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September 8, 2023

VIA EDGAR TRANSMISSION

Office of Energy & Transportation

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Jennifer O’Brien and Raj Rajan

Re: TotalEnergies
SE

Form 20-F for Fiscal Year Ended December 31,
2022

Filed March 24, 2023

File No. 001-10888

Dear Ms. O’Brien and Mr. Rajan:

This letter is in response to the second letter
dated August 11, 2023, from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), relating to the above-referenced Annual Report on Form 20-F (the “Form 20-F”).
The Company has previously provided a response on July 13, 2023 to the letter dated June 16, 2023.

The Staff’s comments are set forth below
in bold, followed by the Company’s responses to the comments.

Please note that the “Company,” “TotalEnergies,”
 “we” or “our” refers to TotalEnergies SE, and unless the context otherwise requires, all references to page numbers
correspond to the pages in the Form 20-F. All terms used but not defined herein have the meanings assigned to such terms in the Form
20-F.

Form 20-F for Fiscal Year Ended December
31, 2022

Item 5. Operating and Financial Review
and Prospects, page 2

1. Please address the following regarding
certain of the information and sample disclosures you provided in response to prior comment 1:

· Provide us with an example of the
reconciliation tables you will present for Adjusted net operating income, Adjusted net income, Capital employed used in Return on Average
Capital Employed (ROACE) and Net debt used in Gearing.

· Clarify for us why you consider
Adjusted EBITDA to be a valuable tool to measure and compare your profitability with utility companies. In this regard, we note you characterize
your business as a global multi-energy company in Section 1.1.1 of your Universal Registration Document 2022.

    1

· Tell us your consideration of the
following as non-GAAP measures and provide the disclosures required by Item 10(e) of Regulation S-K as necessary:

o Payout, net investments, page
2

o Organic investments, Net acquisitions,
and Net investments, page 4

o Variable cost margin –
Refining Europe, VCM, page 4

We acknowledge the Staff’s comment and
confirm that in future filings, we will better identify, label and define each non-GAAP measure, present the GAAP measures with equal
or greater prominence than the non-GAAP measures, and provide the reasons why management believes these non-GAAP financial measures are
useful to investors. In particular, we will develop the existing non-GAAP financial measures presented in the Form 20-F (see page 5)
and present the reconciliation tables as required.

The following reflects an example of reconciliation
tables for Adjusted net operating income, Adjusted net income, Capital employed used in Return on Average Capital Employed (ROACE) and
Net debt used in Gearing, in each case calculated on the consolidated level for the Company:

Reconciliation of adjusted net operating
income

    For the year ended December 31, 2022

                                                                                (In millions of dollars)

    Consolidated

statement of

income
    Less

Adjustments(a)

    Adjusted

    Sales
      280,999
      104
      280,895

    Excise taxes
      (17,689 )
      –
      (17,689 )

         Revenues from sales
      263,310
      104
      263,206

    Purchases, net of inventory variation
      (169,448 )
      1,601
      (171,049 )

    Other operating expenses
      (29,789 )
      (1,044 )
      (28,745 )

    Exploration costs
      (1,299 )
      (725 )
      (574 )

    Depreciation, depletion and impairment of tangible assets and mineral interests
      (12,221 )
      95
      (12,316 )

    Other income
      2,849
      1,500
      1,349

    Other expense
      (7,344 )
      (5,802 )
      (1,542 )

    Other financial income
      896
      84
      812

    Other financial expense
      (533 )
      –
      (533 )

    Net income (loss) from equity affiliates
      (1,892 )
      (10,146 )
      8,254

    Income taxes
      (22,242 )
      (1,677 )
      (20,565 )

    Less tax on cost of net debt
      35
      120
      (85 )

    Net Operating income
      22,322
      (15,890 )
      38,212

(a) Adjustments items include (i) special items,
(ii) the inventory valuation effect and (iii) the effect of changes in fair value, each of which are explained in greater details in
note 3 beginning on page F-23 to our Form 20-F.

    2

Reconciliation of adjusted net income

    (In millions of dollars)
    2022
    2021

    Consolidated net income (TotalEnergies share)
      20,526
      16,032

    Special items affecting net income (TotalEnergies share)
      (17,310 )
      (3,329 )

           Gain (loss) on asset sales
      1,391
      (1,726 )

           Restructuring charges
      (42 )
      (308 )

           Impairments
      (15,743 )
      (910 )

           Other
      (2,916 )
      (385 )

    After-tax inventory effect: FIFO vs. replacement cost
      501
      1,495

    Effect of changes in fair value
      1,138
      (194 )

    Total adjustments affecting net income
      (15,671 )
      (2,028 )

    Adjusted net income (TotalEnergies share)
      36,197
      18,060

Reconciliation of ROACE

    For
the ended year December 31, 2022

                                                                                                              (In millions of dollars)

    Adjusted net operating income (a)
      38,212

    Balance sheet as of December 31, 2022

    Property, plant and equipment, intangible assets, net
      139,032

    Investments & loans in equity affiliates
      27,889

    Other non-current assets
      8,488

    Working capital
      (10,237 )

    Provisions and other non-current liabilities
      (34,252 )

    Assets and liabilities classified as held for sale
      363

    Capital Employed (Balance sheet)
      131,283

    Less inventory valuation effect
      (2,472 )

    Capital Employed at replacement cost (b)
      128,811

    Balance sheet as of December 31, 2021

    Property, plant and equipment, intangible assets, net
      139,043

    Investments & loans in equity affiliates
      31,053

    Other non-current assets
      9,822

    Working capital
      (2,558 )

    Provisions and other non-current liabilities
      (33,845 )

    Assets and liabilities classified as held for sale
      338

    Capital Employed (Balance sheet)
      143,853

    Less inventory valuation effect
      (2,040 )

    Capital Employed at replacement cost (c)
      141,813

    ROACE as a percentage (a/average(b+c))
      28.2 %

    3

Reconciliation of Gearing ratio

    (In millions of dollars)
    For the year

ended

December 31,

2022

    Current borrowings(1)
      14,065

    Other current financial liabilities
      488

    Current financial assets(1)
      (8,556 )

    Net financial assets classified as held for sale
      (38 )

    Non-current financial debt(1)
      36,987

    Non-current financial assets(1)
      (1,303 )

    Cash and cash equivalents
      (33,026 )

    Net debt (a)
      8,617

    Shareholders’ equity -TotalEnergies share
      111,724

    Non-controlling interests
      2,846

    Shareholders’ equity (b)
      114,570

    Net-debt-to-capital ratio = a / (a+b)
      7.0 %

    Leases (c)
      8,096

    Net-debt-to-capital ratio including leases (a+c) /(a+b+c)
      12.7 %

    (1)
    Excludes leases receivables and leases debt.

Regarding Adjusted EBITDA and its relevance as
a non-GAAP financial measure for our company, TotalEnergies has been transforming by investing in power. In the year ended December 31,
2022, as disclosed in the Company’s Universal Registration Document incorporated by reference into its Form 20-F, the Company produced
33.2 terawatt hours of electricity, provided electricity to 6.1 million client sites and as of December 31, 2022 operated 16.8 gigawatts
of gross installed renewable power generation capacity, with 6.1 gigawatts in construction and 46.0 gigawatts in development. In order
to give more visibility to the integrated power business, the Company decided that from the first quarter 2023, Integrated Power would
be separated from the Integrated LNG business segment, previously grouped in the Integrated Gas, Renewables & Power (iGRP) segment
since January 1, 2019. As a result of the development of the Company’s Integrated Power segment and in the Company’s estimation,
investors want to be able to compare profitability with companies operating in the electricity, power and energy sector. Many of the
companies involved in these types of businesses report Adjusted EBITDA. Adjusted EBITDA, when analyzed in conjunction with the Company’s
Net income as reported under IFRS, can provide insight into the profitability dynamics of the Company, assess the value of its assets
and ease the benchmarking analysis with companies operating in the electricity, power and energy sector.

    4

Regarding payout, organic investments, net acquisitions
and net investments, the following reflects the revised disclosures for the non-GAAP financial measures in our future filings, and in
particular in the Form 20-F for year-end 2023:

 · Payout
is a non-GAAP financial measure. Payout is defined as the ratio of the dividends and share buybacks to the Operating Cash Flow before
working capital changes. This indicator can be a valuable tool for decision makers, analysts and shareholders as it provides the portion
of the operating cash flow before working capital distributed to the shareholder. TotalEnergies communicates on a target regarding this
indicator.

The following reflects an example the
calculation for payout:

    (In millions of dollars)

    For the year ended

 December 31, 2022

    Dividend paid (parent company shareholders)
    (a)
      9,986

    Repayment of treasury shares

      7,711

    of which buy backs
    (b)
      7,019

    Operating cash flow before working capital changes *
    (c)
      45,729

    Payout ( a + b) / c

      37.2 %

*
Operating cash flow before working capital changes is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash
flow from operating activities. Operating cash flow before working capital changes is defined as cash flow from operating activities
before changes in working capital at replacement cost, excluding the mark-to-market effect of Integrated Gas and Integrated Power contracts,
including capital gain from renewable projects sales and including organic loan repayments from equity affiliates. A reconciliation
from operating cash flow before working capital charges is presented in response #5 to our letter dated July 13, 2023, and will be included
in future filings.

 · Net
investments is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow used in investing activities.
Net investments refer to Cash flow used in investing activities including other transactions with non-controlling interests, including
change in debt from renewable projects financing, including expenditures related to carbon credits, excluding organic loan repayment
from equity affiliates and excluding capex linked to capitalized leasing contracts. This indicator can be a valuable tool for decision
makers, analysts and shareholders alike to illustrate the cash directed to growth opportunities, both internal and external, thereby
showing, when combined with the Company’s cash flow statement prepared under IFRS, how cash generated by our activities is allocated
for uses within the organization. Net investments are the sum of Net acquisitions and Organic investments, each of which is described
below.

 · Net
acquisitions is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow used in investing activities.
Net acquisitions refers to acquisitions minus assets sales minus other operations with non-controlling interests. This indicator can
be a valuable tool for decision makers, analysts and shareholders alike because it illustrates the allocation of cash flow used for growing
the Company’s asset base via external growth opportunities.

    5

 · Organic
investments is a non-GAAP financial measure and its most directly comparable IFRS measure is Cash flow used in investing activities.
Organic investments refers to Net investments, excluding acquisitions, asset sales and other operations with non-controlling interests.
Organic investments can be a valuable tool for decision makers, analysts and shareholders alike because it illustrates cash flow used
by the Company to grow its asset base, excluding sources of external growth.

The following reflects an example of
the reconciliation table for Net investments, Net acquisitions and Organic investments:

    (In millions of dollars)
    2022
    2021
    2022 vs
    2021

    Cash flow used in investing activities
    (a)
      15,116
      13,656
      +11 %

    Other transactions with non-controlling interests (b)
      (50 )
      (757 )
      -93 %

    Organic loan repayment from equity affiliates (c)
      1,630
      626
      ns

    Change in debt from renewable projects financing * (d)
      (589 )
      (356 )
      +65 %

    Capex linked to capitalized leasing contracts (e)
      177
      111
      +59 %

    Expenditures related to carbon credits (f)
      19
      27
      -30 %

    Net investments (a + b + c +
    d + e+ f = g - i + h)
      16,303
      13,307
      +23 %

    Of which net acquisitions (g - i)
      4,451
      632
      x7

    Acquisitions (g)
      5,872
      3,284
      +79 %

    Asset sales (i)
      1,421
      2,652
      -46 %

         Change
    in debt from renewable projects (partner share)
      279
      134
      x2.1

    Of which organic investments (h)
      11,852
      12,675
      -6 %

         Capitalized exploration
      669
      841
      -21 %

         Increase in non-current loans
      954
      1,231
      -23 %

         Repayment of non-current
    loans, excluding organic loan repayment from equity affiliates
      (1,082 )
      (531 )
      ns

         Change
    in debt from renewable projects (TotalEnergies share)
      (310 )
      (222 )
      ns

    * Change in debt from renewable projects (TotalEnergies share and partner share)

With respect to Variable cost margin –
Refining Europe (VCM), VCM is an indicator that represents TotalEnergies’ average margin on variable cost for refining in Europe
(equal to the difference between TotalEnergies’ European refined product sales and crude oil purchases with associated variable
costs divided by volumes refined in tons). VCM is typically prepared in the industry excluding FIFO inventory valuations effects in order
to help analysts compare results from quarter to quarter and across market players. A reconciliation to GAAP would be complex, lengthy
and the Company does not believe that it would be meaningfully comprehensible for investors. As a result, the Company respectfully submits
to the Staff that the Company will remove this indicator from future filings with the Commission.

    6

5.3 Business
segment reporting, page 9

2. We have considered your response to
prior comment 4 and specifically, your position that presentation of multiple financial measures at the segment level are not non-GAAP
financial measures. Pursuant to the guidance in Question 104.01 and 104.03 of the Non-GAAP Financial Measures Compliance & Disclosure
Interpretations, multiple measures of segment profit or loss not expressly permitted by IFRS 8 would be deemed as non-GAAP measures.
Therefore, it does not appear that presentation of multiple financial measures at the segment level as presented comply with Item 10(e)
of Regula