SEC Form SD filed by Total SE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SD

Specialized Disclosure Report

TotalEnergies SE

(Exact name of registrant as specified in its charter)

2, place Jean Millier

La Défense 6

92400 Courbevoie

France

(Address of principal executive offices) (Zip Code)

Jean-Pierre Sbraire

Chief Financial Officer

Tel: +33 (0)1 47 44 45 46

Fax: +33 (0)1 47 44 49 44

(Name and telephone number, including

area code, of the person to contact in

connection with this report)

Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:

x    Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2020.

TotalEnergies SE is providing on this Form SD disclosure in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended.

Section 1 – Conflict Minerals Disclosure

Item 1.01(b)

CONFLICT MINERALS DISCLOSURE

TotalEnergies SE (collectively with its consolidated subsidiaries, “TotalEnergies” or the “Group”) is providing herein disclosure in accordance with Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934, as amended, which implements reporting and disclosure requirements related to certain minerals (referred to as “conflict minerals” under the Rule) as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, for the reporting period from January 1, 2020 to December 31, 2020 (the “Reporting Period”). For the Reporting Period, “Conflict Minerals” are defined in the Rule as the following minerals (regardless of their geographic origin): cassiterite, columbite-tantalite (coltan), gold, wolframite, or their derivatives, limited to tin, tantalum and tungsten and a “Covered Country” is defined in the Rule as the Democratic Republic of the Congo or an adjoining country.

This conflict minerals disclosure is also publicly available at TotalEnergies’ Sustainable Performance website: https://www.sustainable-performance.totalenergies.com/en/our-challenges/supply-chain.¹

TotalEnergies has established a management system to implement a diligence and reporting process concerning Conflict Minerals in accordance with the Rule. This process is coordinated at the Holding level with designated division coordinators at the level of each of the business segments and operational entities (Exploration & Production, Gas, Renewables & Power, Refining & Chemicals, Trading & Shipping, Marketing & Services and Total Global Procurement) who contact the relevant parties (such as business managers and purchasing departments). These division coordinators report the results of the diligence process to the Holding level.

For this Reporting Period, Saft Groupe S.A. (“Saft”), a subsidiary in the Gas, Renewables & Power business segment, and Hutchinson S.A. (“Hutchinson”), a subsidiary in the Refining & Chemicals business segment, identified products which each had manufactured, or contracted to have manufactured, that contained Conflict Minerals, namely tin, tantalum, tungsten and/or gold (collectively, “3TG”), that were necessary to the functionality or production of those products.

In addition, SunPower Corporation, a subsidiary in the Gas, Renewables & Power business segment based in California (“SunPower”)², is subject to the Rule because it is an American company listed on NASDAQ. It publishes separately information concerning its use of Conflict Minerals in certain of its products that it manufactured or contracted to manufacture (solar panels, balance of systems components). The text of SunPower’s disclosure for this Reporting Period provided on its Form SD is included in Annex A to this document.

A. Saft

Saft is a leading manufacturer of batteries for the industrial infrastructure and processes, transportation, civil and military electronics markets, energy storage, transportation and telecommunication markets. Saft focused its diligence efforts on the suppliers of components and parts (the “Relevant Suppliers”), which were determined by Saft to contain or potentially contain 3TG, i.e. electronics and electric components, and which were incorporated into products manufactured by Saft (the “Relevant Products”).

With the assistance of a third party retained by it to assist with supplier outreach and data validation of the responses received from suppliers (the “Service Provider”), Saft conducted in good faith a reasonable country of origin inquiry (the “RCOI”) regarding the sourcing of the necessary Conflict Minerals, designed to determine whether any of them had originated in a Covered Country or were from recycled or scrap sources. To complete the RCOI, Saft and the Service Provider engaged the Relevant Suppliers using the Conflict Minerals Reporting Template (“CMRT”) developed by the Responsible Minerals Initiative.

The Revant Suppliers had the ability to share information at a level at which they were most comfortable (i.e. company, product or user-defined) but they had to specify the declaration scope. A limited number of the Relevant Suppliers replied by providing their company’s formal policy on Conflict Minerals. Both Saft and the Service Provider followed up with suppliers who did not respond to the initial request. Saft does not make purchases of raw ore or refined 3TG minerals directly from smelters or refiners. Saft’s supply chain includes many third parties between the original sources of the necessary Conflict Minerals and the products manufactured by it. Saft does not have direct contractual relationships with smelters and refiners and relies on its suppliers to provide information on the original sources of the necessary Conflict Minerals in the Relevant Products and on information provided by the Service Provider and independent third-party audit programs.

Based on the Relevant Suppliers’ responses, Saft could identify the potential use in their supply chain of smelters in a Covered Country. A substantial number of these smelters were in compliance with the Responsible Minerals Assurance Process Initiative assessment protocol as set forth by the RMI, without independent verification by Saft, and a small number of these smelters were identified as not conformant with this protocol, without independent verification by Saft. Based on the information provided to Saft and on Saft’s own diligence efforts, it is not possible to conclusively determine whether the necessary Conflict Mineral provided from this small number of smelters are found in a product manufactured by Saft during the Relevant Period.

Saft’s contracts with its suppliers require them to source responsibly, and Saft maintains an active dialogue with its suppliers on this topic. As a result, Saft does not have any reason to believe that the necessary Conflict Minerals contained in the Relevant Products in the Reporting Period directly or indirectly financed or benefitted armed groups in the Covered Countries.

B. Hutchinson

Hutchinson is a global leader in vibration control, fluid management and sealing technologies. Hutchinson reached out to all of its suppliers and identified the products containing necessary Conflict Minerals during the Reporting Period: automotive fluid transfer lines, anti-vibration and sealing systems, and aerospace industrial applications (the “Hutchinson Relevant Products”), which are found in the following business activities of Hutchinson: precision sealing systems, fluid management systems, body sealing systems, anti-vibration systems, aerospace, defense & industry, belt drive systems.

Hutchinson conducted in good faith a RCOI regarding the sourcing of the necessary Conflict Minerals in the Hutchinson Relevant Products to determine whether any had originated in a Covered Country or were from recycled or scrap sources. To complete the RCOI, Hutchinson surveyed its suppliers to collect information about the presence and source of the necessary Conflict Minerals. Suppliers responded by submitting a CMRT or sending an email or letter to Hutchinson. Hutchinson followed up with suppliers who did not respond to its initial request. Hutchinson relies on the information provided to it by its suppliers.

Based on the suppliers’ responses, it was determined that a substantial percentage of Hutchinson’s suppliers in terms of annual turnover certified that the necessary Conflict Minerals supplied to it either originated from recycled or scrap sources or did not originate from the Covered Countries. A small percentage of suppliers in terms of annual turnover sourced necessary Conflict Minerals during the Reporting Period from one or more of the Covered Countries for the Hutchinson Relevant Products. A review of these suppliers by Hutchinson revealed them to be reputable, and mainly included major suppliers of the automotive and aerospace industries, including publicly listed companies. The small percentage of non- responsive suppliers for the Reporting Period were mainly distributors and small suppliers in terms of annual turnover.

The origin of some of the necessary Conflict Minerals in the Hutchinson Relevant Products could be traced to smelters that are compliant with the Responsible Minerals Assurance Process Initiative assessment protocol as set forth by the RMI, without independent verification by Hutchinson.

Hutchinson’s standard agreement with its suppliers require them to fill out the survey questions set forth under the CMRT and Hutchinson maintains an active dialogue with its suppliers on this topic. Hutchinson does not have any reason to believe that their necessary Conflict Minerals contained in its products in the Reporting Period directly or indirectly financed or benefitted armed groups in the Covered Countries.

TotalEnergies is committed to responsible economic and social development in Africa.

TotalEnergies monitors responsible practices among its suppliers. In its Code of Conduct, TotalEnergies states that it works with its suppliers to ensure the protection of the interests of both parties in accordance with clear, fairly negotiated contract terms. This relationship is based on three cornerstones: dialogue, professionalism and meeting commitments.

TotalEnergies expects its suppliers to:

The FPP, launched in 2010 and updated in January 2021, specify the commitments that TotalEnergies expects of its suppliers in the following areas¹:

A Group directive reaffirms the obligation to annex the FPP or endeavor to transpose them in the contracts negotiated with suppliers of goods and services. The FPP are available for consultation by all suppliers in both French and English on TotalEnergies’ Sustainable Performance website (refer to the URL provided above).

In addition, questionnaires focused on societal issues are used to gather more in-depth information from suppliers about their approach to such topics, either during the supplier qualification process² or as part of an audit. The Group has also set up a supplier assessment process to identify and prevent risks of severe violations of human rights and fundamental freedoms, human health and safety. Supplier awareness-raising actions are also carried out during meetings with suppliers, particularly the Suppliers Day event that brings the Group’s strategic suppliers together every two years. During Suppliers Day in 2019, the Fundamental Principles of Purchasing and the Group’s new Code of Conduct were distributed to all participants.

TotalEnergies is a member of the United Nations Global Compact platform on Decent Work in Global Supply Chains since 2018, and, in this capacity, takes part in various workshops that aim to help the member companies of the Global Compact to make progress in this area.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.

Annex A

Conflict Minerals Report

SunPower Corporation has included this Conflict Minerals Report as an exhibit to its Form SD for 2020 as provided for in Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”¹), and Form SD (collectively, the “Conflict Minerals Rule”). The date of filing of this Conflict Minerals Report is May 25, 2021.

Unless the context indicates otherwise, the term “SunPower” refers to SunPower Corporation and its consolidated subsidiaries, and “Service Provider” refers to the third party retained by SunPower to assist with supplier outreach and data validation of the responses received from suppliers. Some of the compliance activities described in this Conflict Minerals Report were performed by the Service Provider in coordination with SunPower. As used herein and consistent with the Conflict Minerals Rule, “Conflict Minerals” or “3TG” are columbite-tantalite (coltan), cassiterite, gold, wolframite and the derivatives tantalum, tin and tungsten, without regard to the location of origin of the minerals or derivative metals.

This Conflict Minerals Report can be found on the SunPower website at: http://investors.sunpower.com/sec.cfm.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Exchange Act. In particular, statements contained in this document that are not historical facts, including, but not limited to, statements concerning the additional steps that SunPower intends to take to mitigate the risk that its necessary 3TG benefit armed groups, constitute forward-looking statements and are made under the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act.

Forward-looking statements are subject to risks and uncertainties that could cause actual actions or performance to differ materially from those expressed in the forward-looking statements. These risks and uncertainties may include, but are not limited to, (1) the continued implementation of satisfactory traceability and other compliance measures by SunPower’s direct and indirect suppliers on a timely basis or at all, (2) whether smelters and refiners and other market participants responsibly source 3TG, and (3) political, regulatory, and economic developments, whether in the Democratic Republic of the Congo (the “DRC”) or an adjoining country (collectively, the “Covered Countries”), the United States or elsewhere. SunPower cautions readers not to place undue reliance on any forward-looking statements, which only

¹ Definitions provided in this Annex are exclusive to this section.

speak as of the date made. SunPower undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made.

Overview; SunPower's Products and Applicability of the Conflict Minerals Rule

SunPower is a leading solar energy company that delivers complete solar solutions to customers primarily in the United States and Canada through an array of hardware, software, and financing options, and "Smart Energy" solutions. Our Smart Energy initiative is designed to add layers of intelligent control to homes, buildings, and grids—all personalized through easy-to-use customer interfaces. SunPower products include solar panels and balance of systems components that can include inverters, combiner boxes, racking systems, mechanical and motorized systems, and electrical tracking, monitoring and controller systems. Each of the product areas that SunPower manufactures and contracts to manufacture contains 3TG necessary to the functionality or production of such products. However, 3TG content continues to represent a small portion of the materials content of SunPower’s products.

For a further discussion of SunPower’s products, see its Annual Report on Form 10-K for the fiscal year ended January 3, 2021. The information contained in the Form 10-K is not incorporated by reference into this Conflict Minerals Report or SunPower's Form SD for 2020 and should not be considered part of this Conflict Minerals Report or the Form SD.

SunPower is multiple levels removed from the mining of minerals (3TG or otherwise). SunPower does not make purchases of raw ore or refined minerals directly from smelters or refiners and makes no purchases in the Covered Countries. However, through the efforts described in this Conflict Minerals Report, SunPower seeks to ensure its suppliers are sourcing responsibly.

SunPower does not seek to embargo sourcing of 3TG from the Covered Countries and encourages its suppliers to continue to source 3TG responsibly from the region.

Reasonable Country of Origin Inquiry

To complete the “reasonable country of origin inquiry” (the “RCOI”) required by the Conflict Minerals Rule, SunPower and its Service Provider engaged with suppliers to collect information about the presence and source of 3TG used in products and components supplied to SunPower. For its RCOI, to the extent applicable, SunPower utilized the same processes and procedures as for its due diligence, in particular Steps 1 and 2 of the OECD Guidance (as defined below), which are discussed later in this Conflict Minerals Report. For 2020, SunPower surveyed 14 suppliers as part of its RCOI.

The results of SunPower’s RCOI are discussed under “Findings Concerning Smelters and Refiners and Country of Origin Information.”

Due Diligence Measures

Design Framework

SunPower utilizes due diligence measures for 3TG that are intended to conform with, in all material respects, the criteria set forth in the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, including the Supplement on Tin, Tantalum and Tungsten and the Supplement on Gold (Third Edition) (the “OECD Guidance”). The OECD Guidance established a five-step framework for due diligence as a basis for responsible global supply chain management of minerals from conflict-affected and high-risk areas. Application of the framework constitutes a part of the program that SunPower has put in place to help ensure that the 3TG contained in its products are responsibly sourced.

Diligence Program

In furtherance of SunPower’s 3TG due diligence, it performed the due diligence measures discussed below for 2020.

Compliance Team

In support of its compliance efforts, SunPower has a compliance team that is charged with overseeing, implementing and providing feedback on its 3TG compliance strategy. The team consists of staff from SunPower’s operations groups, under executive leadership. The members of the team and selected other internal personnel are expected to be familiar with the Conflict Minerals Rule, the OECD Guidance, SunPower’s compliance plan, and the procedures for reviewing and validating supplier responses to SunPower’s inquiries. SunPower also utilized the Service Provider and specialist outside counsel to assist with and/or to advise it on certain aspects of its compliance.

Conflict Minerals Policy; Training Resources; Grievance Mechanism

SunPower maintains a Conflict Minerals Policy. Under the Conflict Minerals Policy, SunPower suppliers are required to acknowledge SunPower’s Supplier Sustainability Guidelines, which incorporates the Conflict Minerals Policy. Under the Conflict Minerals Policy, SunPower reserves the right to request additional documentation from its suppliers regarding the source of any 3TG included in their products. In addition, SunPower reserves the right to ask suppliers to maintain traceability data for a minimum of five years. The Conflict Minerals Policy indicates

that SunPower will evaluate its relationships with its suppliers on an ongoing basis to ensure continued compliance with the Conflict Minerals Policy.

The Conflict Minerals Policy is communicated internally to SunPower’s supply chain employees and to suppliers. In addition, the Conflict Minerals Policy is posted on SunPower’s website at https://us.sunpower.com/sites/default/files/media-library/compliance-briefs/cb-sunpower-conflict-minerals-policy.pdf.

In an effort to increase supplier awareness about Conflict Minerals and related regulatory requirements, provide answers to frequently asked questions concerning 3TG mineral tracing, and ultimately improve the accuracy and completeness of supplier responses, suppliers that were part of SunPower’s outreach received access to the Service Provider’s online resources.

SunPower has a grievance mechanism for reporting violations of its Conflict Minerals Policy. The grievance mechanism is available through the Conflict Minerals Policy. Violations may be reported by calling SunPower’s Compliance and Ethics Helpline at 1-866-307-5679 within the United States, or at toll-free numbers provided for additional countries/regions in SunPower’s Code of Business Conduct and Ethics available on its investor relations website at investors.sunpower.com, or by going to SunPower’s reporting website at sunpower.alertline.com.

Data Collection; Records Storage and Retention

For 2020, SunPower carried out due diligence on parts selected by SunPower within the bills of materials of products that were contracted to be manufactured, based on supplier spend. The contract manufacturers carried out due diligence for general use parts of products that were contracted to be manufactured, the results of which were reflected in their Conflict Minerals Reporting Templates (collectively, the “CMRTs” and individually, a “CMRT”) furnished to SunPower. SunPower’s outreach included 14 suppliers (the “Suppliers”) that (1) contracted to manufacture products for SunPower which were determined by SunPower to contain or potentially contain 3TG which is necessary to the functionality or production of the products, or (2) provided components, parts, or products which were determined by SunPower to contain or potentially contain necessary 3TG, and which were incorporated into products contracted to be manufactured by SunPower.

SunPower sent the Suppliers a request to submit a CMRT to gather information on the use of 3TG by the Suppliers, the source of the 3TG and the Suppliers’ related compliance procedures. SunPower gave the Suppliers the ability to provide information at a level at which they could most readily assemble the information (i.e., company, product, or user-defined), but required the Suppliers to declare the level of information provided. Following the initial introductions to the

program and information request, up to three reminder emails were sent to each non-responsive Supplier requesting survey completion. This outreach was managed by the Service Provider on our behalf. Additional outreach also was conducted by SunPower’s staff on an as-needed basis to further emphasize the importance of suppliers completing the CMRT.

The Service Provider reviewed CMRT responses received from the Suppliers for incomplete responses, potential errors or inaccuracies, lack of consistency, and other flags. If any “quality control” flags were raised, Suppliers were contacted to clarify the concern. If a smelter or refiner was not on the CMRT Smelter Look-up tab list, the Service Provider (a) requested that the Supplier confirm that the listed entity was a smelter or refiner, (b) consulted publicly-available information to attempt to determine whether the identified entity was a smelter or refiner, or (c) attempted to contact the listed entity. If the smelter or refiner was not identified as Conformant (as later defined) or the equivalent by the Responsible Minerals Initiative (the “RMI”), the London Bullion Market Association (the “LMBA”) or the Responsible Jewellery Council (the “RJC”), SunPower or the Service Provider attempted to contact the smelter or refiner to gain more information about its sourcing practices, including countries of origin and transfer, and due diligence procedures.

To the extent that no contact was made with a smelter or refiner identified by a Supplier, SunPower or the Service Provider searched public information to attempt to determine the mine or location of origin of the 3TG processed by the smelter or refiner and whether it obtains 3TG from sources that directly or indirectly finance or benefit armed groups in a Covered Country.

SunPower has an electronic file for the maintenance of business records relating to 3TG due diligence, including records of due diligence processes, findings and resulting decisions. SunPower stores all supplier CMRTs and documents evidence of identified supplier 3TG sourcing risk. As contemplated by the OECD Guidance, SunPower will maintain these records for at least five years. The Service Provider also has been requested to maintain records in its possession for at least five years.

3TG Risk Management

SunPower obtained information on 3TG sourcing risk from the Service Provider. SunPower further used the CMRT responses to identify 3TG sourcing risk. Given SunPower’s position in the 3TG supply chain, it believes that this is the most efficient means for identifying 3TG sourcing risk.

The quality and supply chain teams within SunPower worked together to identify 3TG sourcing concerns and determine risk mitigation efforts. The quality team reported aggregated risk

findings to and the contents of this Conflict Minerals Report are shared with SunPower’s executive management.

SunPower determines on a case-by-case basis the appropriate risk mitigation strategy for any identified risks. Potential outcomes under SunPower’s risk mitigation strategy include continuing to work with the supplier while risks are addressed or reassessing the relationship with the supplier. Under SunPower’s risk management framework, to the extent that risks require mitigation, SunPower monitors and tracks the performance of the risk mitigation efforts and reports these efforts to appropriate senior oversight personnel.

Utilization of Independent Third-Party Audits

To the extent that smelters or refiners are identified, SunPower primarily utilizes information made available by the RMI concerning independent third-party audits and Conformant status. SunPower also relies on audits performed by the LBMA and the RJC.

Report on Supply Chain Due Diligence

SunPower files a Form SD and a Conflict Minerals Report with the Securities and Exchange Commission and makes these filings available on its investor relations website.

Findings Concerning Smelters and Refiners and Country of Origin Information

For 2020, SunPower surveyed 14 suppliers as part of due diligence around 3TG and received 14 CMRTs in response to its outreach. The CMRT declarations received identified 325 smelters and refiners that processed or may have processed 3TG contained in SunPower’s products. Of these 14 CMRT declarations, 10 were company-level, 2 were product-level, and 2 were at a level defined by the Supplier. Due to the number of Suppliers providing company-level declarations, the list of processing facilities disclosed below may over-represent the number of 3TG processing facilities in SunPower’s supply chain.

In brief, as indicated in the table below:

In connection with SunPower’s RCOI or due diligence, as applicable, the Suppliers identified to SunPower the facilities listed below as potentially having processed the necessary 3TG contained in SunPower’s in-scope products in 2020 (table information is as of May 10, 2021; see the notes following the table for additional information concerning the information presented in the table).

Country of Origin Information

SunPower has endeavored to determine the mine or location of origin of the necessary 3TG contained in its in-scope products by requiring that the Suppliers provide it with completed CMRTs and through the other measures described in this Conflict Minerals Report. Where a smelter or refiner has been identified that is not Conformant, SunPower or the Service Provider also has reviewed public information, to the extent available, to try to determine the mine or location of origin of the 3TG processed by the smelter or refiner.

The countries of origin of the newly-mined 3TG processed by smelters and refiners listed above may have included countries listed below (as well as possibly other countries).

* Represents a Covered Country.

The 3TG processed by the identified smelters and refiners also may have originated in whole or in part from recycled or scrap sources.

Due Diligence Improvement Measures

SunPower intends to further improve its due diligence measures for 2021 in order to mitigate the risk that the necessary 3TG in its in-scope products benefit armed groups by taking the following steps, among others:

The foregoing steps are in addition to the steps that SunPower took for 2020.