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Annual Report
of Enel Finance International N.V.
at 31 December 2025
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Contents
Director’s report 3
Financial statements for the year ended 31 December 2025 19
Statement of income or loss and other comprehensive income 20
Statement of financial position 21
Statement of changes in equity 22
Statement of cash flows 23
Notes to the financial statements 24
Other information 74
Report of the independent auditor 75
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Director’s report
Director’s report
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General information
The Directors of the Company hereby present their financial statements for the financial year ended on 31
December 2025.
Enel Finance International N.V. (“the Company”) is a public company with limited liability, where 74.999%
of the shares are held by Enel Holding Finance S.r.l (direct parent) and 25.001% of the shares are held by
Enel S.p.A., both companies, have their seats in Rome, Italy. 100% of the shares of Enel Holding Finance
S.r.l. are held by Enel S.p.A. Therefore, Enel S.p.A. is the ultimate controlling shareholder of the Company.
The Company is registered with the trade register of the Dutch chamber of commerce under number
34313428. The Company operates as a financing company for the Enel Group (“Enel”), raising funds
through bond issuances, loans and other facilities and on turn lending the funds so raised to the companies
belonging to the Enel Group.
Significant events in 2025
12,000 million euro committed revolving credit facility
On 19 February 2025 the Company jointly with its parent company Enel S.p.A. signed a committed,
revolving, sustainability-linked credit facility for an amount of 12 billion euros and a maturity of five years.
The Facility is linked to the KPI of “Percentage of CAPEX aligned with the EU taxonomy” in addition to the
achievement of a Sustainability Performance Target (“SPT”) equal to or greater than 80% as of 31
December 2026 for the 2024-2026 period.
This Facility replaces the previous credit line that had been signed in March 2021, and subsequently
amended, with an overall value of 13.5 billion euros.
The cost of the new facility varies on the basis of the pro-tempore rating assigned to the Enel Group. Based
on the current rating, it has a spread of 40 bps above Euribor, with a floor at zero; the commitment fee is
equal to 35% of the spread.
A triple-tranche 2,000 million-euro Sustainability-Linked Bond
On 17 February 2025 the Company launched a multi-tranche “Sustainability-Linked bond” for institutional
investors in the Eurobond market for a total of 2,000 million euros.
The issue is structured in the following three tranches:
- 750 million euros at a fixed rate of 2.625%, with issuance date set on 24 February 2025, maturing
24 February 2028:
the issue price has been set at 99.574% and the effective yield at maturity is equal to 2.775%;
the interest rate will remain unchanged to maturity, subject to the achievement by the Enel Group
of the following Sustainability Performance Targets (“SPTs”). In particular:
o for the KPI related to the “Proportion of CAPEX aligned to the EU Taxonomy (%)”, the
achievement of a SPT equal to or higher than 80% on 31 December 2025 for the 2023-
2025 period;
o for the KPI related to the “Scope 1 GHG emissions Intensity relating to Power Generation
(gCO2eq/kWh)”, the achievement of a SPT equal to or less than 130gCO2eq/kWh on
31 December 2025;
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if one or both of the above mentioned SPTs are not achieved, a step-up mechanism will be applied,
increasing the rate by 25 bps, as of the first interest period subsequent to the publication of the
relevant assurance report issued by an external verifier;
- 750 million euros at a fixed rate of 3.000%, with issuance date set on 24 February 2025, maturing
24 February 2031:
the issue price has been set at 99.229% and the effective yield at maturity is equal to 3.143%;
the interest rate will remain unchanged to maturity, subject to the achievement by the Enel Group
of the following SPTs. In particular:
o for the KPI related to the “Proportion of CAPEX aligned to the EU Taxonomy (%)”, the
achievement of a SPT equal to or higher than 80% on 31 December 2027 for the 2025-
2027 period;
o for the KPI related to the “Scope 1 GHG emissions Intensity relating to Power Generation
(gCO2eq/kWh)”, the achievement of a SPT equal to or less than 115gCO2eq/kWh on
31 December 2027;
if one or both of the above mentioned SPTs are not achieved, a step-up mechanism will be applied,
increasing the rate by 25 bps, as of the first interest period subsequent to the publication of the
relevant assurance report issued by an external verifier.
- 500 million euros at a fixed rate of 3.500%, with issuance date set on 24 February 2025, maturing
24 February 2036:
the issue price has been set at 99.123% and the effective yield at maturity is equal to 3.598%;
the interest rate will remain unchanged to maturity, subject to the achievement by the Enel Group
of the following SPTs. In particular:
o for the KPI related to the “Scope 1 GHG emissions Intensity relating to Power Generation
(gCO2eq/kWh)”, the achievement of a SPT equal to or less than 72gCO2eq/kWh on
31 December 2030;
o or the KPI related to the “Renewable Installed Capacity Percentage (%)”, the achievement
of a SPT equal to or higher than 80% on 31 December 2030;
if one or both of the above mentioned SPTs are not achieved, a step-up mechanism will be applied,
increasing the rate by 25 bps, as of the first interest period subsequent to the publication of the
relevant assurance report issued by an external verifier.
The issue, which has an average duration of approximately 6 years, has an average coupon of 3%.
A multi-tranche USD 4,500 million Bond
On 24 September 2025 the Company launched a multi-tranche bond for institutional investors in the US
and international markets for a total of USD 4,500 million.
The issue is structure in the following four tranches:
USD 1,000 million at a fixed interest rate of 4.125%, and maturity at 30 September 2028. The
issue price has been set at 99.766% and the effective yield at maturity is equal to 4.209%;
USD 1,250 at a fixed interest rate of 4.375%, and maturity at 30 September 2030. The issue price
has been set at 99.596% and the effective yield at maturity is equal to 4.466%;
USD 1,250 million at a fixed interest rate of 5.000% and maturity at 30 September 2035. The issue
price has been set at 99.162% and the effective yield to maturity is equal to 5.108%;
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USD 1,000 million at a fixed interest rate of 5.750% and maturity at 30 September 2055. The issue
price has been set at 98.663% and the effective yield to maturity is equal to 5.845%.
The issue, which has an average duration of approximately 12 years, has an average cost equivalent in
euros of around 3.6%.
A multicurrency financing with EIFO and Citi
On 25 July 2025 the Enel Group signed an agreement aimed at granting multicurrency facilities from Citi
and Denmark’s Export and Investment Fund (EIFO), for up to Euro 756 million.
The Company signed the first facility for USD 500 million (equivalent to around Euro 430 million).
Lending Operations
During the reporting year the Company has resolved to enter as a lender into several new intercompany
financial agreements to support the financing of the Enel Group’s strategy.
Please see a disclosure of long-term and short-term loans and facility agreements granted to Enel Group
Companies in the notes 6 and 9 of the financial statements.
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Overview of the Company’s performance and financial position
Income statement highlights
Millions of euro
2025
2024
Change
Net interest income/ (expense)
171
470
(299)
Other operating expense
7
4
3
Net financial income/ (expense)
(24)
-
(24)
Income/(Loss) before taxes
140
466
(326)
Income Taxes
116
131
(15)
Net income
24
335
(311)
Net interest income shrunk by Euro 299 million compared with the prior year totaling Euro 171 million.
A decrease was mainly attributed to:
- sizable decrease of interest income from lending operations (Euro 525 million) following changes
in the interest rate environments and a termination of certain loans;
- lower interest income from derivatives (Euro 48 million).
Such impact was partly offset by a decrease of interest expenses from bonds and other borrowing (Euro
274 million).
Other operating expenses increased to Euro 7 million in 2025, which was Euro 3 million higher than in
previous year mainly due to services rendered.
Net financial expense totaled to Euro 24 million mainly showing a mitigation of foreign exchange rate
expenses by net financial income from derivatives.
Income taxes amounted to Euro 116 million in 2025. A decrease of Euro 15 million reflected a decrease
of taxable profit and a prior year tax adjustment which was partly offset by derecognition of non-
recoverable part of deferred tax assets.
The effective tax rate was 82.9% (28.1% in 2024) compared with the standard Dutch tax rate 25.8%.
For more information please see the note 4 and 5.
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Analysis of the Company financial position
Millions of euro
at Dec. 31,
2024
Loans and financial receivables:
- long-term loans and receivables
41,485
- short-term loans and receivables
7,080
Derivatives covering FX risk exposed from loans and receivables
(90)
Gross financial debt:
- Bonds
41,254
- Commercial papers
1,801
- Deposits from Group and associate companies
202
- Other bank borrowings
4
Derivatives covering FX risk exposed from debt
53
Cash collateral on derivatives
316
Cash and cash equivalents
1
Net non-current assets/ (liabilities)
(133)
Net current assets/ (liabilities)
(230)
Deferred tax assets/ (liabilities)
568
Shareholders' Equity
5,683
Long-term loans and financial receivables totaled to Euro 43,438 million, having an increase by Euro
1,953 million. This was largely attributable to increase in loans granted to Enel Group companies in Italy
(Euro 3,783 million), reversal of expected credit loss allowance (Euro 7 million) and increase of loan granted
to Enel subsidiary in Zambia (Euro 1 million).
Such increase was partly offset by a repayment of loans granted to a Dutch associated company (Euro 770
million) and Enel subsidiaries established in Spain (Euro 350 million), in Chile (Euro 274 million), in Brazil
(Euro 216 million), in Mexico (Euro 193 million), in Panama (Euro 22 million), Costa Rica (Euro 11 million)
and Taiwan (Euro 2 million).
Short-term loans and financial receivables decreased by Euro 1,840 million totaling to Euro 5,240
million. The decrease was recorded mainly due to decrease in financing to Enel Group companies in Italy
(Euro 1,690 million), in Mexico (Euro 81 million), in South Africa (Euro 77 million) which was partly offset
by a release of an attributed expected credit loss allowance (Euro 8 million).
Derivatives covering FX risk exposed from loans and receivables increased by Euro 159 million
mainly due to the development in fair value.
Gross financial debt amounted to Euro 42,210 million, of which Euro 28,574 million in respect of financing
connected with achievement of SDG.
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Millions of Euro
at Dec. 31,
2025
at Dec. 31,
2024
Gross long-
term debt
including
current
portion
Gross short-
term debt
Gross debt
Gross long-
term debt
including
current
portion
Gross short-
term debt
Gross debt
Gross financial debt
40,490
1,720
42,210
41,254
2,007
43,261
of which:
-debt linked with the
achievement of SDGs
27,560
1,014
28,574
30,057
1,801
31,858
Debt connected with
achievement of SDGs/Total
gross financial debt (%)
68%
74%
Bonds decreased to Euro 40,083 million mainly due to matured bonds (Euro 4,759 million) and exchange
rates on the outstanding and repaid bonds denominated in non-Euro currencies (Euro 2,275 million), a
decrease of costs to be amortised (Euro 11 million).
Such impact was partly offset by newly issued debt (Euro 5,830 million), capitalized interest on zero coupon
bonds (Euro 13 million) and fair value adjustment (Euro 31 million).
Commercial papers declined by Euro 787 million due to a decrease of new notes issued.
Deposits from Group and associate companies increased by Euro 504 million mainly by more deposits
attracted from Enel Group companies in Spain (Euro 476 million), in Japan (Euro 12 million), in Poland
(Euro 11 million) and in UK (Euro 5 million).
Other bank borrowings represented newly issued EIFO loan.
Derivatives covering debt increased by Euro 1,195 million mainly due to a development of fair value of
derivatives designed as cash flow hedges and fair value hedge.
Cash collateral on derivatives in relation to Credit Support Annexes (CSA) increased by Euro 823 million
and totaled to Euro 1,139 million.
Cash and cash equivalents amounted to Euro 1 million remaining unchanged in comparison with the
prior year balance.
Net non-current liabilities decreased by Euro 13 million totaling to Euro 120 million.
Net current liabilities decreased by Euro 85 million totaling Euro 145 million as of 31 December 2025.
Deferred tax assets decreased by Euro 357 million reflecting temporary differences attributed to hedging
transactions accrued directly in other comprehensive income, temporary differences attributed to cost
capitalization of bond repurchasing, interest carry forwards and impairment of financial assets accrued in
profit and loss and derecognition of non-recoverable part of deferred tax assets.
Shareholders equity amounted to Euro 6,428 million as of 31 December 2025, increased by Euro 745
million over 2025 year ended, having a cumulative impact of an increase of hedge and hedging cost
reserves (Euro 721 million) and the net profit for the period (Euro 24 million).
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Main Risks and uncertainties
In compliance with the provisions in Dutch Accounting Standard 400, the Company has drawn up elements
of its risk section as follows.
Methodology
Enel Finance International N.V. (“EFI”) adopts risk governance and control arrangements defined at Group
level, applicable for all wholly owned companies and companies with controlling interest, with specific
reference to financial risks (market, credit and liquidity risks). To mitigate its risk exposure, the Company
conducts specific analysis, monitoring, management and control activities.
The Company operates within Treasury Guidelines, which provide capital markets and treasury operational
framework. Based on current power of attorney, hedging is the subject of Board of Directors consideration
and approval.
Current or planned improvements in the risk management system
The Board of Directors considers that the existing system of risk management and internal controls
provides reasonable assurance that risks are properly assessed and managed to achieve business
objectives.
The most significant risks and the risk reduction measures taken
As part of its operations, the Company is exposed to a variety of financial risks, namely liquidity, interest
rate, foreign exchange, credit and counterparty risk.
The Company is willing to bear a low-to-moderate level of residual risk for those factors that are intrinsically
related to the pursuit of its mission of providing financial services, including funding, lending and liquidity
management, to Enel Group companies
Financial risks
Credit risk and counterparty risk
Lending and hedging transactions expose the Company to credit and counterparty risk, i.e. the possibility
of a deterioration in the creditworthiness of its counterparties that could have an adverse impact on the
expected value of the creditor position or could lead to a failure to honor their obligations.
The lending activity is the most important source of credit risk, and, for the very nature of its activity, the
Company is prepared to bear a moderate level of risk. However, such level of risk is mitigated as borrowers
are related parties and in case of specific risk situations, deemed not in line with acceptable level, has been
further reduced receiving a guarantee by a relevant shareholder with higher creditworthiness.
The Company has a consistent counterparty risk exposure to banking counterparties, stemming from
derivative transactions traded for hedging purposes and short-term treasury activity. The Company has a
very low appetite to counterparty risk and pursues risk mitigation through the selection of counterparties
with a high credit standing and the adoption of specific standardized contractual frameworks that contain
risk mitigation clauses and possibly the exchange of cash collateral.
Liquidity risk
Liquidity risk is the risk that the Company, while solvent, would not be able to discharge its obligations in
a timely manner or would only be able to do so on unfavourable terms owing to situations of tension or
systemic crises (credit crunches, sovereign debt crises, etc.) or changes in the perception of Company
riskiness by the market.
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Among the factors that define the risk perceived by the market, the credit rating assigned to Enel by rating
agencies plays a decisive role, since it influences its ability to access sources of financing and the related
financial terms of that financing. A deterioration in the credit rating could therefore restrict access to the
capital market and/or increase the cost of funding, with consequent negative effects on the performance
and financial situation of the Company. Enel’s long-term rating was: (i) “BBB” with a positive outlook for
Standard & Poor’s; (ii) BBB+with a stable outlook for Fitch; and (iii) “Baa1” with a stable outlook for
Moody’s. Short-term rating at the end of the year was: (i) “A-2” for Standard & Poor’s; (ii) F2for Fitch;
and (iii) “P-2” for Moody’s.
The Company is prepared to bear a moderate to low level of risk. The liquidity risk management is designed
to maintain a level of liquidity sufficient to meet its obligations over a specified time horizon, without having
recourse to additional sources of financing, as well as to maintain a prudential liquidity buffer sufficient to
meet unexpected obligations. In addition, to ensure that its medium and long-term commitments could be
met, the Company pursues a borrowing strategy that provides for a diversified structure of financing
sources to which it can turn and a balanced maturity profile. Additionally, Enel SpA is the guarantor for the
repayment of the issued Bonds and Commercial Papers, which is a relevant consideration for management
with respect to their liquidity risk management procedures.
Please see Risk management section of financial statements for more detailed information about liquidity
risk.
Exchange rate
Due to its international funding and lending activity, the Company is significantly exposed to exchange rate
risk associated with cash flows and value of financial assets and liabilities denominated in foreign currencies.
Consistently with the Enel Group risk policy and with the Company low risk appetite, the currency profiles
of funding and lending portfolios are balanced by making recourse to derivative transactions, with the aim
of minimizing the residual exposure, or by means of a back to back structure to prevent high hedging fee
associated to not liquid currencies or in the case of high volatility in the underling financial operation.
Please see Risk management section of financial statements for more detailed information about exchange
rate risk.
Interest rate risk
The Company is exposed to the risk that changes in the level of interest rates could produce unexpected
changes in net financial expense or the value of financial assets and liabilities measured at fair value,
related to its funding, lending and hedging portfolios.
The exposure to interest rate risk derives mainly from the variability of the terms of financing and lending,
in case of new issues, and from the variability of the cash flows of floating-rate assets and liabilities.
The policy for managing interest rate risk aims to contain financial expense and its volatility by optimizing
the Company’s portfolio of financial assets and liabilities and by entering financial derivatives on OTC
markets.
A certain level of interest rate risk is intrinsic in the Company’s mission and has been actively managed to
ensure value creation.
Please see Risk management section of financial statements for more detailed information about interest
rate risk.
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Compliance risks
The Company, as a global issuer, is exposed to compliance risks with applicable laws and regulation, as
well as fiscal risk. No risk appetite is defined for compliance risks, and the Company control activities aim
at ensuring full compliance and consequently, no residual risk is acceptable.
Compliance with tax regulation
The Company may be subject to unfavorable changes in the respective tax laws and regulations. The
financial position of the Company may be adversely affected by new laws, changes in the interpretation of
existing laws or tax policy. The Company adopts a conservative approach based on an open collaboration
with tax authorities.
Compliance with financial legislation and regulation
The Company is committed to a high level of compliance with financial laws, regulations and standards.
Internal monitoring activities allow prompt identification of possible breaches of compliance and consequent
remediation actions, when needed. No issues of non-compliance have been detected.
Compliance with bond and loan agreements
Bonds final terms and loan agreements prescribe a set of covenants which the Company should comply
with. Any breaches and defaults may have high adverse effect on the Company’s activity.
Internal monitoring activities allow prompt identification of possible breaches of compliance and consequent
remediation actions, when needed.
Digital technology risks
Cyber security
The speed of technological developments that constantly generate new challenges, the ever-increasing
frequency and intensity of cyber-attacks and the attraction of critical infrastructures and strategic industrial
sectors as targets underscore the potential risk that, in extreme cases, normal company operations could
grind to a halt.
In this context, cyber security risk represents the possibility that cyber-attacks could compromise corporate
information systems with the main consequence being the interruption of services and the theft of sensitive
information, with both financial and reputational impacts.
Being a part of the Enel Group the Company seeks to use cutting age technologies, to design ad hoc
business processes, to strengthen people’s awareness and to implement regulatory requirement for IT
security. In addition, the Enel Group has developed an IT risk management methodology founded on “risk-
based” and “cyber-security by design” approaches. Thus, integrating the analysis of business risks into all
strategic decisions. The Enel Group has also created its own Cyber Emergency Readiness Team (CERT) in
order to proactively respond to any IT security incidents.
Digitalization, IT effectiveness and service continuity
Following the Enel Group the Company is carrying out a digital transformation of how it manages and is
digitizing its business processes. A consequence of this digital transformation is that the Company is
exposed to risks related to the functioning of the IT systems implemented throughout the Company, which
could lead to service interruptions or data loss and a consequent increase in operating costs with significant
reputational and financial impacts.
These risks are managed using a series of measures developed in the Enel Group by Global Digital Solutions
unit, which is responsible for guiding Enel’s digital transformation.
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Risks and strategic opportunities associated with climate change
Over the past years, the Enel Group has significantly changed its energy mix. In 2025 the Group has
continued reducing the direct and indirect GSG emission in line with the Paris Agreement and the 1.5°C
scenario, as certified by the Science Based Targets initiative (SBTi), confirming its ambition to achieve net
zero emissions across all Scopes by 2040. In 2025 the intensity of Scope 1 GHG emissions related to power
generation was reduced to 97 gCO2eq/kWh (101 gCO2eq/kWh compared to 2024).
Such shift was also possible thanks to the use of sustainable finance instruments.
Since 2020 the Company has included in its funding contracts a mechanism that links the cost of financing
to the achievement of one or more sustainability targets identified in the "Sustainability-Linked Financing
Framework", a document that extends the Sustainability-Linked approach to all financial debt instruments.
Indicators, targets and principles have been defined to govern the development of sustainable finance
throughout the Enel Group, linking the financial strategy to sustainability objectives. The "Sustainability-
Linked Financing Framework" can be obtained from the investor relations section of Enel S.p.A. official
website (https://www.enel.com/investors/investing/sustainable-finance).
The Company’s financial instruments and financial operations may therefore have an interest rate or other
financial or structural terms linked to the achievement of targets for the reduction of direct and indirect
greenhouse gas emissions (SDG 13 "Fight against climate change") or for the growth of installed capacity
powered by renewable sources (SDG 7 "Affordable and clean energy") or the percentage of capital
expenditures, carried out over a given period, in activities that qualify as environmentally sustainable
according to the criteria set out in Article 3 of the EU Taxonomy Regulation (2020/852).
The performance of these targets is periodically monitored by an external auditor and is published in the
Enel Group Integrated Annual Report.
Today, the Enel Group business model is sustainable and fully in line with the energy transition path.
As a result, the Enel Group no longer needs to resort to financial instruments linked to specific sustainability
targets and will adopt an approach that will allow efficient access to global financial markets, continuing to
align funding methods with its long-term sustainability objectives towards net-zero emissions by 2040.
Quantification of the impact on the result and financial position if the main financial
risks materialize
In 2025 the Company was exposed to exchange risk in relation to non-Euro denominated debt. There was
a significant exposure to fluctuation of the Euro against the U.S. dollar, which has recently been subject to
market volatility, British pound and Swiss franc.
At 31 December 2025 risk was fully covered by corresponding derivatives.
Millions of euro
at Dec. 31,
2025
Gross debt
Derivatives
After risk
mitigation
Book value
Notional value
Euro
18,602
18,718
45.8%
22,144
40,862
100.0%
US dollar
18,769
18,969
46.4%
(18,969)
-
0.0%
Pound sterling
2,979
3,035
7.4%
(3,035)
-
0.0%
Swiss franc
140
140
0.3%
(140)
-
0.0%
Total Non-Euro currencies
21,888
22,144
54.2%
(22,144)
-
0.0%
Total
40,490
40,862
100.0%
-
40,862
100.0%
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At 31 December 2024 risk was fully covered by corresponding derivatives.
Millions of euro
at Dec. 31,
2024
Gross debt
Derivatives
After risk
mitigation
Book value
Notional value
Euro
20,031
20,170
48.4%
21,478
41,648
100.0%
US dollar
17,970
18,135
43.5%
(18,135)
-
0.0%
Pound sterling
3,115
3,205
7.7%
(3,205)
-
0.0%
Swiss franc
138
138
0.3%
(138)
-
0.0%
Total Non-Euro currencies
21,223
21,478
51.6%
(21,478)
-
0.0%
Total
41,254
41,648
100.0%
-
41,648
100.0%
The exchange risk exposure from loans and financial receivables granted in non-Euro currency is limited to
3% in 2025 (4% in 2024) and covered by derivatives, part of which is not designed as hedge for accounting
purposes.
The future significant variations in exchange rates would not materially and adversely affect the Company’s
financial position.
Please see Risk Management section of these Financial Statements for sensitivity analysis on exchange
rate.
As shown in the table below, in 2025 the Company has low exposure to interest rate risk, nevertheless the
risk had not been fully eliminated. The Company used derivative instruments aiming at transforming
floating rate liabilities into fixed rate liabilities.
Millions of euro
at Dec. 31,
2025
Before risk mitigation
After risk mitigation
Floating rate
426
1.0%
426
1.0%
Fixed rate
40,436
99.0%
40,436
99.0%
Total
40,862
100.0%
40,862
100.0%
The table below represented the exposure to interest risk in 2024.
Millions of euro
at Dec. 31,
2024
Before risk mitigation
After risk mitigation
Floating rate
50
0.1%
-
0.0%
Fixed rate
41,598
99.9%
41,648
100.0%
Total
41,648
100.0%
41,648
100.0%
The future significant variations in interest rates would not materially and adversely affect the Company’s
financial position.
Please see Risk Management section of these Financial Statements for sensitivity analysis on interest rate.
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Related Parties
The main activity of Enel Finance International N.V. is to operate as financing company of the Enel Group,
raising funds through bonds issuance, loans and other facilities and on turn lending the funds so raised to
the companies belonging to Enel Group or associated companies; all the transactions are part of the
ordinary operations of the Company and are settled on arm’s length basis in line with Standard intra-Group
contract market prices.
Outlook
The Company expects to evolve steadily throughout 2026, with the aim to maintain the funding and lending
activities currently ongoing, keeping to support the Enel Group in the execution of its strategic business
plan.
Board of Directors composition
The Company’s organization is characterized by a Board of Directors charged with managing the Company
and a Shareholders’ Meeting.
The Company is a so-called Public Interest Entity (“Organisatie van Openbaar Belang”), since it has issued
listed bonds on EU-regulated markets, which requires the establishment of an audit committee. The
Company however makes use of the exemption in Article 3(a) of the Dutch Decree on the Audit Committee
("Besluit instelling auditcommissie") as foreseen in Article 39(3)(a) of Directive 2006/43/CE, as amended
by Directive 2014/56/EU of the European Parliament and of the Council, as its Parent Company (Enel
S.p.A.) is an entity that fulfils the requirements set out in paragraphs 39(1), (2) and (5) of Directive
2006/43/CE, as amended by Directive 2014/56 EU, Article 11(1), Article 11(2) and Article 16(5) of
Regulation (EU) No 537/2014 of the European Parliament and of the Council.
Pursuant to Article 19, subsection 2 of Italian Legislative Decree 39/2010 - as amended by Legislative
Decree 135/2016, implementing Directive 2014/56 EU - the audit committee of Enel S.p.A. coincides with
the “collegio sindacale” (board of statutory auditors). According to the legislation in force, the members of
the board of statutory auditors of Enel S.p.A. must possess the requisites of integrity, professionalism and
independence imposed upon the statutory auditors of listed companies, as supplemented (only as regards
the professionalism requisites) by specific provisions of the bylaws.
The Company believes that the composition of its Board of directors has a broad diversity of experience,
expertise and backgrounds, and that the backgrounds and qualifications of the directors, considered as a
group, provide a significant mix of experience, knowledge, abilities and independence that we believe will
allow our Board of Directors to fulfill its responsibilities and properly execute its duties.
The Company is in compliance with the Regulation on Sound Remuneration Policies pursuant to the
Financial Supervision Act 2011 (the “Regeling Beheerst beloningsbeleid Wft 2011”).
The directors, with relation to Enel, are not remunerated for their services directly and any interests they
hold in relation to the Parent Company and any expenses incurred in their directorship are declared as such
in the financial statements of the Parent company where necessary. The independent directors with no
relation to Enel, are remunerated in accordance with Remuneration policy of the management board of
Enel Finance International N.V., amended by the Shareholder (Resolution of the Sole Shareholder
23.01.2017) (see note 21).
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Diversity of Board of Directors
The gender diversity within the Board members of the Company is currently 40% therefore the Company
met the target of 33% set for 2025.
For next year the Company confirms that the selection criteria are only measurable skills, experience,
knowledge and personal qualities.
The Company has set the target to follow the best practice and to improve diversity within the workplace
as well as to keep at least 40% ratio between the number of men and women among Directors by the end
of 2026.
Financial committee
It is composed of council members (a general manager, an independent director and a chief operating
officer of the Company) and advisory members from the Company’s employees. It has a task of supporting
the assessment and decisions of the Board of Directors relating to the potential financial transaction of the
Company. In particular:
- adopting a standardized process to analyse potential financial portfolio transactions of the
Company;
- verifying the prior availability of transfer price and credit risk assessments concerning all lending
transactions;
- assessing the economic benefit and the consistency of main lending and funding transactions with
the Company's policies and arm's length principles;
- performing an analysis of the main financial risks involved in financial transactions, such as interest
rate, exchange rate, liquidity risk;
- verifying the debt capacity analysis of any new lending operations, considering cash flow
sustainability and financial and economic projections of the borrowers;
- evaluating potential accounting, tax and legal implications of the financial transactions
The Company’s control system
The appropriateness of the administrative and accounting procedures used in the preparation of the
financial statements has been verified in the assessment of the internal control system for financial
reporting. The assessment of the internal control system for financial reporting did not identify any material
issues.
On 16 December 2016 the Company adopted the new Enel Global Compliance Program (“EGCP”), addressed
to the foreign subsidiaries of the Enel Group. The aim of EGCP is to reinforce the commitment of the
Company to the highest ethical, legal and professional standards for enhancing and preserving the
reputation as well as the prevention of criminal behaviour abroad, which may lead to corporate criminal
liability to the Company.
Corporate ethics
All activities of the Enel Group are performed by adhering to a robust system of ethics. The system is based
on specific compliance programs, including among others: the Code of Ethics, the Enel Global Compliance
Program, the “Zero-Tolerance-of-Corruption” Plan, the Human Rights Policy.
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More information can be obtained from the investor relations section of Enel S.p.A. official website
https://www.enel.com/investors/governance/internal-controls
The Company voluntary follows above mentioned programs adopted by the Enel Group, confirming the
commitment to ensure propriety and transparency in conducting company business and operations and to
safeguard our image and positioning, the work of our employees, the expectations of shareholders and all
of the Enel Group’s stakeholders.
The awareness on topics included in the system of ethics is created though the internal learning platform.
Events after the reporting period
No events after the reporting date.
Sustainability report
In November 2022, the European Union adopted the Corporate Sustainability Reporting Directive (CSRD)
to enhance transparency and quality of sustainability information. However, following the recent adoption
of the Sustainability Omnibus Directive (Omnibus I), the EU has revised the scope of mandatory reporting,
raising the threshold to companies with more that 1,000 employees.
The Company will continue to monitor these regulatory developments and will report on its sustainability
performance as appropriate.
The Enel Group disclosed the Sustainability Statement as a part of the Enel Group Integrated Annual Report.
Report can be obtained from the investor relations section of Enel S.p.A. official website
(http://www.enel.com).
Personnel
At 31 December 2025 the Company had, other than the directors, ten employees and one seconded
personnel (nine employees and one seconded personnel at 31 December 2024).
In 2025 average headcount comprised nine people (nine people for 2024). All people worked in the
Netherlands.
Statement of the Board of Directors
Statement ex Article 5:25c Paragraph 2 sub c Financial Markets Supervision Act (“Wet op het Financieel
Toezicht”).
To our knowledge,
- the financial statements give a true and fair view of the assets, liabilities, financial position and
result of Enel Finance International N.V.;
- the Director’s Report gives a true and fair view of the Company’s position as per 31 December 2025
and the developments during the financial year 2025;
- the Director’s Report describes the principal risks the Company is facing.
This annual report is prepared according to International Financial Reporting Standards as adopted by the
European Union (“IFRS-EU”) and its financial statement is audited by KPMG Accountants N.V.
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The company complies with the conditions of article 3:2 Wft and therefore makes use of the group financing
company exemption”
The Company has an obligation to file its adopted annual report with the Dutch Authority for the Financial
Markets (AFM) on the basis of article 5:25o Wft. According to this obligation the Company is required to
file electronically its annual account with the AFM Autoriteit Financiele Markten) within a 5 day period after
the adoption of its annual report.
Amsterdam, 22 April 2026
A. Canta
E. Di Giacomo
H. Marseille
W. Parente
L.B. Van der Heijden
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Financial statements
for the year ended 31 December 2025
prepared in accordance with International
Financial Reporting Standards as endorsed
by the European Union
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Statement of profit or loss and other comprehensive
income
Millions of euro
Notes
2025
2024
Interest income
Interest income
1
1,514
2,044
Interest income from derivatives
1
217
294
(Subtotal)
1,731
2,338
Interest expenses
Interest expenses
1
1,472
1,758
Interest expense from derivatives
1
88
110
(Subtotal)
1,560
1,868
Net interest income/ (expense)
171
470
Other operating expense
2
7
4
Financial income
Financial income from derivatives
3
357
1,584
Other financial income
3
2,315
195
(Subtotal)
2,672
1,779
Financial expense
Financial expense from derivative
3
2,432
437
Other financial expense
3
264
1,342
(Subtotal)
2,696
1,779
Net financial income/ (expense)
(24)
-
Income/(Loss) before taxes
140
466
Income Taxes
4
116
131
Net income/(loss) for the year (attributable to the shareholders)
24
335
Other components of comprehensive income recyclable to profit or loss in future
periods:
- effective portion of change in fair value of cash flow hedges net of deferred taxes
17
756
(765)
- Change in the fair value of hedging costs net of deferred taxes
17
(35)
200
(Subtotal)
721
(565)
Total comprehensive income/(loss) for the period (attributable to the
shareholders)
745
(230)
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Statement of financial position
Millions of euro
Notes
ASSETS
at Dec. 31,
2025
Non-current assets
Deferred tax assets
5
211
Long-term loans and financial receivables
6
40,671
Derivatives
7
458
Other non-current financial assets
8
34
(Subtotal)
41,374
Current assets
Current portion of long-term loans and financial receivables
6
2,767
Short-term loans and financial receivables
9
5,240
Derivatives
7
2
Other current financial assets
10
1,608
Income tax receivable
11
Cash and cash equivalents
11
1
(Subtotal)
9,629
TOTAL ASSETS
51,003
LIABILITIES AND SHAREHOLDERS’ EQUITY
Share capital
12
1,479
Share premium reserve
12
4,826
Hedging reserve
12
(754)
Hedging costs reserve
12
159
Retained earnings
694
Net income for the period
12
24
Total shareholder's equity
6,428
Non-current liabilities
Long-term borrowings
13
36,057
Derivatives
7
1,583
Other non-current financial liabilities
154
(Subtotal)
37,794
Current liabilities
Income tax payable
-
Current portion of long-term borrowings
13
4,433
Short-term borrowings
14
1,858
Derivatives
7
3
Other current financial liabilities
15
483
Other current liabilities
4
(Subtotal)
6,781
TOTAL EQUITY AND LIABILITIES
51,003
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Statement of changes in equity
Millions of euro
Notes
Share
capital
Share
premium
reserve
Hedging
reserve
Hedging
costs
reserve
Retained
earnings
Net
income
for the
period
Equity
attributable
to the
shareholders
At January 1, 2024
1,479
9,126
(745)
(6)
9
350
10,213
Allocation of net income from the
previous year
-
-
-
-
350
(350)
-
Share premium repayment
-
(4,300)
-
-
(4,300)
Comprehensive income for the year:
-
-
(765)
200
-
335
(230)
of which:
- other comprehensive income (loss) for
the period
-
-
(765)
200
-
-
(565)
- net income for period
-
-
-
335
335
At December 31, 2024
1,479
4,826
(1,510)
194
359
335
5,683
Allocation of net income from the
previous year
-
-
-
-
335
(335)
Comprehensive income for the year:
-
-
756
(35)
24
745
of which:
- other comprehensive income (loss) for
the period
12
-
-
756
(35)
-
-
721
- net income for period
12
-
-
-
-
-
24
24
At December 31, 2025
1,479
4,826
(754)
159
694
24
6,428
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Statement of cash flows
Millions of euro
Note
2025
2024
Income for the period
24
335
Adjustments for:
(Un)realised (gain)/ losses
103
272
Expected credit loss
3
(14)
(11)
Income taxes
4
116
131
(Gains)/Losses and other non-monetary items
-
-
Changes in:
'- accrued interest income
(30)
55
'- accrued interest expenses
37
23
'- derivatives covering interest rate risk
(3)
(3)
'- other assets
(16)
4
Net changes in all other operational assets and liabilities
(12)
79
Income taxes paid
(103)
(54)
Cash flows from operating activities (a)
114
752
Financial service agreement with Enel S.p.A.
(2,092)
524
Loans granted to Group and associate companies
(102)
(1,636)
Loans repaid by Group and associate companies
1,726
6,263
Derivatives covering exchange rate risks - loans and RFAs
11
(163)
Cash flows from investing/disinvesting activities (b)
(456)
4,988
Financial debt (new borrowings)
13,14
6,178
3,582
Financial debt (repayments and other changes)
13,14
(5,546)
(5,276)
Derivatives covering exchange rate risks - bonds
(176)
41
Loans due to Group and associate companies
706
23
Share premium repayment
-
(4,300)
Other financing
(821)
188
Cash flows from financing activities (c)
341
(5,742)
Impact of exchange rate fluctuations on cash and cash equivalent (d)
1
0
Increase/(Decrease) in cash and cash equivalents (a+b+c+d)
-
(2)
Cash and cash equivalents at the beginning of the year
11
1
3
Cash and cash equivalents at the end of the year
11
1
1
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Notes to the financial statements
Form and content of the financial statement
Enel Finance International N.V. (“the Company”) is incorporated as a limited liability company under the
laws of the Netherlands on 26 September 2008. The Company is registered with the trade register of the
Dutch chamber of commerce under number 34313428 with business address at Herengracht 469, 1017 BS
Amsterdam, the Netherlands. The Company is established for an indefinite duration.
Enel Finance International N.V. (“the Company”) is a public company with limited liability, where 74.99%
of the shares are held by Enel Holding Finance S.r.l (direct parent) and 25.01% of the shares are held by
Enel S.p.A., both companies, have their seats in Rome, Italy. 100% of shares of Enel Holding Finance S.r.l.
are held by Enel S.p.A.
Therefore, Enel S.p.A. is the ultimate controlling shareholder of the Company.
Company’s financial statements are included into the consolidated financial statements of Enel S.p.A., which
can be obtained from the investor relations section of Enel S.p.A. official website (http://www.enel.com).
Corporate purpose
The Company operates as a financing company for the Group, raising funds through bond issuances, loans
and other facilities and on turn, lending the funds so raised to the companies belonging to the Enel Group.
The Company is also part of the centralised financial process and acts as the primary reference for the
management of financial needs or liquidity generated by the Enel Group companies.
The Company acts solely as a financing company for the Enel Group and therefore is not engaged in market
competition in the energy sector with third parties.
The Company is managed by a Board of Directors composed of five members, appointed by the general
meeting of shareholders, which may dismiss them at any time. The management board has the power to
perform all acts of administration and disposition in compliance with the corporate objects of the Company.
The joint signatures of any two members of the management board or the single signature of any person
to whom such signatory shall have been appointed by the management board may bind the Company.
Compliance with IFRS/IAS
The financial statements for the year ended 31 December 2025 have been prepared in accordance with
international accounting standards (International Accounting Standards IAS and International Financial
Reporting Standards IFRS) issued by International Accounting Standards Board (IASB), the
interpretations of the International Financial Reporting Interpretations Committee (IFRIC) and the Standing
Interpretations Committee (SIC), endorsed by the European Union pursuant to Regulation (EC) no.
1606/2002 and in effect as of the close of the year. All of these standards and interpretations are hereinafter
referred to as the “IFRS-EU”. The financial statements have also been prepared in conformity with the
statutory provisions of the Netherlands Civil Code, Book 2, Title 9 and specifically Section 2:362(9).
The financial statements were approved by the Board of Directors and authorised for issue effective on
25 February 2026, with an update on the final version as per 22 April 2026.
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Basis of presentation
The financial statements consist of the statement of profit and loss and comprehensive income, the
statement of financial position, the statement of changes in equity, the statement of cash flows, and the
related notes.
The assets and liabilities reported in the financial position are classified on a “current/non-current basis”.
Current assets, which include cash and cash equivalents, are assets that are intended to be used during
the normal operating cycle of the Company or in the twelve months following the balance-sheet date;
current liabilities are liabilities that are expected to be settled during the normal operating cycle of the
Company or within the twelve months following the close of the financial year.
The income statement is classified on the basis of the nature of expenses, while the indirect method is used
for the cash flow statement.
Financial assets and liabilities are offset and the net amount presented in the statement of financial position
when, and only when, the Company has a legal right to offset the amounts and intends either to settle on
a net basis or to realize the asset and settle the liability simultaneously.
Functional and presentation currency
The financial statements are presented in euro, the functional currency of Enel Finance International N.V.
All figures are shown in millions of euro unless stated otherwise.
The accounting policies set out below have been applied consistently to all periods presented in these
financial statements.
Going Concern
The financial statements have been prepared on a going concern basis using the cost method, with the
exception of items measured at fair value in accordance with IFRS-EU.
Enel S.p.A. would provide financial support to the Company should it not be able to meet its obligations.
In relation to this, this annual commitment has been formally confirmed by Enel S.p.A. in a support letter
issued on 3 February 2026 and valid until next year’s approval date of the Financial Statements, should
the company remain under control of the Enel Group.
Based upon the assessment of management, supported by the fact that Enel S.p.A. is the guarantor of the
bonds and the ECPs, management has not identified any going concern triggers and therefore has prepared
these financial statements on a going concern basis.
Solvency
Given the objectives of the company, the Company is strictly economically interrelated with Enel S.p.A. In
assessing the solvency as well as the general risk profile of the Company, the solvency of the Enel Group
as a whole, headed by Enel S.p.A. should be considered.
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Accounting policies and measurement criteria
Use of estimates and management judgments
Preparing the financial statements under IFRS-EU requires the use of estimates and assumptions that affect
the carrying amount of assets and liabilities and the related information on the items involved, as well as
the disclosure required for contingent assets and liabilities at the balance sheet date. The estimates and
the related assumptions are based on previous experience and other factors considered reasonable in the
circumstances. They are formulated when the carrying amount of assets and liabilities is not easily
determined from other sources. The actual results may therefore differ from these estimates. The estimates
and assumptions are periodically revised, and the effects of any changes are reflected in the income
statement if they only involve that period. If the revision involves both the current and future periods, the
change is recognized in the period in which the revision is made and in the related future periods
Expected credit losses on financial assets
Loss allowances for financial assets are based on assumptions about risk of default and on the measurement
of expected credit losses. Management uses judgement in making these assumptions and selecting the
inputs for the impairment calculation, based on the Company’s past history, existing market conditions as
well as forward looking estimates at the end of each reporting period.
Determining the fair value of financial instruments
Fair value of financial instruments is determined on the basis of prices directly observable in the market,
where available, or, for unlisted financial instruments, using specific valuation techniques (mainly based on
present value) that maximise the use of observable market inputs. In the rare circumstances where this is
not possible, the inputs are estimated by management considering the characteristics of the instruments
being measured.
Recovery of deferred tax assets
The financial statements report deferred tax assets in respect of income components whose deductibility is
deferred in an amount whose recovery is considered by management to be highly probable.
The recoverability of such assets is subject to the achievement of future profits sufficient to absorb such
tax losses and to use the benefits of the other deferred tax assets.
Significant management judgement is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and the level of future taxable profits together with future tax
planning strategies and the tax rates applicable at the date of reversal.
Classification and measurement of financial assets
At initial recognition, in order to classify financial assets as financial assets at amortised cost, at fair value
through other comprehensive income and at fair value through profit or loss, management assesses both
the contractual cash flows characteristics of the instrument and the business model for managing financial
assets in order to generate cash flows.
For the purpose to evaluate the contractual cash flows characteristics of the instrument, management
performs the SPPI test at an instrument level, in order to define if it gives rise to cash flows that are solely
payments of principal and interest on the principal amount outstanding, performing specific assessment on the
contractual clauses of the financial instruments, as well as quantitative analysis, if required.
The business model determines whether cash flows will result from collecting contractual cash flows, selling
the financial assets, or both.
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Hedge Accounting
Hedge accounting is applied to derivatives in order to reflect into the financial statements the effect of risk
management strategies.
At such regard, the Company documents at the inception of the transaction the hedge relationship between
hedging instruments and hedged items, as well as its risk management objectives and strategy. The
Company also assesses, both at hedge inception and on an ongoing basis, whether hedging instruments
are highly effective in offsetting changes in fair values or cash flows of hedged items.
Based on management judgement, the effectiveness assessment based on the existence of an economic
relationship between the hedging instruments and the hedged items, on the dominance of credit risk on
the value changes and on the hedge ratio, as well as the measurement of the ineffectiveness, is evaluated
through a qualitative assessment and/or a quantitative computation, depending on the specific facts and
circumstances and on the characteristics of the hedged items and the hedging instruments.
For cash flow hedges of forecast transactions designated as hedged items, management assesses and
documents to what extent they are highly probable and present an exposure to changes in cash flows that
affect profit or loss.
Moreover, during the year, the Company has carefully monitored the effect of uncertainties related to the
Covid-19 pandemic on its hedge accounting relationships.
Uncertainty over income tax treatments
The Company determines whether to consider each uncertain income tax treatment separately or together
with one or more other uncertain tax treatments as well as whether to reflect the effect of uncertainty by
using the most likely amount or the expected value method, depending on which approach the Company
expects to better predicts the resolution of the uncertainty for each uncertain tax treatments, taking
account of local tax regulations.
The Company applies judgment in identifying uncertainties over income tax treatments and reassesses any
judgments and estimates made if a change in facts and circumstances might change a conclusions about
the acceptability of a tax treatment or the estimate of the effect of uncertainty, or both.
Material accounting policies
Related parties
Related parties are mainly parties that have the same parent entity as Enel Finance International N.V.,
companies that directly or indirectly through one or more intermediaries control, are controlled or are
subject to the joint control of the Company. In addition, statutory directors, other key management of the
Company or the ultimate parent company and close relatives are regarded as related parties.
All transactions with related parties were carried out on normal market terms and conditions.
Translation of foreign currencies
Transactions in currencies other than the functional currency are recognized in these financial statements
at the exchange rate prevailing on the date of the transaction.
Monetary assets and liabilities denominated in a foreign currency other than the functional currency are
later adjusted using the balance sheet exchange rate.
Any exchange rate differences are recognized in profit or loss.
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Fair value measurement
For all fair value measurements and disclosures of fair value, that are either required or permitted by
international accounting standards, the Company applies IFRS 13.
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, in an
orderly transaction, between market participants, at the measurement date (i.e. an exit price).
The fair value measurement assumes that the transaction to sell an asset or transfer a liability takes place
in the principal market, i.e. the market with the greatest volume and level of activity for the asset or
liability. In the absence of a principal market, it is assumed that the transaction takes place in the most
advantageous market to which the entity has access, i.e. the market that maximizes the amount that would
be received to sell the asset or minimizes the amount that would be paid to transfer the liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best interest.
Market participants are independent, knowledgeable sellers and buyers who are able to enter into a
transaction for the asset or the liability and who are motivated but not forced or otherwise compelled to do
so.
When measuring fair value an entity shall take into account the characteristics of the asset or liability, in
particular:
> for a non-financial asset, a fair value measurement takes into account a market participant’s ability
to generate economic benefits by using the asset in its highest and best use or by selling it to another
market participant that would use the asset in its highest and best use;
> for liabilities and own equity instruments, the fair value reflects the effect of non-performance risk,
i.e the risk that an entity will not fulfill an obligation, including but not limited to the entity’s own credit
risks;
> in the case of groups of financial assets and financial liabilities with offsetting positions in market
risk or counterparty credit risk, managed on the basis of an entity’s net exposure to such risks, it is
permitted to measure fair value on a net basis.
In measuring fair value of assets and liabilities, the Group uses valuation techniques that are appropriate
in the circumstances and for which sufficient data are available, maximizing the use of relevant observable
inputs and minimizing the use of unobservable inputs.
Financial instruments
Financial instruments are any contract that gives rise to a financial asset of one entity and a financial
liability or equity instrument of another entity; they are recognised and measured in accordance with IAS 32
and IFRS 9.
A financial asset or liability is recognised in the financial statements when, and only when, the Company
becomes party to the contractual provision of the instrument (trade date).
Conversely, the Company initially measures financial assets other than trade receivables at their fair value
plus, in the case of a financial asset not at fair value through profit or loss, transaction costs.
Financial assets are classified, at initial recognition, as financial assets at amortised cost, at fair value
through other comprehensive income and at fair value through profit or loss, on the basis of both
Company’s business model and the contractual cash flows characteristics of the instrument.
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For this purposes, the assessment in order to define if the instrument gives rise to cash flows that are
solely payments of principal and interest (SPPI) on the principal amount outstanding, is referred to as the
SPPI test and is performed at an instrument level.
The Company’s business model for managing financial assets refers to how it manages its financial assets
in order to generate cash flows. The business model determines whether cash flows will result from
collecting contractual cash flows, selling the financial assets, or both.
For purposes of subsequent measurement, financial assets are classified in four categories:
- financial assets at amortised cost (debt instruments);
- financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments);
- financial assets designated at fair value through OCI with no recycling of cumulative gains and losses
upon derecognition (equity instruments); and
- financial assets at fair value through profit or loss.
Financial assets measured at amortised cost
This category mainly includes trade receivables, other receivables and financial receivables.
Financial assets at amortised cost are held within a business model whose objective is to hold financial
assets in order to collect contractual cash flows and whose contractual terms give rise, on specified dates,
to cash flows that are solely payments of principal and interest on the principal amount outstanding.
Such assets are initially recognised at fair value, adjusted for any transaction costs, and subsequently
measured at amortised cost using the effective interest method and are subject to impairment.
Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.
Impairment of financial assets
At the end of each reporting date, the Company recognizes a loss allowance for expected credit losses on
trade receivables and other financial assets measured at amortised cost and all other assets in the scope
of IFRS 9 expected credit loss model.
The Company impairment model is based on the determination of expected credit losses (ECL) using a
forward- looking approach. In essence, the model provides for:
- the recognition of expected credit losses on an ongoing basis and the updating of the amount of such
losses at the end of each reporting period, reflecting changes in the credit risk of the financial
instrument;
- the measurement of expected losses on the basis of reasonable information, obtainable without undue
cost, about past events, current conditions and forecasts of future conditions.
For all financial assets, other than trade receivables, the Company applies the general approach under IFRS
9, based on the assessment of a significant increase in credit risk since initial recognition. Under such
approach, loss allowance on financial assets is recognized at an amount equal to the lifetime expected
credit losses, if the credit risk on those financial assets has increased significantly, since initial recognition,
considering all reasonable and supportable information, including also forward-looking inputs.
If at the reporting date, the credit risk on financial assets has not increased significantly since initial
recognition, the Company measures the loss allowance for those financial assets at an amount equal to 12-
month expected credit losses.
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For financial assets on which loss allowance equals to lifetime expected credit losses has been recognized
in the previous reporting date, the Company measures the loss allowance at an amount equal to 12-month
expected credit losses when significant increase in credit risk condition is no longer met.
The Company recognizes in profit or loss, as impairment gain or loss, the amount of expected credit losses
(or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is
required to be recognized in accordance with IFRS 9.
The loss allowances for financial assets are based on assumptions about risk of default and expected credit
losses. The Company uses judgement in making these assumptions and selecting the inputs for the
impairment calculation, based on the Company’s past history, existing market conditions as well as forward
looking estimates at the end of each reporting period.
Cash and cash equivalents
This category includes deposits that are available on demand or at very short term, as well as highly short-
term liquid financial investments that are readily convertible into a known amount of cash and which are
subject to insignificant risk of changes in value.
Financial liabilities at amortised cost
This category mainly includes borrowings, trade payable and debt instruments.
Financial liabilities, other than derivatives, are recognised when the Company becomes a party to the
contractual clauses of the instrument and are initially measured at fair value adjusted for directly
attributable transaction costs. Financial liabilities are subsequently measured at amortised cost using the
effective interest rate method.
Derecognition of financial assets and liabilities
Financial assets are derecognised whenever one of the following conditions is met:
- the contractual right to receive the cash flows associated with the asset expires;
- the Company has transferred substantially all the risks and rewards associated with the asset,
transferring its rights to receive the cash flows of the asset or assuming a contractual obligation to pay
such cash flows to one or more beneficiaries under a contract that meets the requirements provided by
IFRS 9 (the “pass through test”);
- the Company has not transferred or retained substantially all the risks and rewards associated with the
asset but has transferred control over the asset.
Financial liabilities are derecognised when they are extinguished, i.e. when the contractual obligation has
been discharged, cancelled or expired.
When an existing financial asset or liability is replaced by another from the same borrower or lender on
substantially different terms, or the terms of an existing asset or liability are substantially modified, such
an exchange or modification is treated as the derecognition of the original asset or liability and the
recognition of a new asset or liability. The difference in the respective carrying amounts is recognised in
profit or loss.
Derivative financial instruments
A derivative is a financial instrument or another contract:
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31
- whose value changes in response to the changes in an underlying variable such as an interest rate,
commodity or security price, foreign exchange rate, a price or rate index, a receivable rating or other
variable;
- that requires no initial net investment, or one that is smaller than would be required for a contract with
similar response to changes in market factors;
- that is settled at a future date.
Derivative instruments are classified as financial assets or liabilities depending on the positive or negative
fair value and they are classified as “held for trading” within “Other business model” and measured at fair
value through profit or loss, except for those designated as effective hedging instruments.
For more details about hedge accounting, please refer to the note 17 “Derivatives and hedge accounting”.
All derivatives held for trading, are classified as current assets or liabilities.
Derivatives not held for trading purposes, but measured at fair value through profit or loss since they are
not designed as hedge instruments for hedge accounting and derivative designated as effective hedging
instruments are classified as current or not current on the basis of their maturity date and the Group
intention to hold the financial instrument till maturity or not.
Share capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary
shares and share options are recognized as a deduction from equity, net of any tax effects.
Reference is made to note 12 for the other relevant elements of equity.
Interest income and expense
Interest income and expense is recognized on an accruals basis in line with interest accrued on the net
carrying amount of the related financial assets and liabilities using the effective interest method.
Interest income is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the amount can be reliably measured.
Other interest income and expense
Other interest income and expense primarily includes gain/loss on the disposal of financial assets/ liabilities
that are not an output of the Company’s ordinary activity.
Financial income and expense
Financial income and expense from derivatives include:
- income and expense from derivatives measured at fair value through profit or loss;
- income and expense from fair value hedge derivatives;
- income and expense from cash flow hedge derivatives on interest rate and foreign exchange risks.
Financial income and expense include also changes in the fair value of financial instruments other than
derivatives.
Dividends
Dividends and interim dividends payable to the Company’s shareholders are recognized as changes in
equity at the date they are approved by the Shareholders’ Meeting and the Board of Directors, respectively.
Income taxes
Income tax expense comprises current and deferred tax.
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32
Corporate income tax is calculated on the basis of the profit before taxation shown in the Statement of
profit and loss and comprehensive income, taking into account tax allowances and tax adjustments. As of
1 January 2015, the Company forms part of a fiscal unity with Enel Investment Holding B.V, whereby the
Company is the head of the fiscal unity. From 1 January 2020 till 31 December 2023 Enel Insurance N.V.
was a part of the fiscal unity.
The Company is jointly and severally liable for all corporate income tax liabilities of the fiscal unity. Taxation
for entities within the fiscal unity is calculated on a stand-alone basis.
Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business
combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax
rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect
of previous years. Current tax payable also includes any tax liability arising from the declaration of
dividends.
Deferred tax liabilities and assets are calculated on the temporary differences between the carrying
amounts of assets and liabilities in the financial statements and their corresponding values recognized for
tax purposes on the basis of tax rates in effect on the date the temporary difference will reverse, which is
determined on the basis of tax rates that are in force or substantively in force at the balance sheet date.
Deferred tax assets are recognized when recovery is probable, i.e. when an entity expects to have sufficient
future taxable income to recover the asset.
The recoverability of deferred tax assets is reviewed at each year-end. Taxes in respect of components
recognized directly in equity are taken directly to equity.
The Company has assessed the expected impact of the Pillar II - global minimum top-up tax and notes that
the financial statements are not impacted due to the local effective tax rate that is higher than 15 percent
and the entity has not paid any Pillar II top-up tax on behalf of other entities in the Enel Group. Also, no
Pillar II top-up tax has been recharged to the entity.
Recently issued accounting standards and Standards issued but not yet effective
New accounting standards applied in 2025
The Company has applied the following new standards, interpretation and amendments that took effect as
from January 1, 2025:
“Amendments to IAS 21-The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability”,
issued in August 2023, that specify how to assess whether a currency is exchangeable, and how to
determine the exchange rate when it is not.
The amendments state that a currency is exchangeable into another currency when it is possible to
obtain the other currency within a time frame that allows for a normal administrative delay and through
a market or exchange mechanism in which an exchange transaction would create enforceable rights
and obligations. Exchangeability shall be assessed at a measurement date and for a specified purpose.
If it is possible to obtain no more than an insignificant amount of the other currency at the
measurement date for the specified purpose, the currency is not exchangeable into the other currency.
When a currency is not exchangeable into another currency at a measurement date, a spot exchange
rate, that reflects the rate at which an orderly exchange transaction would take place at the
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measurement date between market participants under prevailing economic conditions, shall be
estimated.
The amendments do not specify how the spot exchange rate shall be estimated to meet that objective;
at such regard, observable exchange rate without adjustment or another estimation technique can be
used.
The amendments also require disclosure of information that enables users of financial statements to
understand how the currency not being exchangeable into the other currency affects, or is expected
to affect, the financial performance, financial position and cash flows.
The application of these amendments did not have material impact in the financial statements.
Standards issued but not yet effective
Below is a list of accounting standards, amendments and interpretations that will be effective for the
Company after 31 December 2025:
IFRS 18, ‘Presentation and Disclosure in Financial Statements’, issued in April 2024. The new
standard, on presentation and disclosures in financial statements, will replace IAS 1 Presentation of
financial statements, introducing new requirements to provide more relevant information and transparency
to users, with a focus on updates to the statement of profit or loss. More in details, the key concepts
introduced by IFRS 18 relate to:
structure of the statement of profit or loss, requiring defined subtotals;
requirement to determine the most useful structure summary for presenting expenses in the statement
of profit or loss;
required disclosures in a single note within the financial statements for management-defined
performance measures related to subtotals of income and expenses that are used in public
communications reported outside the financial statements; and
enhanced principles on aggregation and disaggregation of information.
The standard shall be applied, subject to endorsement, to annual reporting periods beginning on or after 1
January 2027. Retrospective application is required.
“IFRS 19 Subsidiaries without Public Accountability: Disclosures”, issued in May 2024. The new,
voluntary, standard allows eligible subsidiaries to apply reduced disclosure requirements.
In particular, a subsidiary is eligible if:
it does not have public accountability; and
it has an ultimate or intermediate parent that produces consolidated financial statements available for
public use that comply with IFRS Accounting Standards.
The standard shall be applied, subject to endorsement, to annual reporting periods beginning on or after
1 January 2027.
“Amendments to IFRS 10 and IAS 28 - Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture”, issued in September 2014. The amendments clarify the accounting treatment
for sales or contribution of assets between an investor and its associates or joint ventures. They confirm
that the accounting treatment depends on whether the non-monetary assets sold or contributed to an
associate or joint venture constitute a ‘business’ (as defined in IFRS 3). The IASB has deferred the effective
date of these amendments indefinitely.
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Amendments to IFRS 9 and IFRS 7 - Amendments to the Classification and Measurement of
Financial Instruments, issued in May 2024. The amendments include new requirements to:
clarify the date of recognition and derecognition of some financial assets and liabilities, with a new
exception for some financial liabilities settled through an electronic cash transfer system;
clarify and add further guidance for assessing whether a financial asset meets the solely payments of
principal and interest (SPPI) criterion;
add new disclosures for certain instruments with contractual terms that can change cashflows (such
as some financial instruments with features linked to the achievement of environment, social and
governance targets); and
update the disclosures for equity instruments designated at fair value through other comprehensive
income (FVOCI).
The amendments shall be applied, subject to endorsement, to annual reporting periods beginning on or
after 1 January 2026.
Annual Improvements Volume 11, issued in July 2024. The document contains formal modifications
and clarifications of existing standards. More specifically, the following standards were amended:
IAS 7 - Cost method; the amendment removes the term cost method that is no longer defined in
IFRS Accounting Standards;
IFRS 9 - Lessee derecognition of lease liabilities; the amendment addresses a potential lack of clarity
related to how a lessee accounts for the derecognition of a lease liability, clarifying that any resulting
gain or loss shall be recognized in profit or loss;
IFRS 9 - Transaction price; the amendment removes the reference in Appendix A of the IFRS 9 to the
definition of ‘transaction price’ in IFRS 15, considering that the term ‘transaction price’ is used in
particular paragraphs of IFRS 9 with a meaning that is not necessarily consistent with the definition of
that term in IFRS 15;
IFRS 7 - Gain or loss on derecognition; the amendment addresses a potential confusion arising from
an obsolete reference to a paragraph that was deleted from the standard when IFRS 13 Fair Value
Measurement was issued;
IFRS 7 - Disclosure of deferred difference between fair value and transaction price; the amendment
addresses an inconsistency between the standard and its accompanying implementation guidance that
arose when a consequential amendment resulting from the issuance of IFRS 13 was made to the
standard, but not to the corresponding paragraph in the implementation guidance;
IFRS 7 - Introduction and credit risk disclosures; the amendment addresses a potential confusion by
clarifying how to apply the relevant Implementation Guidance and by simplifying some explanations;
IFRS 10 - Determination of a ‘de facto agent’; the amendment clarify how an investor shall determine
whether another party is acting on its behalf;
IFRS 1 Hedge accounting by a first-time adopter; the amendment improves the consistency between
requirements for hedge accounting in IFRS 9 and IFRS 1.
Each of the amendments shall be applicable for annual reporting periods beginning on or after 1 January
2026, with early application permitted.
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“Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity”, issued in
December 2024. The amendments aim to better represent the financial effects arising from certain
contracts for the purchase or sale of electricity from renewable sources (e.g. wind and solar). Such
contracts involve exposure to the variability of the underlying amount of electricity because the source
of electricity generation depends on uncontrollable natural conditions (e.g., the weather). These
contracts include both contracts to buy or sell nature-dependent electricity, often structured as long-
dated power purchase agreements (i.e., physical power purchase agreements, PPAs), and financial
instruments that reference such electricity (i.e., virtual power purchase agreements, VPPAs); The
amendments are the following:
- the application of the own-use exception to physical PPAs is allowed if the entity has been, and it
expects to be, a ‘net purchaser’ of electricity for the contract period, i.e., it buys sufficient electricity
to offset any sales of unused electricity in the same market in which the electricity is sold;
- the application of hedge accounting is permitted to Virtual PPAs (i.e. contracts that do not provide
for the physical delivery of energy and whose settlement is based on the difference between the
market price of energy and the strike price provided for in the contract) or to PPAs for which it is
not possible to apply the own use exemption. In particular, such contracts can be used as hedging
instruments for a variable nominal amount of forecast electricity transactions that is aligned with
the variable amount of electricity expected to be delivered by the generation facility as referenced
in the hedging instrument. If the cash flows of the hedging instrument are conditional on the
occurrence of a designated forecast transaction, such forecast transaction is presumed to be highly
probable;
- disclosures requirements have been introduced to clarify the effects of the nature-dependent
electricity contracts on the cash flows and the financial performance. Furthermore, specific
disclosures are required in case of own-use exception adoption.
The amendments shall be applied for annual reporting periods beginning on or after 1 January 2026,
and early application is permitted.
Amendments to IAS 21 - Translation to a Hyperinflationary Presentation Currency”, issued in November
2025. The Amendments aim to specify the translation procedures when the presentation currency is
that of a hyperinflationary economy. The amendments shall be applied if:  
- the functional currency is that of a non-hyperinflationary economy and the results and financial
position shall be translated into the currency of a hyperinflationary economy; or
- the results and financial position of a foreign operation whose functional currency is that of a non-
hyperinflationary economy shall be translated into the currency of a hyperinflationary economy.
The amendments, subject to endorsement, shall be applied for annual reporting periods beginning on or
after 1 January 2027, and early application is permitted.
The Company is assessing the potential impact of the future application of the new provisions.
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Risk management
Market risk
As part of its operation as a financing company for the Enel Group, Enel Finance International N.V. is
exposed to different market risks, notably interest rate and exchange rates risks. The primary objective of
the Company is to mitigate such risks appropriately so that they do not give rise to unexpected changes in
results.
In order to mitigate this risk, the Company employs financial derivative instruments such as interest rate
swaps, currency forwards and cross currency interest rate swaps, that are negotiated both with Enel S.p.A.
and on the market.
The derivatives compliant with IFRS 9 requirements can be designated as cash flow hedge or fair value
hedge, otherwise are classified as trading.
There were no changes in the source of exposure to interest rate and exchange rate risk compared with
the previous year.
Interest rate risk
Interest rate risk is the risk born by an interest-bearing financial instrument due to variability of interest
rates. The optimal debt structure results from the trade-off between reducing the interest rate exposure
and minimizing the average cost of debt.
The Company is exposed to interest rate fluctuation on both liabilities and assets.
Interest rate swaps are stipulated to mitigate the exposure to interest rates fluctuation, thus reducing the
volatility of economic results. Through an interest rate swap, the Company agrees with a counterparty to
exchange, with a specified periodicity, floating rate interest flows versus fixed rate interest flows, both
calculated on a reference notional amount. In order to ensure effectiveness, all the contracts have notional
amount, periodicity and expiry date matching the underlying financial liability and its expected future cash
flows.
The notional amount of outstanding contracts is reported below.
Millions of euro
Notional amount
2025
2024
Interest rate derivatives:
Interest rate swap
1,445
2,097
Total
1,445
2,097
For more details, please refer to the note 16 and 17.
At 31 December 2025, 1.0% of gross long-term debt towards third parties was floating rate (0.12% at 31
December 2024). Taking into account interest rate derivatives designated as cash flow hedge considered
effective pursuant to the IFRS EU, gross long-term debt is mostly fully hedged against interest rate risk.
Having both assets and liabilities indexed to floating rate indices, the sensitivity of the Company income
statement to the fluctuation of interest rates depends upon its net long term financial position, please refer
to the sensitivity table.
Interest rate risk sensitivity analysis
The Company performs sensitivity analysis by estimating the effects of changes in the level of interest rates
on financial instruments portfolio. In particular, sensitivity analysis measures the potential impact of market
scenarios both on equity, for the hedging component of derivatives in cash flow hedge, and on income
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37
statement for all derivatives that do not qualify for hedge accounting and the portion of net long-term
floating-rate debt not covered by derivatives. The Company’s assets and liabilities are accounted for at
amortised costs and not impacted by changes in the level of interest rates.
These scenarios are represented by parallel translation, measured in basis points (bps) in the interest rate
yield curve at the reporting date. All other variables held constant, the Company’s income and equity before
tax is impacted as follows:
Millions of euro
Interest rate risk sensitivity analysis
2025
Pre-tax impact on
income
Pre-tax impact on
equity
Interest
Rates
scenario
increase
decrease
increase
decrease
Change in interest expense related to long term gross
floating-rate debt after hedging
25 bp
-
-
-
-
Change in interest income related to floating-rate
financial receivables after hedging
25 bp
39
(39)
-
-
Change in Fair value of Derivative financial
instruments not qualifying for hedge accounting
25 bp
-
-
-
-
Change in Fair value of Derivative Financial
instruments designated as hedging instruments
25 bp
-
-
-
-
Millions of euro
Interest rate risk sensitivity analysis
2024
Pre-tax impact on
income
Pre-tax impact on
equity
Interest
Rates
scenario
increase
decrease
increase
decrease
Change in interest expense related to long term gross
floating-rate debt after hedging
25 bp
-
-
-
-
Change in interest income related to floating-rate
financial receivables after hedging
25 bp
32
(32)
-
-
Change in Fair value of Derivative financial
instruments not qualifying for hedge accounting
25 bp
-
-
-
-
Change in Fair value of Derivative Financial
instruments designated as hedging instruments
25 bp
-
-
(1)
1
Currency risk
Currency risk is a type of risk that arises from the change in price of one currency against another. The
Company exposure to such risk is mainly due to foreign currencies denominated flows, originated by
financial assets and liabilities.
In order to mitigate this risk, the Company enters into plain vanilla transactions such as currency forwards
and cross currency interest rate swaps. In order to ensure effectiveness, all the contracts have notional
amount and expiry date matching the underlying expected future cash flows.
Cross currency interest rate swaps are used to transform a long-term fixed or floating rate liability in
foreign currency into an equivalent fixed or floating rate liability in euro, while currency forwards are
used to hedge commercial papers and intercompany loans.
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Millions of euro
Notional amount
2025
2024
Foreign exchange derivatives:
Currency forwards:
539
898
Cross currency interest rate swaps
23,014
22,699
Total
23,553
23,597
For more details, please refer to the note 16 and 17.
Currency risk sensitivity analysis
The Company performs sensitivity analysis by estimating the effects on financial instruments portfolio of
changes in the level of exchange rates. In particular, sensitivity analysis measures the potential impact of
market scenarios both on equity, for the hedging component of cash flow hedges derivatives, and on income
statement for those derivatives that do not qualify for hedge accounting and the portion of gross long-term
foreign denominated debt not covered by derivatives.
These scenarios are represented by the 10% Euro appreciation/depreciation towards all foreign currencies
in comparison with end of year level. All other variables held constant, the carrying value of the Company’s
assets and liabilities denominated in foreign currencies are impacted following the exchange rate scenario
disclosed (10%), the Company’s income and equity before tax is impacted as follows:
Millions of euro
Foreign exchange risk sensitivity analysis
2025
Pre-tax impact on
income
Pre-tax impact on
equity
Exchange
Rate
Euro
Appr.
Euro
Depr.
Euro
Appr.
Euro
Depr.
scenario
Change in Fair value of Derivative financial
instruments not qualifying for hedge accounting
10%
43
(53)
-
-
Change in Fair value of Derivative Financial
instruments designated as hedging instruments
10%
Cash Flow hedge
10%
-
-
(2,116)
2,586
Fair value hedge
10%
(50)
61
-
-
Millions of euro
Foreign exchange risk sensitivity analysis
2024
Pre-tax impact on
income
Pre-tax impact on
equity
Exchange
Rate
Euro
Appr.
Euro
Depr.
Euro
Appr.
Euro
Depr.
scenario
Change in Fair value of Derivative financial
instruments not qualifying for hedge accounting
10%
80
(98)
-
-
Change in Fair value of Derivative Financial
instruments designated as hedging instruments
Cash Flow hedge
10%
-
-
(2,038)
2,491
Fair value hedge
10%
(51)
62
-
-
Credit risk
The Company’s financial operations expose it to credit risk, i.e. the possibility that a deterioration in the
creditworthiness of a counterparty has an adverse impact of the expected value of the creditor position.
The exposure to credit risk is attributable to Lending and hedging transactions.
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Enel Finance International N.V. is part of the centralised financial flow process and acts as the primary
reference for the management of financial needs or liquidity generated by Enel Group entities. The Company
manages its lending operations in different countries and regions to minimise the concentration of risks
and therefore mitigate financial loss through a counterparty’s potential failure to make payments.
Finally, with regard to derivative transactions, risk mitigation is pursued with a uniform system for assessing
counterparties, as well as with the adoption of specific risk mitigation clauses (e.g. netting arrangements)
and possibly the exchange of cash collateral.
The Company’s maximum exposure to credit risk for the components of the Balance Sheet at 31 December
2025 and 2024 is the carrying amounts as illustrated in Note 6, 9 and 10.
Credit risk measurement
The Expected Credit Loss (i.e. ECL), determined considering Probability of Default (PD), Loss Given Default
(LGD), and Exposure at Default (EAD), is the difference between all contractual cash flows that are due in
accordance with the contract and all cash flows that are expected to be received (i.e., all short falls)
discounted at the original EIR.
EAD is established on a quarterly basis using outstanding exposure data. PD and LGD are determined at
least annually.
Probability of Default (PD) indicates the likelihood that a counterparty will default within one-year time
horizon.
The Company defines a default to have occurred when:
the counterparty is overdue by more than 90 days; or
the Company considers the borrower to be unlikely to meet its contractual obligations;
besides mandatory triggers, judgmental triggers also apply.
The PD is estimated mainly in relation to the creditworthiness of each counterparty. The Company computes
the PD as the average of the P provided by the major rating agencies (e.g. Standard & Poor’s, Moody’s) for
each credit score, updated on yearly basis. In addition, in the absence of detailed values for each rating
class of Caa range, the values of cumulative PD shown in the tables for B3 and Ca-C are interpolated using
an exponential regression. Internal methodology to assess the creditworthiness considers qualitative and
quantitative information in order to reflect possible future events and macroeconomic scenarios, which may
affect the risk of the portfolio or the financial instrument.
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Rating
Moody's PD %
Standard&Poors PD%
PD%
Aaa/AAA
-
-
-
Aa1/AA+
-
-
-
Aa2/AA
-
0.02
0.01
Aa3/AA-
0.04
0.02
0.03
A1/A+
0.06
0.04
0.05
A2/A
0.04
0.05
0.04
A3/A-
0.06
0.05
0.05
Baa1/BBB+
0.09
0.09
0.09
Baa2/BBB
0.16
0.13
0.14
Baa3/BBB-
0.26
0.21
0.23
Ba1/BB+
0.50
0.27
0.38
Ba2/BB
0.72
0.44
0.58
Ba3/BB-
1.30
0.87
1.09
B1/B+
1.84
1.83
1.84
B2/B
2.88
2.69
2.78
B3/B-
4.43
5.16
4.80
Caa1
-
-
7.64
Caa2
-
-
12.19
Caa3
-
-
19.43
Ca-C
35.82
26.12
30.97
Exposure at Default (EAD) estimates the expected exposure at the time of a counterparty default and
contains the carrying exposure at the reporting date net of eventual cash deposits obtained as guarantees
or, in some cases, as the amortized cost
Loss Given Default (LGD) consider each specific exposure at default, date of default, guarantee and deposit
information, recovery rate (portfolio or benchmark), credit insurance and legal/post default classification
details.
The Company uses qualitative triggers to determine whether a financial instrument should be classified as
stage 1 or stage 2. The Company is monitoring the status of borrower and the instruments is transferred
from stage 1 to stage 2 if the credit risk increases and there is a significant past due. A transfer to stage 3
will always be the result of default of the financial instrument.
The following table provides information about the exposure to credit risk and ECL, measured on an
individual basis, for financial assets subject to impairment other than trade receivables and contract assets:
Millions of euro
Staging
Basis for
recognition of
expected credit
loss provision
Weighted
average
expected credit
loss rate
(PD*LGD)
Gross carrying
amount
Expected credit
loss allowance
Net amount
at Dec. 31,
2025
Performing
12 m ECL
0.08%
48,715
37
48,678
Underperforming
Lifetime ECL
-
-
-
-
Non-performing
Lifetime ECL
-
-
-
-
Total
48,715
37
48,678
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Millions of euro
Staging
Basis for
recognition of
expected credit
loss provision
Weighted
average
expected credit
loss rate
(PD*LGD)
Gross carrying
amount
Expected credit
loss allowance
Net amount
at Dec. 31,
2024
Performing
12 m ECL
0.11%
48,617
52
48,565
Underperforming
Lifetime ECL
-
-
-
-
Non-performing
Lifetime ECL
-
-
-
-
Total
48,617
52
48,565
The table below reports the movement in expected credit loss that has been recognized for financial assets
measured at amortized cost
Millions of euro
2025
2024
Change
Expected credit loss allowance as at 1 January
52
62
(10)
Impairment losses recognized in profit or loss
9
9
-
Reversal of impairment losses in profit or loss
(23)
(20)
(3)
Exchange rate differences
(1)
1
(2)
Expected credit loss allowance as at 31 December
37
52
(15)
Liquidity risk
Liquidity risk manifests itself as uncertainty about the Company’s ability to discharge its obligations
associated with financial liabilities that are settled by delivering cash or another financial asset.
The Company manages liquidity risk by implementing measures to ensure an appropriate level of liquid
financial resources minimizing the associated opportunity cost and maintaining a balanced debt structure
in terms of its maturity profile and funding sources.
On short term, liquidity risk is mitigated by maintaining an appropriate level of unconditionally available
resources.
On long term, liquidity risk is mitigated by maintaining a balanced debt maturity profile for our debt, access
to a range of resources of funding on different markets, in different currencies and with different
counterparties.
The mitigation of liquidity risk enables the Company to maintain a credit rating that ensures access to the
capital market and limits the cost of funds, with a positive impact on its performance and financial
position.
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The Company holds the following undrawn lines of credit and commercial papers.
Millions of euro
at Dec. 31,
2025
at Dec. 31,
2024
Expiring
within one
year
Expiring
beyond one
year
Expiring within
one year
Expiring beyond
one year
Committed credit lines
-
3,600
1,050
3,000
Commercial paper
6,986
-
6,199
-
Total
6,986
3,600
7,249
3,000
Sustainability-linked revolving credit facilities in the amount of Euro 10 billion and Euro 3.5 billion, with a
maturity in 2026 and 2025 respectively are available for both the Company and Enel S.p.A.
Furthermore, Enel S.p.A. has confirmed through a letter dated 3 February 2026 its commitment to explicitly
provide the Company with the financial support until the date of approval of full year 2026 financial
statements of the Company. Enel S.p.A is a Guarantor on the bonds and commercial paper program.
Maturity analysis
The table below summarizes the maturity profile of the Company’s long-term debt on contractual
undiscounted payments.
Maturing in
Millions of Euro
2026
2027
2028
2029
2030
Beyond
Bond
-listed, fixed rate
3,848
3,254
1,964
3,225
1,597
11,646
-listed, floating rate
-
-
-
-
-
-
-unlisted, fixed rate
1,955
2,311
3,563
2,429
1,700
17,175
Total Bond
5,803
5,566
5,526
5,654
3,296
28,821
Bank borrowings:
- floating rate
20
21
42
58
57
374
Total bank borrowings:
20
21
42
58
57
374
Total
5,823
5,587
5,568
5,712
3,353
29,195
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Notes to the statement of profit or loss and other comprehensive income
1 Interest income/ (expense) Euro 171 million
Millions of euro
2025
2024
Change
Interest income:
- interest income on long-term financial assets
1,276
1,584
(308)
- interest income on short-term financial assets
212
429
(217)
- interest income from derivatives
217
294
(77)
- interest income from cash collaterals
26
31
(5)
Total interest income
1,731
2,338
(607)
Interest expense:
- interest expense on borrowings
27
16
11
- interest expense on bonds
1,350
1,529
(179)
- interest expense on commercial papers
33
129
(96)
- interest expense from derivatives
88
110
(22)
- interest expense from cash collaterals
8
20
(12)
- guarantee fee
54
64
(10)
Total interest expense
1,560
1,868
(308)
Net interest income/ (expense)
171
470
(299)
Interest income decreased by Euro 607 million with the variation mainly attributed to combined effect
of:
- lower interest income from Enel subsidiaries and affiliates incorporated in Italy (Euro 272 million),
in Spain (Euro 90 million), Netherlands (Euro 67 million), in Chile (Euro 65 million), in Brazil (Euro
18 million), in Mexico (Euro 8 million), in Panama (Euro 2 million) and in South Africa
(Euro 2 million)
- decrease of interest income from derivatives (Euro 77 million);
- decrease of interest income from cash collaterals (Euro 5 million).
Interests expenses on financial debt totaled Euro 1,560 million decreased by Euro 308 million mainly
due to:
- a decrease of interest expenses for bonds and borrowings (Euro 178 million);
- a decrease of interest charges from the Commercial Paper (Euro 96 million);
- a decrease of interest expense from derivatives (Euro 22 million);
- a decrease of interest expense from cash collaterals (Euro 12 million);
2. Other operating expense Euro (7) million
Other operating expense increased by Euro 3 million totaling Euro 7 million and referred to services (mainly
related to legal and consultancy charges) for Euro 3 million and to personnel costs for Euro 1 million.
At 31 December 2025 the Company had, other than the directors, ten employees and one seconded
personnel (nine employees and one seconded personnel at 31 December 2024). In 2025 average headcount
comprised nine people (nine people for 2024). All people worked in the Netherlands.
Graphics
44
3. Financial income/(expense) Euro (24) million
3.1 Financial income/(expense) from derivatives
Millions of euro
2025
2024
Change
Financial income from derivatives:
- income from cash flow hedge derivatives
251
1,392
(1,141)
- income from fair value hedge derivatives
-
34
(34)
- income from derivatives at fair value through profit or loss
106
158
(52)
Total finance income from derivatives
357
1,584
(1,227)
Financial expense from derivatives:
- expenses from cash flow hedge derivatives
2,353
206
2,147
- expenses from fair value hedge derivatives
13
19
(6)
- expenses from derivatives at fair value through profit or loss
66
212
(146)
Total financial expense from derivatives
2,432
437
1,995
Net income/(expense) from derivatives
(2,075)
1,147
(3,222)
Net financial expenses from derivatives totaled to Euro 2,075 million and essentially reflected net financial
expenses from cash flow derivatives (Euro 2,102 million), net expenses from fair value hedge derivatives
(Euro 13 million) and net financial income from derivatives at fair value through profit and loss (Euro 40
million).
The sharp decrease of Euro 3,222 million compared with the previous year was due to increase in net
financial loss from cash flow hedge derivatives (Euro 3,288 million) and an increase of net financial
expenses from fair value hedge derivatives (Euro 28 million), partly offset by an increase of net financial
income from derivatives at fair value though profit and loss (Euro 94 million).
The net balance recognized in 2025 on both hedging and trading derivatives mainly reflected the hedging
of currency risk.
For more details about derivative financial instruments, please refer to the note 16 and 17.
3.2 Other net financial income/ (expense)
Millions of euro
2025
2024
Change
Other financial income
- positive exchange rate differences
2,301
184
2,117
- reversal of impairment
14
11
3
Total other financial income
2,315
195
2,120
Other financial expenses
- negative exchange rate differences
233
1,336
(1,103)
- fair value adjustment on bond
31
6
25
Total other financial expense
264
1,342
(1,078)
Net other financial income/ (expense)
2,051
(1,147)
3,198
Net other financial income totaled to Euro 2,051 million composed to net exchange rate differences (Euro
2,068 million) and impairment reversal (Euro 14 million), partly offset by fair value adjustment on bond
(Euro 31 million).
Net foreign exchange gain totaled to Euro 2,068 million consisted of: revaluation of the outstanding value
of bonds denominated in foreign currencies (Euro 2,275 million), partly offset by foreign currency
evaluation of non-euro group portfolio (Euro 197 million) and other foreign exchange losses (Euro 10
million).
Graphics
45
The amount of the foreign exchange loss arisen from the revaluation of notional value of bonds (Euro 2,109
million) and the amount of forex exchange gain arisen from several BRL and USD loans (Euro 97 million)
are mitigated by the same amount recycled to the Cash Flow Hedge equity reserve.
The following table shows impairment losses recognized and reversed during the period.
Millions of euro
2025
2024
Change
Expected credit losses:
Long-term loans and financial receivables (including current portion)
7
1
6
Short-term loans and financial receivables
2
8
(6)
Total expected credit losses
9
9
0
Reversals of expected credit losses:
Long-term loans and financial receivables (including current portion)
14
8
6
Short-term loans and financial receivables
9
12
(3)
Total reversals of expected credit losses
23
20
3
Total expected credit losses/ (reversal of expected credit losses)
(14)
(11)
(3)
Reversal of impairment is mainly attributed to the repayment of long-term loans and change in structure
of short-term revolving credit lines and loans granted to Enel Group Companies.
4 Income tax (income)/expenses Euro 116 million
Millions of euro
2025
2024
Change
Profit before income taxes
140
466
(326)
Withholding tax on foreign interests
3
6
(3)
Current tax
10
89
(79)
Deferred tax
103
36
67
Income taxes
116
131
(15)
Effective tax rate
82.9%
28.1%
The following table reconciles the theoretical tax rate with the effective tax rate.
Millions of euro
2025
2024
Change
Accounting profit before income tax
140
466
(326)
Tax rate applicable
25.8%
25.8%
Theoretical tax expense
36
120
(84)
Adjustments in respect of current income tax of previous years
(5)
1
(6)
Withholding tax deduction
(1)
(2)
1
Withholding tax paid abroad
3
12
(9)
Deferred taxes derecognition
83
-
83
Income taxes
116
131
(15)
The decrease of tax changes was mainly attributable to decline of taxable profit recorded in the reporting
period compared to the previous year (Euro 77 million), and prior year adjustments (Euro 6 million) partly
offset by the derecognition non-recoverable deferred tax assets (Euro 67 million).
On a basis of current estimates of future taxable income there is no reasonable certainty of recoverability
of deferred tax assets.
The effective tax rate in 2025 was 82.9% (28.1% in 2024) compared with the standard Dutch rate of
25.8% which was driven mainly by the tax on derecognition of non-recoverable deferred tax assets and
interest income withheld abroad.
Graphics
46
Notes to the statement of financial position
5 Deferred tax assets (liabilities) Euro 211 million
Changes in deferred tax assets and deferred tax liabilities, grouped by type of temporary difference, are
shown below.
Millions of euro
at Dec. 31,
2024
Increase/
(Decrease)
taken to
income
statement
Increase/
(Decrease)
taken to
equity
(De)recognition
at Dec. 31,
2025
Deferred tax asset
Nature of temporary differences:
- derivatives
457
-
(251)
(3)
203
- losses with deferred deductibility
97
(17)
-
(73)
7
- measurement of financial instruments
14
(4)
-
(9)
1
Deferred tax asset
568
(21)
(251)
(85)
211
Net deferred tax asset
568
(21)
(251)
(85)
211
Deferred tax assets totaled to Euro 211 million, having an decrease by Euro 357 million mainly due to
decrease of deferred tax assets on effective portion in fair value of cash flow hedges (Euro 263 million),
partly offset by an increase of deferred tax assets on hedging costs (Euro 12 million), a decrease of deferred
tax assets recorded for carrying forward losses (Euro 17 million) and a decrease of deferred tax assets
attributed to expected credit loss allowance (Euro 4 million) and derecognition (Euro 85 million).
Deferred tax assets have not been recognized in respect of the following items, because it is not probable
that future taxable profit will be available against which the Company can use the benefits therefrom
Millions of euro
2025
2024
Gross
amount
Tax
effect
Gross
amount
Tax
effect
- deductible temporary difference taken to income statement
320
82
-
-
- deductible temporary difference taken to equity
11
3
-
-
Total unrecognised deferred tax assets
331
85
-
-
Graphics
47
6 Long-term loans and financial receivables including portion falling due within
twelve month Euro 43,438 million
Following table represents medium long-term loans granted to Enel Group companies and affiliated
companies:
Millions of Euro
at Dec. 31,
2025
at Dec. 31,
2024
Change
Long-term loans
Loan receivable from Enel S.p.A.
17,009
14,142
2,867
Loan receivable from Enel Italia S.p.A.
16,450
16,450
-
Loan receivable from Endesa SA
3,525
3,525
-
Loan receivable from Enel Iberia Srl
1,954
2,304
(350)
Loan receivable from Enel Green Power S.p.A.
535
1,335
(800)
Loan receivable from Enel Chile SA
733
988
(255)
Loan receivable from Energia Limpia de Amistad SA de CV
126
109
17
Loan receivable from Energía Limpia de Palo Alto SA de Cv
76
99
(23)
Loan receivable from Parque Salitrillos SA de Cv
56
67
(11)
Loan receivable from Villanueva Solar SA de CV
60
63
(3)
Loan receivable from Dominica Energía Limpia SA de Cv
60
53
7
Loan receivable from Parque Solar Villanueva Tres SA de CV
40
42
(2)
Loan receivable from Vientos del Altiplano SA de Cv
32
28
4
Loan receivable from Parque Solar Don Jose SA de CV
24
25
(1)
Loan receivable from PH Chucas SA
14
24
(10)
Loan receivable from Enel X Korea Ltd
5
5
-
Loan receivables from NGONYE POWER COMPANY Ltd
4
3
1
Loan receivables from Enel X S.r.l.
-
100
(100)
Loan receivable from EGP Magdalena Solar SA DE CV
-
57
(57)
Loan receivables from Dolores Wind Sa De Cv
-
56
(56)
Loan receivables from Parque Amistad II SA DE CV
-
26
(26)
Loan receivables from Parque Amistad III SA DE CV
-
25
(25)
Loan receivables from ENEL PANAMA CAM, S.R
-
18
(18)
Loan receivable from ENERNOC TAIWAN LTD
-
1
(1)
Total loans
40,703
39,545
1,158
Expected credit loss
32
39
(7)
Total loans net of expected credit loss
40,671
39,506
1,165
Graphics
48
Short-term portion of long-term loans represented in the table below:
Millions of euro
at Dec. 31,
2025
at Dec. 31,
2024
Change
Short-term portion of long-term loans
Loan receivable from Enel S.p.A.
2,133
132
2,001
Loan receivable from Enel Iberia Srl
350
350
-
Loan receivable from Enel Chile SA
137
156
(19)
Loan receivables from Enel X S.r.l.
100
-
100
Loan receivable from Enel Green Power S.p.A.
27
112
(85)
Loan receivable from Energía Limpia de Palo Alto SA de Cv
12
12
-
Loan receivable from PH Chucas SA
7
8
(1)
Loan receivable from Parque Salitrillos SA de Cv
4
3
1
Loan receivable from Slovak Power Holding BV
-
770
(770)
Loan receivable from Enel Global Trading S.p.A.
-
200
(200)
Loan receivable from Enel Brazil S.A.
-
92
(92)
Loan receivable from Companhia Energetica Do Ceara - Coelce
-
78
(78)
Loan receivable from Ampla Energia E Serviços S.A.
-
46
(46)
Loan receivable from Dolores Wind Sa De Cv
-
6
(6)
Loan receivable from EGP Magdalena Solar SA DE CV
-
6
(6)
Loan receivables from ENEL PANAMA CAM, S.R
-
4
(4)
Loan receivables from Parque Amistad II SA DE CV
-
3
(3)
Loan receivables from Parque Amistad III SA DE CV
-
3
(3)
Loan receivable from ENERNOC TAIWAN LTD
-
1
(1)
Total
2,770
1,982
788
Expected credit loss
3
3
-
Total loans net of expected credit loss
2,767
1,979
788
The table below reports long-term financial receivables by currency and interest rate.
Millions of Euro
Balance
Nominal value
Effective
interest rate
Balance
Nominal value
Effective
interest rate
at Dec. 31,
2025
at Dec. 31,
2024
Euro
42,087
42,087
2.84%
39,565
39,565
3.14%
Brazilian Real
-
-
0.0%
78
78
12.7%
Mexican Peso
219
219
12.6%
191
191
12.6%
US dollar
1,163
1,163
4.1%
1,690
1,691
4.5%
Zambian Kwacha
4
4
25.9%
3
3
25.9%
Total non-Euro currencies
1,386
1,386
1,962
1,963
Total
43,473
43,473
41,527
41,528
Graphics
49
7. Derivatives Euro 1,126 million
Derivative instruments refer to: (i) Cash flow hedge derivatives used by the Company to hedge the
exchange rate and interest rate fluctuations of bonds and long-term loans or receivables; (ii) derivatives
at fair value through profit and loss used by the Company to mitigate the loan interest rate fluctuations
and (iii) fair value hedge derivative on interest rate risk.
Millions of euro
Non Current
Current
at Dec. 31,
2025
at Dec. 31,
2024
at Dec. 31,
2025
at Dec. 31,
2024
Derivative financial assets
458
1,170
2
32
Derivative financial liabilities
1,583
1,244
3
118
For more details about the nature, the recognition and classification of derivative financial assets and
liabilities, please refer to the note 17.
8 Other non-current financial assets Euro 34 million
Other non-current financial assets totaled Euro 34 million as at 31 December 2025 (Euro 30 million as at
31 December 2024) are essentially accounted for by transaction costs on Euro 12 billion revolving credit
facility agreed on 19 February 2025 between Enel SpA, Enel Finance International N.V. and Mediobanca
and prepaid expenses of derivative agreements.
9 Short-term loans and financial receivables Euro 5,240 million
The following table shows the breakdown of the short-term loans granted to Enel Group and affiliated
companies:
Millions of euro
at Dec.
31,
2025
at Dec.
31,
2024
Change
Short-term loans
Enel S.p.A. - Financial Services Agreement
1,239
1,929
(690)
Revolving short-term facility agreement with Enel S.p.A
2,500
3,000
(500)
Revolving short-term facility agreement with Enel Italia S.p.A
1,500
2,000
(500)
Revolving short-term facility agreement with EGP GERMANY GMBH
3
3
-
Revolving short-term facility agreement with Enel Green Power South Africa Pty
-
77
(77)
Revolving short-term facility agreement with Dolores Wind Sa De Cv
-
19
(19)
Revolving short-term facility agreement with EGP Magdalena Solar SA DE CV
-
19
(19)
Revolving short-term facility agreement with PARQUE AMISTAD III SA
-
16
(16)
Revolving short-term facility agreement with PARQUE AMISTAD II SA
-
14
(14)
Revolving short-term facility agreement with PARQUE AMISTAD IV SA
-
13
(13)
Total short term loans
5,242
7,090
(1,848)
Expected credit loss
2
10
(8)
Total loans net of expected credit loss
5,240
7,080
(1,840)
Graphics
50
The table below reports short -term financial receivables by currency and interest rate.
Millions of Euro
at Dec. 31,
2025
at Dec. 31,
2024
Balance
Nominal value
Effective
interest rate
Balance
Nominal value
Effective
interest rate
Total Euro
5,242
5,242
2.5%
6,932
6,932
3.5%
South African rand
-
-
0.0%
77
77
10.2%
US dollar
-
-
0.0%
81
81
7.9%
Total non-Euro currencies
0
0
0.0%
158
158
Total
5,242
5,242
7,090
7,090
The table below reports the short-term financial instruments granted to the Enel Group companies:
Facility Agreements
Financial relationship
Commitment
amount as at
31 Dec 2025
Rate of Interest
Spread
as at 31
Dec 2025
Commitment fee as
at 31 Dec 2025
Millions of Euro
Enel Green Power Germany
GmbH
Revolving credit facility
3.00
EURIBOR 3M
1.50%
35% of the margin
per annum
Endesa S.A.
Revolving credit facility
1,500.00
EURIBOR 1/3/6M
0.77%
17.6 bps
Endesa S.A.
Revolving credit facility
1,000.00
EURIBOR 1/3/6M
0.63%
20 bps
Enel Italia S.p.A.
Revolving credit facility
2,000.00
EURIBOR 1/3/6M
0.75%
35% of the margin
per annum
Enel S.p.A.
Revolving credit facility
3,000.00
EURIBOR
1W/1/3/6M
0.80%
35% of the margin
per annum
Millions of USD
Enel Americas S.A.
Revolving credit facility
500.00
SOFR 1/3/6M
1.60%
35% of the margin
per annum
Enel Chile S.A.
Revolving credit facility
50.00
SOFR 1/3/6M
1.00%
30% of the margin
Enel Chile S.A.
Revolving credit facility
290.00
SOFR 1/3/6M
1.50%
35% of the margin
per annum
Millions of ZAR
Enel Green Power RSA (Pty)
Ltd
Revolving credit facility
200.00
Fixed 8%
n/a
48.87 bps
10 Other current financial assets Euro 1,608 million
Millions of Euro
at Dec. 31,
2025
at Dec. 31,
2024
Change
Cash collateral on derivatives
1,277
944
333
Current financial accrued income
329
335
(6)
Other current financial receivables
2
2
-
Total other current financial assets
1,608
1,281
327
While other current financial assets are also subject to the impairment requirements of IFRS 9, the identified
impairment loss was immaterial.
Graphics
51
11 Cash and cash equivalents Euro 1 million
Cash and cash equivalent represent the cash availability deriving by the turnover of the lending portfolio
of the Company, temporary not invested in lending activities within Enel Group and placed in time deposits
operations with primary bank counterparties.
Millions of euro
at Dec. 31,
2025
at Dec. 31,
2024
Change
Bank balances
1
1
-
Total cash and cash equivalents
1
1
-
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified
impairment loss was immaterial.
Cash balances are mostly denominated in euro. Cash balances are not restricted by any encumbrances.
12 Shareholder’s equity Euro 6,428 million
Share capital Euro 1,479 million
The authorized share capital of the company amounts to Euro 2,500 million, divided into 2,500 million of
shares, each share with a nominal value of Euro 1.0 each.
The issued and paid-up share capital amounts to Euro 1,478.8 million represented by 1,478,810,371 shares
with nominal value of Euro 1.0 each increased by 1 share as a result of demerger in 2016 of Enel Green
Power International B.V.
The share capital was unchanged compared with the amount reported at 31 December 2024
Share premium reserve Euro 4,826 million
The reserve arises from the cross-border merger finalized during 2010 between Enel Finance International
S.A. and Enel Trading RUS B.V. (Euro 43 million) and demerger of net assets from Enel Green Power
International B.V. in October 2016 (Euro 983 million) and the capital contribution (Euro 8,100 million)
made by the parent company in October 2021.
In 2024 the Company distributed share premium in amount of Euro 4,300 million to its shareholders.
Legal reserves include reserves such as reserve from effective portion of change in the fair value of cash
flow hedges and reserve from cost of hedging.
Hedging reserve (legal reserve) Euro (754) million
The reserve includes the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments related to hedged transactions.
Considering the nature of the reserve (legal), up to the amount of the negative balance of this reserve, no
distributions may be charged to the free reserves.
For more details about the nature, the recognition and classification of derivative financial assets and
liabilities, please refer to the note 17.
Hedging costs reserve (legal reserve) Euro 159 million
This reserve includes net gains (losses) recognised directly in equity resulting from the measurement of
fair value cost of hedging (i.e. time value, forward element and currency basis) when excluded from hedging
relationship.
Graphics
52
Considering the nature of the reserve (legal), up to the amount of the negative balance of this reserve, no
distributions may be charged to the free reserves.
For more details please refer to the note 17.
Capital Management
It is the policy of the Company to maintain a strong capital base to preserve creditors and market
confidence and so to sustain future development of the business. The Board of Directors monitors the
return on capital that the Company defines as total shareholder’s equity, the developments in the level of
its debt in relation to equity and the level of dividends to ordinary shareholders.
The return of capital is calculated as a percentage of financial result on total equity net of cash flow hedge
reserve excluded in this key performance indicator because Company’s management preferred to exclude
evaluation equity reserves which might be quite volatile over the periods:
Millions of euro
at Dec. 31,
2025
at Dec. 31,
2024
Total Equity
6,428
5,683
Cash flow hedge and cost of hedging reserves
(595)
(1,316)
Adjusted equity
7,023
6,999
Net financial result
24
335
Return of capital (*)
0.3%
4.8%
* Key Performance Indicator determined on a yearly basis.
The Board’s objective is to maintain a balance between the higher returns that might be possible with
higher levels of borrowings and the advantages and security afforded by a sound capital position.
The Company is not subject to externally imposed capital requirements.
Proposal for net result appropriation
The Board of Directors proposes to the General meeting of Shareholders the allocation of the net result of
the year 2025 to the Company’s retained earnings/ (accumulated loss).
13 Long-term loans and borrowings (including the portion falling due within
twelve months for Euro 4,433 million) Euro 40,490 million
This note provides information about the contractual terms of the Company’s interest bearing loans and
borrowings, which are measured at amortized cost. For more information about the Company’s exposure
to interest rate, foreign currency and liquidity risk, see paragraphRisk management”.
The aggregate includes long-term payables in respect of bonds, bank loans, revolving credit facility and
other loans in Euro and other currencies.
The following table shows the nominal values, carrying amounts of long-term debt at 31 December 2025,
including the portion falling due within 12 months, grouped by type of borrowing and type of interest
rate:
Graphics
53
Millions of Euro
Balance
Nominal
value
Portion
due in
more than
12 months
Current
portion
Balance
Nominal
value
Portion
due in
more
than 12
months
Current
portion
at Dec. 31,
2025
at Dec. 31,
2024
Bonds
-listed, fixed rate
21,495
21,662
18,127
3,368
23,022
23,246
19,609
3,414
-listed, floating rate
-
-
-
-
50
50
-
50
-unlisted, fixed rate
18,588
18,774
17,523
1,065
18,182
18,352
16,733
1,448
Total Bond
40,083
40,436
35,650
4,433
41,254
41,648
36,342
4,912
Bank borrowings
-floating rate
407
426
407
-
-
-
-
-
Total Bank borrowings
407
426
407
-
-
-
-
-
Total Bonds and bank
borrowings
40,490
40,862
36,057
4,433
41,254
41,648
36,342
4,912
The table below reports long-term financial debt by currency and interest rate.
Millions of Euro
at Dec. 31,
2025
at Dec. 31,
2024
at Dec. 31,
2025
Balance
Nominal value
Balance
Current average
interest rate
Effective
interest rate
Total Euro
18,602
18,718
20,031
1.9%
2.1%
US dollar
18,769
18,969
17,970
4.8%
5.0%
Pound sterling
2,979
3,035
3,115
4.0%
4.2%
Swiss Franc
140
140
138
4.0%
4.0%
Total non-Euro currencies
21,888
22,144
21,223
Total
40,490
40,862
41,254
The table below reports changes in the nominal value of long-term debt during the year.
Millions of Euro
Nominal value
New
financing
Capitalised
interests on
ZCB
Repayments
Exchange
rate
differences
Nominal value
at Dec. 31,
2024
at Dec. 31,
2025
Bonds in non-Euro currencies
and Euro currency
41,648
5,830
13
4,759
(2,296)
40,436
Bank borrowings
-
425
-
-
1
426
Total long-term financial
debt
41,648
6,255
13
4,759
(2,295)
40,862
New bonds issue
On 17 February 2025 the Company launched a multi-tranche “Sustainability-Linked bond” for institutional
investors in the Eurobond market for a total of 2,000 million euros.
The issue is structured in the following three tranches:
- 750 million euros at a fixed rate of 2.625%and maturity 24 February 2028;
- 750 million euros at a fixed rate of 3.000%and maturity 24 February 2031;
- 500 million euros at a fixed rate of 3.500%and maturity 24 February 2036.
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54
On 24 September 2025 the Company launched a multi-tranche bond for institutional investors in the US
and international markets for a total of USD 4,500 million.
The issue is structure in the following four tranches:
- USD 1,000 million at a fixed interest rate of 4.125%, and maturity at 30 September 2028;
- USD 1,250 at a fixed interest rate of 4.375%, and maturity at 30 September 2030;
- USD 1,250 million at a fixed interest rate of 5.000% and maturity at 30 September 2035;
- USD 1,000 million at a fixed interest rate of 5.750% and maturity at 30 September 2055.
Bond repayments
Repayment at maturity
- Euro 985 million in respect of a fix-rate bond matured on 27 January 2025;
- Euro 50 million in respect of a floating-rate bond matured on 4 April 2025;
- Euro 180 million in respect of a fix-rate bond matured on 23 April 2025;
- USD 750 million (approx. Euro 647 million) in respect of a fix-rate bond matured on 16 June 2025;
- Euro 1,000 million in respect of a fix-rate bond matured on 21 June 2025;
- USD 750 million (approx. Euro 647 million) in respect of a fix-rate bond matured on 14 October
2025;
- Euro 1,250 million in respect of a fix-rate bond matured on 17 November 2025.
A multicurrency financing with EIFO and Citi
On 25 July 2025 the Enel Group signed an agreement aimed at granting multicurrency facilities from Citi
and Denmark’s Export and Investment Fund (EIFO), for up to Euro 756 million.
The Company signed the first floating rate facility for USD 500 million (equivalent to around Euro 430
million) maturing on 31 January 2038.
Debt covenants
The main long-term financial debts of the Company are governed by covenants containing undertakings by
the borrowers (Enel S.p.A. and the Company) and by Enel S.p.A. as guarantor that are commonly adopted
in international business practice. The main covenants for the Company are related to the bond issues
carried out within the Euro / Global Medium-Term Notes Programme and the Revolving Facility Agreement
dated 19 February 2025 between Enel S.p.A., the Company and a pool of banks, of up to Euro 13.5 billion
(“Amended Revolving Facility Agreement”), and the Facility Agreement dated 19 July 2025 between the
Company, Enel S.p.A. (as guarantor), Citibank and Export and Investment Fund of Denmark (“EIFO”) for
an amount of US Dollars 500 million (the “EIFO Financing”), executed on the basis of the Framework
Agreement dated 19 July 2025 between Enel S.p.A., Citibank and EIFO, which regulates the provision by
Citibank of financings in favor of Enel Group companies, guaranteed by EIFO and by Enel S.p.A. (the “EIFO
Framework Agreement”).
Covenants are non-financial. To date none of the covenants have been triggered.
The main covenants in respect of the bond issues under the Global/Euro Medium-Term Notes program
(including the Green Bonds of the Company guaranteed by Enel S.p.A., which are used to finance the
Group’s eligible green projects) and those related to the bonds issued by the Company on the US market
guaranteed by Enel SpA can be summarized as follows:
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55
negative pledge clauses under which the issuer may not establish or maintain (except under
statutory requirement) mortgages, liens or other encumbrances on all or part of its assets or
revenues to secure any listed bond or bond for which listing is planned unless the same guarantee
is extended equally or pro rata to the bonds in question;
pari passu clauses, under which the securities constitute a direct, unconditional and unsecured
obligation of the issuer and are issued without preferential rights among them and have at least
the same seniority as other unsubordinated and unsecured obligations, present and future, of the
issuer;
under cross-default clauses, the occurrence of a default event (above a threshold level) in respect
of certain indebtedness of the issuer constitutes a default in respect of the bonds in question, which
may become immediately repayable;
From 2019, the Company issued some “sustainable” bonds on the European market (as part of the Euro
Medium Term Notes - EMTN bond issue program) and on the US market, guaranteed by Enel SpA, linked
to the achievement of a number of the Sustainable Development Goals (SDGs) of the United Nations that
contain the same covenants as other bonds of the same type.
The main covenants for the Revolving Facility Agreement and the EIFO Financing involving the Company
and Enel S.p.A. can be summarized as follows:
negative pledge clause under which the borrower (and Enel S.p.A.’s significant subsidiaries) may
not establish or maintain (with the exception of permitted guarantees) mortgages, liens or other
encumbrances on all or part of their assets to secure certain financial indebtedness;
pari passu clause, under which the payment obligation of the borrower have at least the same
seniority as its other unsubordinated and unsecured payment obligations;
change of control clause which is triggered in the event (i) control of Enel is acquired by one or
more shareholders other than the Italian state or (ii) Enel or any of its subsidiaries transfer a
substantial portion of the Group’s assets to any other persons outside the Group such that the
financial reliability of the Group is significantly compromised. The occurrence of one of the two
circumstances may give rise to (a) the renegotiation of the terms and conditions of the facility or
(b) compulsory early repayment of the facility by the borrower;
rating clauses, which provide for the borrower to maintain their rating above a certain specified
level;
under cross-default clause, the occurrence of a default event (above a threshold level) in respect
of certain financial indebtedness of the borrower or Enel S.p.A.’s “significant” subsidiaries (i.e.
consolidated companies whose gross revenues or total assets are at least equal to a specified
percentage (10% of gross consolidated revenues or total consolidated assets)) constitutes a default
in respect of the facility in question, which may become immediately repayable;
disposals clause, under which the borrower (and Enel S.p.A.’s controlled subsidiaries) may not
dispose of all or any material part of their assets or undertaking with the exception of permitted
disposals.
Moreover, the EIFO Framework Agreement and the EIFO Financing contain also covenants which are typical
of facilities backed by export credit agencies.
None of the covenants indicated above has been triggered to date.
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56
The following table provides disclosures about changes in bonds and commercial papers, as defined in the
cash flows statements, including both changes arising from cash flows and non-cash changes.
Millions of Euro
Notes
at Jan.1,
2024
Changes from
financing cash flows
Non-cash changes
at Dec.
31,
2025
New
issues
Repayments
and other
net changes
Effect of
changes in
foreign
exchange
rates
Changes
in fair
values
Other
non-
cash
changes
Long-term borrowings
13
41,254
6,255
4,759
(2,274)
31
(17)
40,490
Commercial papers
14
1,801
-
787
-
-
-
1,014
Total
43,055
6,255
5,546
(2,274)
31
(17)
41,504
14 Short-term loans and borrowings Euro 1,858 million
Millions of Euro
at Dec. 31,
2025
at Dec. 31,
2024
Change
Short-term loans from the Enel Group and associated companies
706
202
504
Commercial papers
1,014
1,801
(787)
Cash collaterals on derivatives
138
628
(490)
Overdraft
-
4
(4)
Short-term financial debt
1,858
2,635
(777)
Short-term loans
At 31 December 2025 loans maturing withing 12 months totaled to Euro 706 million having an increase by
Euro 504 million comparing with 31 December 2024.
Millions of Euro
Original
currency
at Dec. 31,
2025
at Dec. 31,
2024
Change
Enel Iberia S.r.l.
Euro
678
202
476
Enel X Japan K.K.
JPY
12
-
12
ENEL X POLSKA SP Z O
PLN,EUR
11
-
11
Enel X UK Limited
GBP
5
-
5
Total
706
202
504
Commercial Papers
The payables represented by commercial papers relate to outstanding issuances at 2025 year-end in the
context of the Euro Commercial Paper Programme (hereinafter, also “ECP Programme”), launched in 2005
by the Company and guaranteed by Enel S.p.A.
In the context of the last update of the commercial paper programme the Company can issue short-term
promissory notes issued in the interest-bearer form up to an amount of Euro 8,000 million. Each note can
be denominated in any currency, with a minimum denomination of Euro 500,000 (or GBP 100,000, or USD
500,000, or JPY 100 million or its equivalent in the relevant currency) and a maturity between one day and
one year. The notes may be issued on a discounted basis or may bear fixed or floating interest rate or a
coupon calculated by reference to an index or formula, and are not listed on any stock exchange.
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57
The total nominal value of commercial papers issued and not yet reimbursed as of 31 December 2025 was
Euro 1,014 million (Euro 1,801 million at 31 December 2024). Commercial papers will be repaid within 12
months.
15 Other current financial liabilities Euro 483 million
Other current financial liabilities increased by Euro 34 million and mainly related to interest expenses
accrued on debt outstanding at 31 December 2025.
All payments are expected within 12 months.
16 Fair value measurement
The fair value of assets and liabilities is categorized into a fair value hierarchy that provides three levels
defined as follows on the basis of the inputs to valuation techniques used to measure fair value:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities to which the company
has access at the measurement date;
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices);
Level 3: inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs).
In this note, the relevant disclosures are provided in order to assess the following:
- for assets and liabilities that are measured at fair value on a recurring or non-recurring basis in the
balance sheet after initial recognition, the valuation techniques and inputs used to develop those
measurements; and
- for recurring fair value measurements using significant unobservable inputs (Level 3), the effect of
the measurements on profit or loss or other comprehensive income for the period.
For this purpose:
- recurring fair value measurements are those that IFRSs require or permit in the balance sheet at
the end of each reporting period;
- non-recurring fair value measurements are those that IFRSs require or permit in the balance sheet
in particular circumstances.
The fair value of derivative contracts is determined using the official prices for instruments traded on
markets.
The fair value of instruments not listed on a market is determined using valuation methods appropriate for
each type of financial instrument and market data as of the close of the period (such as interest rates,
exchange rates, volatility), discounting expected future cash flows on the basis of the market yield curve
and translating amounts in currencies other than the euro using exchange rates provided by the European
Central Bank.
The notional amount of a derivative contract is the amount on which cash flows are exchanged. This amount
can be expressed as a value or a quantity (for example tons, converted into euros by multiplying the
notional amount by the agreed price).
Amounts denominated in currencies other than euro are converted into euros at the exchange rate provided
by the European Central Bank.
Graphics
58
The notional amounts of derivatives reported here do not necessarily represent amounts exchanged
between the parties and therefore are not a measure of the company’s credit risk exposure.
For listed debt instruments, the fair value is given by official prices. For unlisted instruments the fair value
is determined using appropriate valuation techniques for each category of financial instrument and market
data at the closing date of the year, including the credit spreads of Enel Finance International N.V.
Assets and liabilities measured at fair value in the financial statements
The following table shows the fair value measurement at the end of the reporting period and the level in
the fair value hierarchy into which the fair value measurements are categorised:
Millions of Euro
Non Current
Current
at Dec.
31,
2025
Level 1
Level 2
Level 3
at Dec.
31,
2025
Level 1
Level 2
Level 3
DERIVATIVE ASSETS
Cash flow hedge
on interest rate risk
3
-
3
-
-
-
-
-
on foreign exchange risk
453
-
453
-
2
-
2
-
Total
456
-
456
-
2
-
2
-
At fair value through
profit or loss
on interest rate risk
2
-
2
-
-
-
-
-
on foreign exchange risk
-
-
-
-
-
-
-
-
Total
2
-
2
-
-
-
-
-
TOTAL DERIVATIVE
ASSETS
458
-
458
-
2
-
2
-
DERIVATIVE LIABILITIES
Fair value hedge
on foreign exchange risk
(15)
-
(15)
-
-
-
-
-
Total
-15
-
-15
-
-
-
-
-
Cash flow hedge
on interest rate risk
(3)
-
(3)
-
-
-
-
-
on foreign exchange risk
(1,563)
-
(1,563)
-
-
-
-
-
Total
(1,566)
-
(1,566)
-
-
-
-
-
At fair value through
profit or loss
on interest rate risk
(2)
-
(2)
-
-
-
-
-
on foreign exchange risk
-
-
-
-
(3)
-
(3)
-
Total
(2)
-
(2)
-
(3)
-
-
TOTAL DERIVATIVE
LIABILITIES
(1,583)
-
(1,583)
-
(3)
-
(3)
-
Graphics
59
Milions of euro
Non Current
Current
at Dec.
31,
2024
Level 1
Level 2
Level 3
at Dec.
31,
2024
Level 1
Level 2
Level 3
DERIVATIVE ASSETS
Fair value hedge
on foreign exchange risk
-
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
-
Cash flow hedge
on interest rate risk
6
-
6
-
-
-
-
-
on foreign exchange risk
1,153
-
1,153
-
25
-
25
-
Total
1,159
-
1,159
-
25
-
25
-
At fair value through
profit or loss
on interest rate risk
11
-
11
-
-
-
-
-
on foreign exchange risk
-
-
-
-
7
-
7
-
Total
11
-
11
-
7
-
7
-
TOTAL DERIVATIVE
ASSETS
1,170
-
1,170
-
32
-
32
-
DERIVATIVE LIABILITIES
Fair value hedge
on foreign exchange risk
12
-
12
-
-
-
-
-
Total
12
-
12
-
-
-
-
-
Cash flow hedge
on interest rate risk
23
-
23
-
-
-
-
-
on foreign exchange risk
1,198
-
1,198
-
95
-
95
-
Total
1,221
-
1,221
-
95
-
95
-
At fair value through
profit or loss
on interest rate risk
11
-
11
-
-
-
-
-
on foreign exchange risk
-
-
-
-
23
-
23
-
Total
11
-
11
-
23
-
-
TOTAL DERIVATIVE
LIABILITIES
1,244
-
1,244
-
118
-
118
-
Assets and liabilities not measured at fair value in the financial statements
The following table shows, for each class of liabilities not measured at fair value in the balance sheet but
for which the fair value shall be disclosed, the fair value at the end of the reporting period and the level in
the fair value hierarchy into which the fair value measurements are categorized.
For listed debt instruments, the fair value is given by official prices while for unlisted instruments the fair
value is determined using appropriate valuation technique for each category of financial instrument and
market data at the closing date of the year.
Graphics
60
Milions of euro
note
Fair value
Level 1
Level 2
Level 3
at Dec. 31,
2025
Financial assets at amortized cost
Medium/long-term financial receivables
6
43,308
-
43,308
-
Short-term financial receivables
9
4,010
-
4,010
-
Total
47,318
-
47,318
-
Borrowings:
Bonds
-fixed rate
13
39,472
39,330
142
-
-floating rate
13
-
-
-
-
Bank borrowings
-floating rate
415
-
415
Total
39,887
39,330
557
-
Level 2 includes financial assets/liabilities measured at fair value on the basis of the curve on the market
for each currency and the exchange rate for the non-euro currency.
17 Derivatives and hedge accounting
Derivatives are initially recognised at fair value, on the trade date of the contract and are subsequently re-
measured at their fair value. The method of recognising the resulting gain or loss depends on whether the
derivative is designated as a hedging instrument, and if so, the nature of the item being hedged.
Hedge accounting is applied to derivatives entered into, in order to reduce risks such as interest rate risk,
foreign exchange rate risk, when all the criteria provided by IFRS 9 are met.
The Company documents at the inception of the transaction the relationship between hedging instruments
and hedged items, as well as its risk management objectives and strategy. The Company also documents
its assessment, both at hedge inception and on an ongoing basis, of whether hedging instruments are
highly effective in offsetting changes in fair values or cash flows of hedged items.
For cash flow hedges of forecast transactions designated as hedged items, the Company assesses and
documents that they are highly probable and present an exposure to changes in cash flows that affect
profit or loss.
To be effective a hedging relationship shall meet all of the following criteria:
- existence of an economic relationship between hedging instrument and hedged item;
- the effect of credit risk does not dominate the value changes resulting from the economic
relationship;
- the hedge ratio defined at designation resulting equal to the one used for risk management
purposes (i.e. same quantity of the hedged item that the entity actually hedges and the quantity of the
hedging instrument that the entity actually uses to hedge the quantity of the hedged item).
Based on the IFRS 9 requirements, the existence of an economic relationship is evaluated by the Company
through a qualitatively assessment or a quantitatively computation, depending of the following
circumstances:
- if the underlying risk of the hedging instrument and the hedged item is the same, the existence of
an economic relationship will be provided through a qualitative analysis;
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61
- on the other hand, if the underling risk of the hedging instrument and the hedged item is not the
same, the existence of the economic relationship will be demonstrated through a quantitative method
in addition to a qualitative analysis of the nature of the economic relationship (i.e. linear regression).
In order to demonstrate that the behaviour of the hedging instrument in line with those of the hedged item,
different scenarios will be analysed
In order to evaluate the credit risk effects, the Company considers the existence of risk mitigating measures
(collateral, mutual break-up clauses, netting agreements, etc.).
The Company has established a hedge ratio of 1:1 for all the hedging relationships as the underlying risk
of the hedging derivative is identical to the hedged risk, in order to minimize hedging ineffectiveness.
The hedge ineffectiveness will be evaluated through a qualitative assessment or a quantitative computation,
depending on the following circumstances:
- if the critical terms of the hedged item and hedging instrument match and there aren’t other sources
of ineffectiveness included the credit risk adjustment on the hedging derivative, the hedge relationship
will be considered fully effective on the basis of a qualitative assessment;
- if the critical terms of the hedged item and hedging instrument do not match or there is at least
one source of ineffectiveness, the hedge ineffectiveness will be quantified applying the dollar offset
cumulative method with hypothetical derivative. This method compares changes in fair values of the
hedging instrument and the hypothetical derivative between the reporting date and the inception date.
The main causes of hedge ineffectiveness may be the followings:
- basis differences (i.e. the fair value or cash flows of the hedged item depend on a variable that is
different from the variable that causes the fair value or cash flows of the hedging instrument to change);
- timing differences (i.e. the hedged item and hedging instrument occur or are settled at different
dates);
- quantity or notional amount differences (i.e. the hedged item and hedging instrument are based
on different quantities or notional amounts);
- other risks (i.e. changes in the fair value or cash flows of a derivative hedging instrument or hedged
item relate to risks other than the specific risk being hedged);
- credit risk (i.e. the counterparty credit risk differently impact the fair value movements of the
hedging instruments and hedging item)
Fair value hedge
Fair value hedges are used to protect the Company against exposures to changes in the fair value of assets,
liabilities or firm commitment attributable to a particular risk that could affect profit or loss. Changes in fair
value of derivatives that qualify and are designated as hedging instruments are recognised in the income
statement, together with changes in the fair value of the hedged item that are attributable to the hedged
risk.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of
a hedged item for which the effective interest rate method is used is amortized to profit or loss over the
period to maturity.
Cash flow hedge
Cash flow hedges are applied in order to hedge the Company exposure to changes in future cash flows that
are attributable to a particular risk associated with a recognised asset or liability or a highly probable
transaction that could affect profit or loss.
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62
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow
hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is
recognised immediately in the income statement.
Amounts accumulated in equity are reclassified to profit or loss in the periods when the hedged item affects
profit or loss.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge
accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised
when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction
is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately
transferred to the income statement.
Hedging relationships using cross currency basis spread as hedging instrument, the Company separates
foreign currency basis spread, in designating the hedging derivative, and present them in other
comprehensive income (OCI).
The following tables report the notional amount and fair value of derivative financial assets and liabilities
by type of hedge relationship and hedged risk, broken down into current and non-current derivative
financial assets and liabilities.
The notional amount of a derivative contract is the amount on the basis of which cash flows are exchanged.
Amounts denominated in currencies other than the euro are converted at the end-year exchange rates
provided by the European Central Bank.
Milions of euro
Non Current
Current
Notional amount
Fair value
Notional amount
Fair value
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
DERIVATIVE ASSETS
Fair value hedge
on foreign exchange risk
-
-
-
-
-
-
-
-
Total
-
-
-
-
-
-
-
-
Cash flow hedge
on interest rate risk
500
500
3
5
-
-
-
-
on foreign exchange risk
8,507
11,996
453
1,153
1,064
724
2
25
Total
9,007
12,496
456
1,158
1,064
724
2
25
DERIVATIVE LIABILITIES
Fair value hedge
on foreign exchange risk
573
605
15
12
-
-
-
-
Total
573
605
15
12
-
-
-
-
Cash flow hedge
on interest rate risk
111
601
3
23
-
50
-
-
on foreign exchange risk
12,870
8,185
1,563
1,198
-
1,189
-
95
Total
12,981
8,786
1,566
1,221
-
1,239
-
95
Graphics
63
Hedge relationships by type of risk hedged
Interest rate risk
The following table shows the notional amount and the average price of interest rate risk hedging
instruments outstanding as at 31 December 2025 broken down by maturity:
Millions of euro
Maturity
2026
2027
2028
2029
2030
Beyond
Total
Interest rate swap:
Total Notional value
-
500
-
-
-
111
611
Notional value in Euro
-
500
-
-
-
-
500
Average interest rate in Euro
-
1.74
-
-
-
-
Notional value in USD
-
-
-
-
-
111
111
Average interest rate in USD
-
-
-
-
-
4.3
The following table reports the notional amount and fair value of the hedging instruments on interest rate
risk of transactions outstanding as at 31 December 2025 and 31 December 2024, broken down by type of
hedged item:
Millions of euro
Fair value
Notional
amount
Fair value
Notional
amount
Hedged instruments
Hedged
item
at Dec. 31,
2025
at Dec. 31,
2024
Interest rate swaps
Floating-rate
borrowings
3
500
5
550
Interest rate swaps
Floating-rate
lendings
(3)
945
(22)
1,547
Total
0
1,445
(17)
2,097
The following table shows the notional amount and the fair value of hedging derivatives on interest rate
risk as at 31 December 2025 and 31 December 2024, broken down by type of hedge:
Millions of Euro
Notional amount
Fair value assets
Notional amount
Fair value
liabilities
Derivatives
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
Interest rate swaps
917
973
5
17
528
1,124
5
34
Total
917
973
5
17
528
1,124
5
34
Cash flow hedge derivatives
The following table shows the cash flows expected in coming years from cash flow hedge derivatives on
interest rate risk:
Millions of euro
Fair
value
Distribution of expected cash flows
at Dec.
31,
2025
2026
2027
2028
2029
2030
Beyond
Cash flow hedge derivatives on
interest rates:
- Positive fair value
3
2
1
-
-
-
-
- Negative fair value
(3)
(1)
(1)
(1)
(1)
-
-
Exchange rate risk
The following table shows the notional amount and the average price of foreign exchange risk hedging
instruments outstanding as at 31 December 2025 broken down by maturity.
Graphics
64
Millions of euro
Maturity
2026
2027
2028
2029
2030
Beyond
Total
Cross currency interest rate swap:
Total Notional value
1,064
2,710
3,108
2,608.00
1,064
12,460
23,014
Notional value CCIRS Euro-USD
1,064
1,997
3,108
1,749.00
1,064
10,856
19,838
Average exchange rate Euro/USD
1.2
1.09
1.2
1.11
1.18
1.15
Notional value CCIRS Euro-GBP
-
573
-
893
-
1,603
3,069
Average exchange rate Euro/GBP
-
0.90
-
0.84
-
0.9
The following table shows the notional amount and the fair value of the hedging instruments on foreign
exchange risk of transactions outstanding as at 31 December 2025 and 31 December 2024, broken down
by type of hedged item:
Millions of euro
Fair value
Notional
amount
Fair value
Notional
amount
Hedged instruments
Hedged
item
at Dec. 31,
2025
at Dec. 31,
2024
Cross currency interest rate swap (CCIRS)
Fixed-rate
borrowings
in foreign
currencies
(1,195)
22,144
(53)
21,478
Cross currency interest rate swap (CCIRS)
Fixed-rate
lendings in
foreign
currencies
72
870
(74)
1,221
Total
(1,123)
23,014
(127)
22,699
The following table shows the notional amount and the fair value of hedging derivatives on foreign
exchange risk of transactions outstanding as at 31 December 2025 and 31 December 2024, broken down
by type of hedge:
Millions of euro
Notional amount
Fair value assets
Notional amount
Fair value
liabilities
Derivatives
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
Cross currency interest rate swap
(CCIRS)
9,571
12,720
455
1,178
13,443
9,979
1,578
1,305
Total
9,571
12,720
455
1,178
13,443
9,979
1,578
1,305
Fair value hedge derivatives
The following table shows separately gains or losses of fair value hedge derivatives on foreign exchange
risk and those on the hedged items attributable to the hedged risk for
Millions of CU
Net Gains /(Losses)
2025
2024
Hedging instruments
(1)
34
Hedged items
(31)
(6)
Ineffectiveness
-
-
Graphics
65
Cash flow hedge derivatives
The following table reports expected cash flows related to derivatives for the coming years:
Millions of euro
Fair
value
Distribution of expected cash flows
at Dec.
31,
2025
2026
2027
2028
2029
2030
Beyond
Cash flow hedge derivatives on
exchange rates:
- Positive Fair value derivatives
455
129
168
133
52
57
741
- Negative fair value derivatives
(1,563)
91
(24)
65
(74)
48
(94)
Impact of hedging derivatives on balance sheet, statement of profit or loss and other
comprehensive income and equity
The impact of the hedging instruments on the balance sheet is, as follows:
Millions of Euro
Notional
amount
Carrying
amount
Line item in
the
statement of
financial
position
Fair value
used for
measuring
ineffectiveness
for the period
at Dec. 31,
2025
Interest rate swap (IRS)
611
-
Derivatives
-
Cross currency interest rate swap (CCIRS)
22,441
(1,108)
Derivatives
(1,322)
at Dec. 31,
2024
Interest rate swap (IRS)
1,151
(18)
Derivatives
(18)
Cross currency interest rate swap (CCIRS)
22,094
(115)
Derivatives
(375)
The impact of the hedged item on the balance sheet is, as follows:
Millions of Euro
Fair value
used for
measuring
ineffectiveness
Offsetting
effect on
P&L
Cash
flow
hedge
reserve
Cost of
hedging
reserve
Fair value
used for
measuring
ineffectiveness
Offsetting
effect on
P&L
Cash
flow
hedge
reserve
Cost of
hedging
reserve
2025
2024
Floating-rate
borrowings
(3)
-
3
-
(5)
-
5
-
Floating-rate
lendings
3
-
(3)
-
23
-
(23)
-
Floating-rate
lendings in foreign
currencies
(72)
-
72
1
73
-
(73)
(1)
Fixed-rate
borrowings in
foreign currencies
1,386
113
(1,499)
210
302
130
(432)
261
Floating-rate
borrowings in
foreign currencies
8
-
(8)
5
-
-
-
-
Total
1,322
113
(1,435)
216
393
130
(523)
260
Graphics
66
The effect of the cash flow hedge in the statement of profit or loss and other comprehensive income is:
Millions of Euro
Total
hedging
gain/(loss
)
recognised
in OCI
Ineffectivenes
s recognised in
profit or loss
Line item
in the
statement
of profit
or loss
Cost of
hedging
recognise
d in OCI
Amount
reclassifie
d from OCI
to profit or
loss
Line item in the statement of
profit or loss
at Dec. 31,
2025
Floating-rate
borrowings
3
-
Derivatives
-
-
Financial expense from
derivative
Floating-
rate lendings
(3)
-
Derivatives
-
-
Financial expense from
derivative
Floating-rate
lendings in
foreign
currencies
72
-
Derivatives
-
122
Financial expense from derivativ
e
Fixed-rate
borrowings in
foreign
currencies
(8)
-
Derivatives
48
(2,068)
Financial expense from
derivative
at Dec. 31,
2024
Floating-
rate borrowings
5
-
Derivatives
-
-
Financial expense from derivativ
e
Floating-rate
lendings
(23)
-
Derivatives
-
-
Financial expense from
derivative
Floating-rate
lendings in
foreign
currencies
(73)
-
Derivatives
-
37
Financial expense from
derivative
Fixed-rate
borrowings in
foreign
currencies
(432)
-
Derivatives
270
(1,191)
Financial expense from
derivative
The following table reports the impact of cash flow hedge derivatives on equity during the period, gross of
the fiscal impact:
Millions of
Euro
Cost of
hedgin
g
Gross
changes
in fair
value
recognize
d in equity
Gross
changes in
fair value
transferre
d to
income
Recycling
Gross changes
in fair value
transferred to
income -
Ineffectivenes
s
Cost of
hedgin
g
Gross
changes
in fair
value
recognize
d in
equity
Gross
changes in
fair value
transferre
d to
income
Recycling
Gross changes
in fair value
transferred to
income -
Ineffectivenes
s
2025
2024
Interest
rate
hedging
-
16
-
-
-
4
-
-
Exchange
rate
hedging
48
(930)
-
-
270
127
-
-
Hedging
derivative
s
48
(914)
-
-
270
131
-
-
The amount of effective changes in the fair value of cash flow hedge derivatives, not yet settled,
corresponding to hedges on the exchange rate on hedged items released in order to offset the adjustment
at the spot exchange rate of the hedged assets/liabilities denominated in a foreign currency at the end of
the reporting period totalled to Euro 1,225 million.
Graphics
67
Derivatives at fair value through profit or loss
The following tables show the notional amount and the fair value of derivatives assets and liabilities at
FVTPL, as at 31 December 2025 and 31 December 2024, classified on the basis of each type of risk, broken
down into current and non-current.
Millions of euro
Non Current
Current
Notional amount
Fair value
Notional amount
Fair value
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
at Dec.
31,
2025
at Dec.
31,
2024
DERIVATIVE ASSETS
At fair value through
profit or loss
on interest rate risk
417
473
2
11
-
-
-
-
on foreign exchange risk
-
-
-
-
68
269
-
7
Total
417
473
2
11
68
269
-
7
DERIVATIVE LIABILITIES
At fair value through
profit or loss
on interest rate risk
417
473
2
11
-
-
-
-
on foreign exchange risk
-
-
-
-
471
629
3
23
Total
417
473
2
11
471
629
3
23
The following table reports expected cash flows related to derivatives for the coming years:
Millions of euro
Fair
value
Distribution of expected cash flows
at Dec.
31,
2025
2026
2027
2028
2029
2030
Beyond
Fair value through profit or loss
derivatives on interest rates:
- Positive fair value
2
4
1
-
-
-
-
- Negative fair value
(2)
(4)
(1)
-
-
-
-
Millions of euro
Fair
value
Distribution of expected cash flows
at Dec.
31,
2025
2026
2027
2028
2029
2030
Beyond
Fair value through profit or loss
derivatives on exchange rates:
- Positive fair value
0
-
-
-
-
-
-
- Negative fair value
(3)
(3)
-
-
-
-
-
Graphics
68
Other notes
18 Related parties
Transactions between Enel Finance International N.V. and other companies of Enel Group involve Financing
and Treasury management.
The main activity of Enel Finance International N.V. is to operate as financing company of the Enel Group,
raising funds through bonds issuance, loans and other facilities and on turn lending the funds so raised to
the companies belonging to Enel Group.
Enel Finance International N.V. is also part of the centralizing financial flow process and acts as the primary
reference for the management of financial needs or liquidity generated by the entities that operate outside
of Italy and are part of Enel Group.
Enel Finance International N.V. has no business relations (except remuneration) with Key management
personnel during the financial year.
The following table summarizes the financial relationships between the Company and its related parties at
31 December 2025 and 31 December 2024 respectively:
Graphics
69
Millions of euro
Receivables
Payables
Income
Cost
at Dec. 31,
2025
2025
Shareholder
Enel S.p.A
23,034
1
413
55
(Subtotal)
23,034
1
413
55
Other affiliated companies
Companhia Energetica Do Ceara -
Coelce
-
-
7
-
Dolores Wind Sa De Cv
-
-
7
7
Dominica Energia Limpia Srl De
Cv
58
-
8
1
EGP Magdalena Solar SA de CV
-
-
7
5
Eletropaulo Metropolitana
Eletricidade De Sao Paulo S.A.
-
-
3
-
Endesa SA
3,541
8
123
-
Enel Americas S.A.
4
-
3
-
Enel Brasil S.A
-
-
1
-
Enel Chile S.A.
875
-
31
135
Enel Global Trading Spa
-
-
6
Enel Green Power Germany Gmbh
3
-
-
Enel Green Power Turkey Enerji
Yatirimlari Anonim Sirketi
-
-
-
-
Enel Green Power South Africa
(Pty) Ltd
-
-
10
4
Enel Green Power Spa
566
5
43
17
Enel Iberia SRL
2,316
678
33
8
Enel Investment Holding B.V.
-
3
3
Enel Italia S.p.A.
18,028
750
(2)
Enel Panama CAM, S.R.L
-
-
1
2
Enel X Korea Limited
5
-
-
-
Enel X S.r.l.
101
-
2
-
Energia Limpia De Amistad, S.A
De C.V.
124
-
18
-
Energia Limpia De Palo Alto, S.
De R.L. De C.V.
89
3
8
14
Ngonye Power Company Limited
4
-
1
-
Parque Amistad II Sa De Cv
-
-
4
3
Parque Amistad III Sa De Cv
-
-
4
4
Parque Amistad IV Sa De Cv
-
-
1
1
Parque Salitrillos, S.A. de C.V.
60
1
5
10
Parque Solar Don Jose, S.A. De
C.V.
24
-
2
3
Parque Solar Villanueva Tres, S.A.
De C.V.
40
-
3
6
PH Chucas S.A.
21
-
3
4
Slovak Power Holding B.V.
-
-
5
(1)
Vientos Del Altiplano, S. De R.L.
De C.V.
32
-
5
Villanueva Solar, S.A. De C.V.
61
-
5
9
Enel X Japan KK
-
12
3
-
Enel Polska SP ZO
-
11
-
-
Enel X UK LTD
-
5
-
-
(Subtotal)
25,952
726
1,102
230
Total
48,986
727
1,515
288
Graphics
70
Millions of euro
Receivables
Payables
Income
Cost
at Dec. 31,
2024
2024
Shareholder
Enel S.p.A
19,315
-
519
66
(Subtotal)
19,315
-
519
66
Other affiliated companies
Ampla Energia E Servicos S.A.
48
-
7
-
Companhia Energetica Do Ceara - Coelce
81
-
11
15
Dolores Wind Sa De Cv
79
-
14
(1)
Dominica Energia Limpia Srl De Cv
53
-
8
8
Egp Magdalena Solar SA de CV
77
-
14
-
Eletropaulo Metropolitana Eletricidade De Sao
Paulo S.A.
-
-
1
-
Endesa SA
3,544
7
198
(2)
Enel Americas S.A.
2
2
72
23
Enel Brasil S.A
94
-
5
-
Enel Chile S.A.
1,148
-
159
29
Enel Global Trading Spa IT
200
-
8
-
Enel Green Power Germany Gmbh
3
-
-
-
Enel Green Power Turkey Enerji Yatirimlari
Anonim Sirketi
-
1
-
-
Enel Green Power South Africa (Pty) Ltd
76
-
10
2
Enel Green Power Spa GLO
1,460
34
56
24
Enel Iberia SRL
2,674
202
48
3
Enel Investment Holding BV
3
-
1
Enel Italia S.p.A.
18,538
-
891
-
Enel Panama CAM, S.R.L
22
-
4
-
Enel Reinsurance - Compagnia di Riassicurazione
S.p.A.
-
33
-
Enel X Korea Limited
5
-
-
-
Enel X S.r.l.
100
-
2
1
Enel X Taiwan Co., Ltd
3
-
-
-
Energia Limpia De Amistad, S.A De C.V.
108
-
17
17
Energia Limpia De Palo Alto, S. De R.L. De C.V.
112
6
17
3
Ngonye Power Company Limited
3
-
1
-
Parque Amistad Ii Sa De Cv
41
-
8
1
Parque Amistad Iii Sa De Cv
42
-
8
1
Parque Amistad Iv Sa De Cv
12
-
3
1
Parque Salitrillos, S.A. de C.V.
69
2
10
-
Parque Solar Don Jose, S.A. De C.V.
26
-
3
-
Parque Solar Villanueva Tres, S.A. De C.V.
44
-
6
-
PH Chucas S.A.
32
-
6
-
Slovak Power Holding B.V.
769
-
72
-
Vientos Del Altiplano, S. De R.L. De C.V.
29
-
4
4
Villanueva Solar, S.A. De C.V.
65
-
9
-
(Subtotal)
29,559
290
1,672
130
Total
48,874
290
2,191
196
Graphics
71
For further details of each relation with related parties please refer to notes 6, 9, 14.
The impact of transactions with related parties on the balance sheet and income statement is reported in
the following tables.
Impact on balance sheet
Millions of Euro
Total
Related
parties
% of total
Total
Related
parties
% of
total
at Dec. 31,
2025
at Dec. 31,
2024
Assets
Long-term loans and financial receivables
including current portion
43,438
43,438
100%
41,485
41,485
100%
Derivatives- non-current
458
37
8%
1,170
37
3%
Short-term loans and financial receivables
5,240
5,240
100%
7,080
7,080
100%
Derivatives - current
2
-
-
32
-
-
Other current financial assets
1,608
271
17%
1,281
271
21%
Liabilities
Derivatives- non-current
1,583
6
0%
1,244
34
3%
Other non-current financial liabilities
34
9
26%
30
9
30%
Income tax payable
-
-
-
116
35
30%
Short-term loans and borrowings
1,858
706
38%
2,635
202
8%
Derivatives - current
3
-
-
118
-
-
Other current financial liabilities
483
3
1%
449
9
2%
Other current liabilities
4
3
75%
2
1
50%
Impact on income statement
Millions of Euro
Total
Related
parties
% of total
Total
Related
parties
% of
total
at Dec. 31,
2025
at Dec. 31,
2024
Interest income
1,514
1,488
98%
2,044
2,013
98%
Interest income from derivatives
217
9
-
294
-
0%
Interest expense
1,472
63
-4%
1,758
70
4%
Interest expense from derivatives
88
20
23%
110
31
28%
Other operating expenses
7
3
43%
4
1
25%
Financial income on derivatives
357
-
-
1,584
-
-
Other financial income
2,315
18
1%
185
178
96%
Financial expense on derivatives
2,432
-
-
437
-
-
Other financial expense
264
202
77%
1,342
94
7%
19 Contractual commitments and guarantees
The notes issued by the Company under the GMTN programme are guaranteed by Enel S.p.A. Commercial
papers issued in the context of the Euro Commercial Paper Programme launched in 2005 by the
Company are also guaranteed by Enel S.p.A.
More information could be found in the above mentioned programmes.
Graphics
72
Furthermore, Enel S.p.A has confirmed their commitment to provide the Company with support until next
year's approval of the financial statements, should the Company remain under control of Enel S.p.A. The
Company has not given guarantees to third parties up to the reporting date.
20 Offsetting financial assets and financial liabilities
At 31 December 2025, the Company did not hold offset positions in assets and liabilities, as it is not the
Enel policy to settle financial assets and liabilities on a net basis.
21 Compensation of Directors and key management personnel
The emoluments of the Company Directors as intended in Section 2:383 (1) of the Dutch Civil Code, which
were charged in 2025, amounted to Euro 118 thousand (Euro 118 thousand in 2024) represented short-
term employee benefits and summarized in the following table:
Just
2025
2024
E. Di Giacomo
29
29
H. Marseille
29
29
A.J.M. Nieuwenhuizen
2
29
W. Parente
29
2
L.B. Van der Heijden
29
29
A. Canta
-
-
Total
118
118
With regards to disclosure of remuneration of key management personnel, provided under IAS 24,
please see the table below:
Thousands of euro
2025
2024
short-term employee benefits
246
222
246
222
22 Fees of the auditors
The independent auditor of the Company is KPMG Accountants N.V. having been appointed by the
shareholders’ meeting of the Company held on 20 May 2020.
With reference to Section 2:382 a (1) and (2) of the Netherlands Civil Code, below a summary is provided
of services performed by KPMG Accountants N.V. and fees for each year accrued as per 31 December in
the respective years.
Thousands of euro
at Dec. 31,
2025
at Dec. 31,
2024
Audit
187
170
Audit related services in connection with GMTN prospectus
11
11
Tax
-
-
Other
-
-
Total
198
181
Graphics
73
23 Events after the reporting period
No events after the reporting date.
Amsterdam, 22 April 2026
E. Di Giacomo
A. Canta
H. Marseille
W. Parente
L.B. Van der Heijden
Graphics
74
Other information
Provisions in the articles of association governing the appropriation of profit
Under article 16 of the Company’s articles of association, the profit is at the disposal of the General Meeting
of Shareholders, which can allocate said profit either wholly or partly to the formation of or in addition to
one or more general or special reserve funds.
The Company can only make distributions to shareholders from profits qualifying for payment insofar as
the shareholders’ equity is greater than the paid-up and called-up part of the capital plus the legally
required reserves.
Graphics
75
Report of the independent auditor
on the 2025 financial statements of Enel
Financial International BV
The auditor’s report is set forth on the following page.
Graphics
KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
Independent auditor's report
To: the General Meeting of Shareholders of ENEL Finance International N.V. and the Audit
Committee of ENEL S.p.A.
Report on the audit of the financial statements 2025 included in the annual report
Our opinion
In our opinion, the accompanying financial statements give a true and fair view of the financial
position of ENEL Finance International N.V. as at 31 December 2025 and of its result and its
cash flows for the year then ended, in accordance with IFRS Accounting Standards as endorsed
by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the financial statements 2025 of ENEL Finance International N.V. based in
Amsterdam.
The financial statements comprise:
1 the statement of financial position as at 31 December 2025;
2 the following statements for 2025: profit or loss and other comprehensive income, changes in
equity and cash flows; and
3 the notes comprising material accounting policy information and other explanatory
information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on
Auditing. Our responsibilities under those standards are further described in the ‘Our
responsibilities for the audit of the financial statements’ section of our report.
We are independent of ENEL Finance International N.V. in accordance with the Verordening
inzake de onafhankelijkheid van accountants bij assurance-opdrachten(ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant
independence regulations in the Netherlands. Furthermore, we have complied with the
Verordening gedrags- en beroepsregels accountants(VGBA, Dutch Code of Ethics).
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The information in respect of going concern, fraud and
non-compliance with laws and regulations, climate-related risks and the key audit matters was
addressed in this context, and we do not provide a separate opinion or conclusion on these
matters.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
3345591/26W00201077AVN
Graphics
2
3345591/26W00201077AVN
Information in support of our opinion
Summary
Materiality
Materiality of EUR 353 million
0.75% of Total Assets
Risk of material misstatements related to Fraud, NOCLAR, Going concern and Climate
risks
Fraud risks: presumed risk of management override of controls identified and further
described in the section ‘Audit response to the risk of fraud and non-compliance with laws
and regulations’.
Non-compliance with laws and regulations (NOCLAR) risks: no reportable risk of material
misstatements related to NOCLAR risks identified.
Going concern risks: no going concern risks identified.
Climate risks: We have considered the impact of climate-related risks on the financial
statements and described our approach and observations in the section ‘Audit response to
climate-related risks’.
Key audit matters
Recoverability of the long-term and short-term loans and financial receivables due from
ENEL S.p.A. (parent company) and ENEL S.p.A. group companies.
Materiality
Based on our professional judgement, we determined the materiality for the financial statements
as a whole at EUR 353 million (2024: EUR 370 million). The materiality is determined with
reference to 0.75% of total assets (2024: 0.75%). We consider total assets, which mainly include
accounts related to financing activities, as the most appropriate benchmark given the activities of
ENEL Finance International N.V. as a group financing company. We have also taken into
account misstatements and/or possible misstatements that in our opinion are material for the
users of the financial statements for qualitative reasons.
We agreed with the Board of Directors of ENEL Finance International N.V. and the Audit
Committee of the ultimate parent company, ENEL S.p.A., that misstatements identified during
our audit in excess of EUR 17 million would be reported to them, as well as smaller
misstatements that in our view must be reported on qualitative grounds.
Audit response to the risk of fraud and non-compliance with laws and regulations
In the paragraphs “Main risks and uncertainties” and “The Companys control system” of the
Directors’ report, the Board of Directors describes its procedures in respect of the risk of fraud
and non-compliance with laws and regulations.
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As part of our audit, we have gained insights into the Company and its business environment
and the Company’s risk management in relation to fraud and non-compliance. Our procedures
included, among other things, assessing the Company’s code of conduct, whistleblowing
procedures, and its procedures to investigate indications of possible fraud and non-compliance.
Furthermore, we performed relevant inquiries with management and those charged with
governance. We have also incorporated an element of unpredictability in our audit by performing
substantive procedures over a selected operating expense account that, due to its size and
assessed risk, would not otherwise be tested in the normal course of the audit.
As a result from our risk assessment, we identified the following laws and regulations as those
that may have a material effect on the financial statements in case of non-compliance:
Anti-bribery and corruption laws and regulations (reflecting the Company’s involvement in the
regulated market).
Anti-money laundering and terrorist financing laws and regulations (reflecting the Company’s
significant and geographically diverse lending operations).
Further, we assessed the presumed fraud risk on revenue recognition as not significant since the
Company`s sole significant source of income is finance income. Such finance income is derived
from long- and short-term loan agreements with the parent company and the group companies,
including fixed terms and conditions in respect of interest. As a consequence, we did not identify
an incentive nor pressure for the Board of Directors to achieve certain results or specific finance
income targets and there appears to be limited perceived opportunity to commit a material fraud
in this area.
Based on the above and the applicable auditing standards, we identified the following presumed
fraud risk laid down in the auditing standards in respect of management override of controls that
is relevant to our audit, and responded as follows:
Management override of controls (a presumed risk)
Risk:
Management is in a unique position to manipulate accounting records and prepare fraudulent
financial statements by overriding controls that otherwise appear to be operating effectively, such
as accounting records around the estimate related to the recoverability of loans (principal and
interest) receivable from related parties.
Responses:
We evaluated the design and the implementation of internal controls that mitigate fraud risks,
such as processes related to journal entries and estimates.
As part of the fraud risk assessment, we performed a data analysis of the journal entries
population to determine if high-risk criteria for testing apply and evaluated relevant estimates
and judgments for bias by the Company’s management.
We involved a specialist to challenge the assumptions underlying the fair value of the
derivatives and the valuation assessment of loans and interest receivables from the parent
company and other ENEL S.p.A. group companies. The latter is considered a key audit
matter and we refer for the procedures performed to the key audit matter paragraph below.
We identified and selected journal entries and other adjustments made at the end of the
reporting period for testing.
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Our evaluation of procedures performed related to fraud in respect of management override of
controls did not result in an additional key audit matter.
We communicated our risk assessment, audit responses and results to the Company’s Board of
Directors and the Audit Committee of ENEL S.p.A.
Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non-
compliance that are considered material for our audit.
Audit response to going concern
The Board of Directors has performed its going concern assessment, in which amongst others
the Company’s high dependency on the parent company’s and group companies’ ability to fulfill
their obligations towards the Company was considered. The Board of Directors has not identified
any going concern risks.
To assess the Board of Directors’ assessment, we performed, inter alia, the following
procedures:
We considered whether the Board of Directors’ assessment of the going concern risks
includes all relevant information of which we are aware as a result of our audit.
We considered whether (new) strategic decisions and targets, developments in the electricity
industry, the effect of climate-related risks and evolution of recent geopolitical events indicate
a significant going concern risk.
We inspected the (new) financing agreements in terms of conditions that could lead to
significant going concern risks, including the terms of the agreements.
We analyzed the Company’s financial position as at year end, results and cash flows for the
year and compared it to the previous financial year in terms of indicators that could identify
significant going concern risks.
Considering ENEL S.p.A. is a guarantor for the bonds issued by the Company, through
inspection of the audited consolidated financial statements as of 31 December 2025 of
ENEL S.p.A., we verified the going concern basis of the group as a whole.
We considered whether the outcome of our audit procedures to determine the recoverability
of the intercompany loans, as described in the key audit matter paragraph below, could
indicate a significant going concern risk.
The outcome of our risk assessment procedures did not give reason to perform additional audit
procedures on the Board of Directors’ going concern assessment.
Audit response to climate-related risks
The Company has set out its commitments relating to climate change in the chapter “Risks and
strategic opportunities associated with climate change” in the Directorsreport. The Company’s
commitments include aligning its financing activities with sustainability targets and integrating
climate-related considerations into its strategy.
The Board of Directors has assessed, at a high level, how climate-related risks and opportunities
throughout the Enel Group and the Company’s own commitments could have a significant
impact on its business or could impose the need to adapt its strategy and operations.
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The Board of Directors has considered the impact of climate-related risks on the financial
statements in accordance with EU-IFRS, more specifically on the potential financial impact of
sustainability-linked financial instruments, as described in the section “Risk and strategic
opportunities associated with climate change” in the Directors’ report. Furthermore, as disclosed
in this paragraph, the Company, in accordance with the group strategy, has already taken
actions to mitigate potential risks and to exploit the opportunities offered by the energy transition.
As part of our audit, we performed a risk assessment of the impact of climate-related risk and the
commitments made by the Company in respect of climate change on the financial statements
and our audit approach. In doing this, we performed the following:
Understanding management's processes: we made inquiries with management, inspected
relevant documentation, and obtained an understanding of management’s assessment of
climate-related risks regarding intercompany receivables and external borrowings. We also
assessed the related disclosures in the financial statements to determine their consistency
with our audit procedures and assessed whether climate-related risks were appropriately
considered in the financial reporting process.
We have evaluated the existence of climate-related fraud risk factors, and none have been
identified as an event or condition that would indicate a risk of material misstatement in the
financial statements.
Based on the procedures performed above we have identified that climate-related risks have no
material impact on the current financial statements under the requirements of EU-IFRS and no
material impact on our key audit matters.
Furthermore, we have read the Directorsreport with respect to climate-related risks as included
in the annual report and considered whether such information contains material inconsistencies
with the financial statements or our knowledge obtained through the audit, in particular as
described above, and our knowledge obtained otherwise.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the Board of Directors of ENEL Finance International N.V. and the Audit Committee of
ENEL S.p.A. The key audit matters are not a comprehensive reflection of all matters discussed.
Recoverability of the long-term and short-term loans and financial receivables including
current financial accrued income due from ENEL S.p.A. (parent company) and
ENEL S.p.A. (group companies)
Description
As included in note 6, 9 and 10 to the financial statements, the Company’s exposure, in terms
of credit risk, to group companies may have a significant effect on the Company’s financial
statements. The outstanding balance as at 31 December 2025 of EUR 49,007 million
(EUR 48,900 million as at 31 December 2024), long-term and short-term loans and financial
receivables including current financial accrued income, net of the impairment loss allowance of
EUR 37 million (EUR 52 million as at 31 December 2024) represents approx. 96% (2024
approx. 95%) of the total balance sheet.
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The Company’s most significant assets are the long-term and short-term loans and financial
receivables due from ENEL S.p.A. and/or the ENEL S.p.A. group companies. In the event that
ENEL S.p.A. and/or group companies can no longer fulfill their financial obligations towards
the Company, this would have a significant impact on the Company. The Company’s ability to
meet its financial obligations depends on the cash flows generated from the repayment of
(accrued) interest and principal by ENEL S.p.A. and/or ENEL S.p.A. group companies. Current
and future developments of the energy market are an example of factors that can impact the
Company’s ability to meet its financial obligations.
The Company records the long-term and short-term loans and financial receivables, net of the
impairment loss allowance, which is done by estimating intercompany Probability of Default
(PD) and Loss Given Default (LGD) on the basis of the creditworthiness of ENEL S.p.A. and/or
ENEL S.p.A. group companies and the applicable market data.
As the long-term and short-term loans and financial receivables from ENEL S.p.A. and/or
ENEL S.p.A. group companies are material to the Company’s balance sheet and given the
related estimation uncertainty on impairment losses, the risk of a financial loss of the Company
is significant when ENEL S.p.A. and/or ENEL S.p.A. group companies fail to meet their
contractual obligations towards the Company. We therefore consider the valuation on the long-
term and short-term loans and financial receivables provided from ENEL S.p.A. and/or |
ENEL S.p.A. group companies to be a key audit matter.
Our response
We performed, amongst others, the following procedures with respect to management’s
assessment of the recoverability of the long-term and short-term loans and financial
receivables from ENEL S.p.A. and/or ENEL S.p.A. group companies:
We evaluated the design and implementation of the controls regarding the valuation
assessment by the Board of Directors in respect of the long-term and short-term loans and
financial receivables.
We inquired with the Board of Directors of the Company about its assessment of the
valuation of the long-term and short-term loans and financial receivables, based upon its
knowledge of the developments in the financial position and cash flows of ENEL S.p.A.
and/or ENEL S.p.A. group companies considering among others the impact, if any, of the
current and future developments on the energy market, and about its evaluation with
respect to the recoverability of the long-term and short-term loans and financial receivables
from ENEL S.p.A. and/or ENEL S.p.A. group companies.
We inspected and analyzed ENEL S.p.A.'s financial position by evaluating its audited
consolidated financial statements for the year 2025. Furthermore, we inquired the auditor of
ENEL S.p.A. with respect to the group going concern evaluation.
We inspected the terms and conditions of the loan agreements between ENEL S.p.A. and
certain ENEL S.p.A. group companies and the Company.
We involved a specialist in evaluating the reasonableness of the Board of Directors' key
judgements and estimates in relation to Probability of Default (PD) and Loss Given Default
(LGD) made in respect of IFRS 9, including selection of methods, models, assumptions and
data sources.
We evaluated the long-term credit ratings and outlook of ENEL S.p.A., from Standard &
Poor’s, Fitch and Moody’s.
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In addition, we evaluated the appropriateness of the accounting principles applied based on
IFRS 9’s requirements and the adequacy of the Company’s related disclosures as
presented in the notes to the financial statements.
Our observation
The results of our audit procedures relating to the valuation of the long-term and short-term
loans and financial receivables from ENEL S.p.A. and/or ENEL S.p.A. group companies were
satisfactory, and we consider the disclosures relating to credit risk, as included in the credit
risk paragraph on pages 39-42 and Notes 6 and 9 of the financial statements, to be adequate.
Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report
contains other information.
Based on the following procedures performed, we conclude that the other information:
is consistent with the financial statements and does not contain material misstatements; and
contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the
directors’ report and other information.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the other
information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the
Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less
than the scope of those performed in our audit of the financial statements.
The Board of Directors is responsible for the preparation of the other information, including the
information as required by Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were initially appointed by the General Meeting of Shareholders as auditor of ENEL Finance
International N.V. on 20 May 2020, as of the audit for the year 2020 and have operated as
statutory auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the
EU Regulation on specific requirements regarding statutory audits of public-interest entities.
European Single Electronic Format (ESEF)
ENEL Finance International N.V. has prepared its annual report in ESEF. The requirements for
this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical
standards on the specification of a single electronic reporting format (hereinafter: the RTS on
ESEF’).
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In our opinion the annual report prepared in XHTML-format, including the financial statements of
ENEL Finance International N.V., has been prepared in all material respects in accordance with
the RTS on ESEF.
The Board of Directors is responsible for preparing the annual financial report, including the
financial statements, in accordance with the RTS on ESEF.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual financial
report is in accordance with the RTS on ESEF. We performed our examination in accordance
with Dutch law, including Dutch Standard 3950N ’Assurance-opdrachten inzake het voldoen aan
de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance
engagements relating to compliance with criteria for digital reporting). Our examination included
amongst others:
Obtaining an understanding of the entity's financial reporting process, including the
preparation of the annual financial report in XHTML-format.
Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including examining whether the
annual financial report in XHTML-format is in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of the Board of Directors of ENEL Finance International N.V. and
the Audit Committee of ENEL S.p.A. for the financial statements
The Board of Directors is responsible for the preparation and fair presentation of the financial
statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.
Furthermore, the Board of Directors is responsible for such internal control as management
determines is necessary to enable the preparation of the financial statements that are free from
material misstatement, whether due to fraud or error. In that respect the Board of Directors,
under supervision of the Audit Committee of ENEL S.p.A., is responsible for the prevention and
detection of fraud and non-compliance with laws and regulations, including determining
measures to resolve the consequences of it and to prevent recurrence.
As part of the preparation of the financial statements, the Board of Directors is responsible for
assessing the Company’s ability to continue as a going concern. Based on the financial reporting
frameworks mentioned, the Board of Directors should prepare the financial statements using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company or to cease operations or has no realistic alternative but to do so.
The Board of Directors should disclose events and circumstances that may cast significant doubt
on the Company’s ability to continue as a going concern in the financial statements.
The Audit Committee of ENEL S.p.A. is responsible for overseeing the Company’s financial
reporting process.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.
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Our audit has been performed with a high, but not absolute, level of assurance, which means we
may not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements. The materiality affects the nature, timing and
extent of our audit procedures and the evaluation of the effect of identified misstatements on our
opinion.
A further description of our responsibilities for the audit of the financial statements is located at
the website of de ‘Koninklijke Nederlandse Beroepsorganisatie van Accountants’ (NBA, Royal
Netherlands Institute of Chartered Accountants) at www.nba.nl/eng_oob_20241203. This
description forms part of our auditor’s report.
Amstelveen, 22 April 2026
KPMG Accountants N.V
A. Zefferino RA