Exhibit 99.3

 

CAPITALIZATION AND INDEBTEDNESS OF TOTALENERGIES

(unaudited)

 

The following table sets out the unaudited consolidated capitalization and long-term indebtedness, as well as short-term indebtedness, of TotalEnergies SE and the consolidated entities directly or indirectly controlled by TotalEnergies SE (collectively, “TotalEnergies”) as of December 31, 2025, prepared on the basis of IFRS. Currency amounts are expressed in U.S. dollars (“dollars” or “$”) or in euros (“euros” or “€”).

 

   At December 31, 2025 
    (in millions of dollars) 
Current financial debt, including current portion of non-current financial debt     
Current portion of non-current financial debt   4,378 
Current financial debt   7,660 
Current portion of financial instruments for interest rate swaps liabilities   218 
Other current financial instruments — liabilities   170 
Financial liabilities directly associated with assets held for sale   229 
Total current financial debt   12,655 
Non-current financial debt   48,995 
Non-controlling interests   2,640 
Shareholders’ equity     
Common shares   7,059 
Paid-in surplus and retained earnings   125,860 
Currency translation adjustment   (14,033) 
Treasury shares   (4,003) 
Total shareholders’ equity — TotalEnergies share   114,883 
Total capitalization and non-current indebtedness   166,518 

 

As of December 31, 2025, TotalEnergies SE had an issued share capital of 2,206,585,543 ordinary shares with a par value of €2.50 per share, of which 63,702,529 were treasury shares. For more information on the delegations of authority and powers granted to the Board of Directors with respect to share capital increases and authorization for share cancellation, see Exhibit 15.1 (section 4.4.2, chapter 4) to the Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 31, 2025.

 

As of December 31, 2025, $8,699 million of TotalEnergies’ non-current financial debt was secured and $40,296 million was unsecured, and all of TotalEnergies’ current financial debt of $12,655 million was unsecured. As of December 31, 2025, TotalEnergies had no outstanding guarantees from third parties relating to its consolidated indebtedness. On January 13, 2026, TotalEnergies Capital USA, LLC issued three series of notes, guaranteed by TotalEnergies SE, under its US Shelf Program in aggregate principal amount of $3.5 billion, comprising $1,500,000,000 principal amount of 4.248% notes maturing in January 2031, $1,250,000,000 principal amount of 4.569% notes maturing in January 2033 and $750,000,000 principal amount of 4.857% notes maturing in January 2036.

 

For more information about TotalEnergies’ off-balance sheet commitments and contingencies, see Note 13.1 of the Notes to TotalEnergies’ audited Consolidated Financial Statements in its Annual Report on Form 20-F for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 31, 2025.

 

Except as disclosed herein, there have been no material changes in the consolidated capitalization, indebtedness and contingent liabilities of TotalEnergies since December 31, 2025.