KEN 6-K
Kenon Holdings Ltd. (KEN)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
September 8, 2026
Commission File Number 001-36761
Kenon Holdings Ltd.
1 Temasek Avenue #37-02B
Millenia Tower
Singapore 039192
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXHIBITS 99.1 AND 99.2 TO THIS REPORT ON FORM 6-K ARE INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-201716) OF KENON HOLDINGS LTD. AND IN THE PROSPECTUSES RELATING TO SUCH REGISTRATION STATEMENT.
Exhibits
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KENON HOLDINGS LTD. | ||
| Date: September 8, 2026 | By: |
/s/ Robert L. Rosen |
| Name: | Robert L. Rosen | |
| Title: | Chief Executive Officer | |
3
Exhibit 99.1
Kenon Holdings Reports Q2 2026 Results and Additional Updates
Singapore, September 8, 2026. Kenon Holdings Ltd. (NYSE: KEN, TASE: KEN) (“Kenon”) announces its results for Q2 2026 and additional updates.
Q2 and Recent Highlights
Kenon
| · | In August 2026, Kenon received approximately $93 million (net of certain outstanding costs and subject to tax) from the Republic of Peru in connection with payment of the International Centre for Settlement of Investment Disputes arbitration award in favor of Kenon and its subsidiary, concluding this matter. |
OPC
| · | OPC’s net profit in Q2 2026 was $15 million, as compared to $1 million in Q2 2025. |
| · | OPC’s Adjusted EBITDA including proportionate share of associated companies1 in Q2 2026 was $131 million, as compared to $90 million in Q2 2025. |
| · | In June 2026, OPC announced, in respect of the Hadera expansion project (as described below), entry into a financing agreement and an engineering, procurement and construction agreement and receipt of tariff approval from the Israeli Electricity Authority. Financial closing of the project occurred in June 2026. |
| · | In August 2026, OPC issued NIS 600 million (approximately $202 million) of Series E bonds. |
1Adjusted EBITDA including proportionate share of associated companies is a non-IFRS measure. See Exhibit 99.2 of Kenon’s Form 6-K dated September 8, 2026 for the definition of OPC’s EBITDA and Adjusted EBITDA including proportionate share of associated companies and a reconciliation to profit for the applicable period.
Discussion of Results for the Three Months ended June 30, 2026
Kenon’s consolidated results of operations primarily comprise the consolidated results of OPC Energy Ltd (“OPC”), in which Kenon holds an interest of approximately 46%2.
See Exhibit 99.2 of Kenon’s Form 6-K dated September 8, 2026 for a summary of Kenon’s consolidated financial information; a summary of OPC’s consolidated financial information; a reconciliation of OPC’s EBITDA and Adjusted EBITDA including proportionate share of associated companies (which is a non-IFRS measure) to profit for the period.
OPC
The following discussion of OPC’s results of operations is derived from OPC’s consolidated financial statements. OPC publishes its results in U.S. Dollars starting in Q1 2026.
Summary Financial Information of OPC
For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| $ millions | ||||||||
| Revenue | 379 | 196 | ||||||
| Cost of sales (excluding depreciation and amortization) | (265 | ) | (150 | ) | ||||
| Finance expenses, net | (22 | ) | (20 | ) | ||||
| Share of profit of associated companies, net | 4 | 21 | ||||||
| Profit for the period | 15 | 1 | ||||||
| Attributable to: | ||||||||
| Equity holders of OPC | 12 | 1 | ||||||
| Non-controlling interest | 3 | - | ||||||
| Adjusted EBITDA including proportionate share of associated companies3 | 131 | 90 | ||||||
For condensed consolidated OPC’s results for the relevant periods, please refer to Appendix B.
Revenue
For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| $ millions | ||||||||
| Israel | 203 | 153 | ||||||
| U.S. | 176 | 43 | ||||||
| Total | 379 | 196 | ||||||
OPC’s revenue increased by $183 million in Q2 2026 as compared to Q2 2025.
Set forth below is a discussion of changes in the key components in revenue for Q2 2026 as compared to Q2 2025.
Israel
| · | Revenue from sale of energy to private customers in Israel – OPC’s revenue from the sale of electricity to private customers is derived from electricity sold at the generation component tariff, as published by the Israeli Electricity Authority, with some discount. Accordingly, changes in this tariff generally affect the prices paid by customers under power purchase agreements. The weighted-average generation component tariff in Q2 2026 was NIS 0.2890 per KW hour, which is approximately 2% lower than NIS 0.2939 per KW hour in Q2 2025. OPC’s revenue from the sale of energy to private customers increased by $26 million in Q2 2026 as compared to Q2 2025, primarily due to an increase of $14 million relating to higher customer consumption and an increase of $17 million driven by the strengthening of the New Israeli Shekel against the U.S. Dollar during the period; and |
| · | Revenue from private customers in respect of infrastructure services in Israel – Increased by $24 million in Q2 2026 as compared to Q2 2025, primarily as a result of an increase of $16 million due to higher customer consumption and an average increase in tariffs, and an increase of $8 million due to strengthening of the New Israeli Shekel against the U.S. Dollar during the period. |
2 Including approximately 2% of OPC’s outstanding shares subject to a collar arrangement.
3 Non-IFRS measure. See Exhibit 99.2 of Kenon’s Form 6-K dated September 8, 2026 for the definition of OPC’s EBITDA and Adjusted EBITDA including proportionate share of associated companies and a reconciliation to profit for the applicable period.
2
United States
| · | Revenue from sale of electricity (Energy Transition) in the U.S. – Increased by $110 million in Q2 2026 as compared to Q2 2025, primarily as a result of the first-time consolidation of the Shore and Maryland power plants from January and May 2026, respectively; and |
| · | Revenue from sale of electricity (retail) activities in the U.S. – Increased by $24 million in Q2 2026 as compared to Q2 2025 primarily as a result of increase in scope of services. |
Cost of Sales (Excluding Depreciation and Amortization)
Set forth below is a summary of OPC’s cost of sales (excluding depreciation and amortization) in Israel and the U.S. for Q2 2026 and Q2 2025.
For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| $ millions | ||||||||
| Israel | 153 | 115 | ||||||
| U.S. | 112 | 35 | ||||||
| Total | 265 | 150 | ||||||
OPC’s cost of sales (excluding depreciation and amortization) increased by $115 million from Q2 2025 to Q2 2026. Set forth below is a discussion of significant changes in cost of sales between Q2 2026 and Q2 2025.
Israel
| · | Expenses in respect of acquisition of energy in Israel – Increased by $9 million in Q2 2026 as compared to Q2 2025 primarily as a result of increased customer consumption; and |
| · | Expenses in respect of infrastructure services in Israel – Increased by $24 million in Q2 2026 as compared to Q2 2025 primarily as a result of higher average tariffs during the period. |
United States
| · | Expenses for sale of electricity (Energy Transition) in U.S. – Increased by $52 million in Q2 2026 as compared to Q2 2025, primarily as a result of the first-time consolidation of the Shore and Maryland power plants from January and May 2026, respectively; and |
| · | Expenses for sale of electricity (retail) in U.S. – Increased by $23 million in Q2 2026 as compared to Q2 2025, primarily as a result of increase in scope of services. |
Finance Expenses, net
Finance expenses, net in Q2 2026 were $22 million, as compared to $20 million in Q2 2025.
Share of Profit of Associated Companies, net
OPC’s share of profit of associated companies, net decreased by $17 million in Q2 2026 as compared to Q2 2025, primarily as a result of commencement of consolidation in its financial statements for the Shore, Basin Ranch (under construction) and Maryland power plants from January, February and May 2026, respectively.
For further details of the results of associated companies of CPV Group LP (a 70%-owned subsidiary of OPC), refer to OPC’s immediate report published on the Tel Aviv Stock Exchange (“TASE”) on August 12, 2026 and the convenience English translations furnished by Kenon on Form 6-K on August 12, 2026.
Liquidity and Capital Resources
As of June 30, 2026, OPC had unrestricted cash and cash equivalents of $1,261 million, restricted cash of $187 million (including restricted cash used for debt service), and total outstanding consolidated indebtedness of $2,977 million, consisting of $204 million of short-term indebtedness and $2,773 million of long-term indebtedness. As of June 30, 2026, a substantial portion of OPC’s debt was denominated in NIS.
As of June 30, 2026, OPC’s proportionate share of debt (including accrued interest) of CPV associated companies was $642 million and its proportionate share of cash and cash equivalents was $56 million.
3
Business and other Developments
Hadera Expansion Project updates
In June 2026, OPC announced entry into (i) a financing agreement and (ii) an engineering, procurement and construction agreement, each in respect of the construction of a combined-cycle natural gas-fired power plant with an estimated capacity of approximately 850 MW, designated for construction on land adjacent to OPC’s Hadera power plant (the “Hadera Expansion Project”).
Also in June 2026, OPC announced receipt of tariff approval from the Israeli Electricity Authority in accordance with the regulatory framework expected to apply to the Hadera Expansion Project. OPC subsequently reported that financial closing was completed and construction of the Hadera Expansion Project commenced in June 2026.
For further information on the Hadera Expansion Project, see Kenon’s Reports on Form 6-K furnished to the Securities and Exchange Commission (“SEC”) on August 12, 2026, June 19, 2026, June 3, 2026, May 21, 2026, May 20, 2026, March 2, 2026 and Kenon’s Annual Report on Form 20-F filed with the SEC.
Rogue’s Wind project updates
OPC reported completion of construction and commencement of commercial operations of the Rogue’s Wind project, a wind project located in Pennsylvania with a capacity of 114 MW, and receipt of the project’s tax partner $160 million investment.
Series E Bonds
In August 2026, OPC issued NIS 600 million (approximately $202 million) of Series E bonds.
4
Additional Kenon Updates
Kenon’s (stand-alone) Liquidity and Capital Resources
As of June 30, 2026, Kenon’s stand-alone cash was $512 million. As of August 31, 2026, Kenon’s stand-alone cash was $605 million. There is no material debt at the Kenon level.
Kenon’s stand-alone cash includes cash and cash equivalents and other treasury management instruments.
Receipt of Payment of Arbitration Award by the Republic of Peru
In August 2026, the Republic of Peru paid the International Centre for Settlement of Investment Disputes arbitration award issued in favor of Kenon in October 2023 (the “Award”). The total payment was approximately $203 million, of which Kenon’s share (after allocation of a portion of the proceeds to a capital provider and payment of certain outstanding expenses) was approximately $93 million, subject to tax. The payment reflects final payment of amounts payable by the Republic of Peru in connection with the Award and conclusion of this matter.
For further information, see Kenon’s Report on Form 6-K furnished to the SEC on August 19, 2026.
Caution Concerning Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can generally identify these statements by the use of words like “may”, “will”, “could”, “should”, “believe”, “expect”, “plan”, “estimate”, “forecast”, “potential”, “intend”, “target”, “future”, and variations of these words or comparable words. These statements include statements relating to OPC, OPC’s construction and development projects, and other non-historical matters. These statements are based on current expectations or beliefs and are subject to uncertainty and changes in circumstances. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Kenon’s control, which could cause the actual results to differ materially from those indicated in such forward-looking statements. Such risks include risks relating to OPC’s projects including, meeting the conditions to proceed with projects, financing relating to projects including capacity, expected tax benefits, expected attributes of projects, and other risks and factors including those risks set forth under the heading “Risk Factors” in Kenon’s most recent Annual Report on Form 20-F filed with the SEC and other filings. Except as required by law, Kenon undertakes no obligation to update these forward-looking statements, whether as a result of new information, future events, or otherwise.
Contact Info
| Kenon Holdings Ltd. | |
|
Deepa Joseph Chief Financial Officer |
5
Exhibit 99.2
Financial Information for the Three Months and Six Months Ended June 30, 2026 and 2025 of Kenon and OPC and
Reconciliation of Certain non-IFRS Financial Information
Table of Contents
Appendix A: Summary of Kenon’s consolidated financial information
Appendix B: Summary of OPC’s consolidated financial information
Appendix C: Definition of OPC’s Adjusted EBITDA and non-IFRS reconciliation
Summary Kenon consolidated financial information
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Financial Position (Unaudited)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| $ millions | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | 1,695 | 1,478 | ||||||
| Trade receivables | 186 | 137 | ||||||
| Short-term derivative instruments | 1 | 16 | ||||||
| Other investments | 78 | 107 | ||||||
| Other current assets | 58 | 65 | ||||||
| Total current assets | 2,018 | 1,803 | ||||||
| Non-current assets | ||||||||
| Investment in OPC’s associated companies | 1,015 | 1,626 | ||||||
| Long-term restricted cash | 187 | 164 | ||||||
| Long-term derivative instruments | 57 | 13 | ||||||
| Deferred taxes, net | 28 | 10 | ||||||
| Property, plant and equipment, net | 3,479 | 1,372 | ||||||
| Intangible assets, net | 89 | 83 | ||||||
| Long-term prepaid expenses and other non-current assets | 32 | 108 | ||||||
| Right-of-use assets, net | 342 | 201 | ||||||
| Total non-current assets | 5,229 | 3,577 | ||||||
| Total assets | 7,247 | 5,380 | ||||||
| Current liabilities | ||||||||
| Current maturities of loans from banks and others | 204 | 117 | ||||||
| Trade and other payables | 318 | 245 | ||||||
| Short-term derivative instruments | 73 | - | ||||||
| Current maturities of lease liabilities | 17 | 3 | ||||||
| Current tax liabilities | 14 | - | ||||||
| Total current liabilities | 626 | 365 | ||||||
| Non-current liabilities | ||||||||
| Long-term loans from banks and others | 2,324 | 1,142 | ||||||
| Debentures | 449 | 510 | ||||||
| Deferred taxes, net | 178 | 162 | ||||||
| Other non-current liabilities | 62 | 8 | ||||||
| Long-term derivative instruments | 49 | - | ||||||
| Long-term lease liabilities | 159 | 8 | ||||||
| Total non-current liabilities | 3,221 | 1,830 | ||||||
| Total liabilities | 3,847 | 2,195 | ||||||
| Equity | ||||||||
| Share capital | 50 | 50 | ||||||
| Translation reserve | 62 | 36 | ||||||
| Capital reserve | 32 | 48 | ||||||
| Accumulated profit | 1,416 | 1,455 | ||||||
| Equity attributable to owners of the Company | 1,560 | 1,589 | ||||||
| Non-controlling interests | 1,840 | 1,596 | ||||||
| Total equity | 3,400 | 3,185 | ||||||
| Total liabilities and equity | 7,247 | 5,380 | ||||||
2
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Profit or Loss (Unaudited)
For the six months ended June 30, | For the three months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ millions | $ millions | |||||||||||||||
| Revenue | 696 | 378 | 379 | 196 | ||||||||||||
| Cost of sales and services (excluding depreciation and amortization) | (510 | ) | (289 | ) | (265 | ) | (150 | ) | ||||||||
| Depreciation and amortization | (55 | ) | (33 | ) | (30 | ) | (17 | ) | ||||||||
| Gross profit | 131 | 56 | 84 | 29 | ||||||||||||
| Selling, general and administrative expenses | (53 | ) | (48 | ) | (27 | ) | (31 | ) | ||||||||
| Other expenses, net | (38 | ) | (1 | ) | (21 | ) | - | |||||||||
| Operating profit/(loss) | 40 | 7 | 36 | (2 | ) | |||||||||||
| Financing expenses | (63 | ) | (45 | ) | (32 | ) | (21 | ) | ||||||||
| Financing income | 96 | 22 | 59 | 9 | ||||||||||||
| Financing income/(expenses), net | 33 | (23 | ) | 27 | (12 | ) | ||||||||||
| Share of profit of OPC’s associated companies, net | 38 | 59 | 4 | 21 | ||||||||||||
| Profit before income taxes | 111 | 43 | 67 | 7 | ||||||||||||
| Income tax expense | (23 | ) | (10 | ) | (13 | ) | (1 | ) | ||||||||
| Profit for the period | 88 | 33 | 54 | 6 | ||||||||||||
| Attributable to: | ||||||||||||||||
| Kenon’s shareholders | 70 | 17 | 44 | 5 | ||||||||||||
| Non-controlling interests | 18 | 16 | 10 | 1 | ||||||||||||
| Profit for the period | 88 | 33 | 54 | 6 | ||||||||||||
| Basic/diluted profit per share attributable to Kenon’s shareholders (in dollars): | ||||||||||||||||
| Basic/diluted profit per share | 1.34 | 0.32 | 0.85 | 0.10 | ||||||||||||
3
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| $ millions | ||||||||
| Cash flows from operating activities | ||||||||
| Profit for the period | 88 | 33 | ||||||
| Adjustments: | ||||||||
| Depreciation and amortization | 57 | 36 | ||||||
| Diesel fuel consumption | 6 | 5 | ||||||
| Financing (income)/expenses, net | (33 | ) | 23 | |||||
| Share of profit of associated companies, net | (38 | ) | (59 | ) | ||||
| Share-based payments | (60 | ) | 11 | |||||
| Other expenses, net | 27 | 1 | ||||||
| Income tax expense | 23 | 10 | ||||||
| 70 | 60 | |||||||
| Change in trade and other receivables | (47 | ) | (37 | ) | ||||
| Change in trade and other payables | (12 | ) | 31 | |||||
| Cash generated from operating activities | 11 | 54 | ||||||
| Income taxes paid, net | (2 | ) | - | |||||
| Dividends received from associate companies, net | 32 | 27 | ||||||
| Net cash provided by operating activities | 41 | 81 | ||||||
4
Kenon Holdings Ltd. and its subsidiaries
Consolidated Statements of Cash Flows (Unaudited), continued
For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| $ millions | ||||||||
| Cash flows from investing activities | ||||||||
| Short-term deposits and restricted cash, net | (1 | ) | - | |||||
| Investment in long-term deposit, net | - | 2 | ||||||
| Investment in associated companies, less cash acquired | (89 | ) | (110 | ) | ||||
| Acquisition of property, plant and equipment | (418 | ) | (38 | ) | ||||
| Acquisition of subsidiaries, less cash acquired | 19 | - | ||||||
| Proceeds from other investments | 31 | 31 | ||||||
| Proceeds from equity-accounted investee company capital distribution | 32 | 1 | ||||||
| Long-term loan repayment from an equity-accounted investee company | 29 | - | ||||||
| Interest received | 36 | 18 | ||||||
| Proceeds from transactions in derivatives not for hedging, net | 36 | 5 | ||||||
| Payment of transactions in derivatives for hedging, net | (1 | ) | - | |||||
| Net cash used in investing activities | (326 | ) | (91 | ) | ||||
| Cash flows from financing activities | ||||||||
| Repayment of long-term loans, debentures and lease liabilities | (152 | ) | (56 | ) | ||||
| Investments of holders of non-controlling interests in the capital of a subsidiary | 54 | 10 | ||||||
| Proceeds from issuance of share capital | 255 | 143 | ||||||
| Proceeds from long-term loans | 521 | 88 | ||||||
| Proceeds from/(repayment of) short-term loans | 39 | (1 | ) | |||||
| Proceeds from derivative financial instruments, net | - | 5 | ||||||
| Dividend paid | (201 | ) | (253 | ) | ||||
| Repurchase of own shares | - | (10 | ) | |||||
| Interest paid | (49 | ) | (25 | ) | ||||
| Other | (8 | ) | - | |||||
| Net cash generated from/(used in) financing activities | 459 | (99 | ) | |||||
| Increase/(decrease) in cash and cash equivalents | 174 | (109 | ) | |||||
| Cash and cash equivalents at beginning of the year | 1,478 | 1,016 | ||||||
| Effect of exchange rate fluctuations on balances of cash and cash equivalents | 43 | 8 | ||||||
| Cash and cash equivalents at end of the period | 1,695 | 915 | ||||||
5
Information regarding reportable segments
Information regarding activities of the reportable segments is set forth in the following table.
| For the six months ended June 30, 2026 | ||||||||||||||||
| OPC Israel | CPV Group | Other | Consolidated Results | |||||||||||||
| $ millions | ||||||||||||||||
| Revenue | 384 | 312 | - | 696 | ||||||||||||
| Cost of sales (excluding depreciation and amortization) | (284 | ) | (226 | ) | - | (510 | ) | |||||||||
| Depreciation and amortization | (38 | ) | (19 | ) | - | (57 | ) | |||||||||
| Financing income | 12 | 9 | 75 | 96 | ||||||||||||
| Financing expenses | (37 | ) | (26 | ) | - | (63 | ) | |||||||||
| Share of profit of associated companies | - | 38 | - | 38 | ||||||||||||
| Profit before taxes | 10 | 32 | 69 | 111 | ||||||||||||
| Income tax (expense)/benefits | (30 | ) | 17 | (10 | ) | (23 | ) | |||||||||
| (Loss)/profit for the period | (20 | ) | 49 | 59 | 88 | |||||||||||
| For the six months ended June 30, 2025 | ||||||||||||||||
| OPC Israel | CPV Group | Other | Consolidated Results | |||||||||||||
| $ millions | ||||||||||||||||
| Revenue | 299 | 79 | - | 378 | ||||||||||||
| Cost of sales (excluding depreciation and amortization) | (219 | ) | (70 | ) | - | (289 | ) | |||||||||
| Depreciation and amortization | (36 | ) | - | - | (36 | ) | ||||||||||
| Financing income | 3 | 3 | 16 | 22 | ||||||||||||
| Financing expenses | (19 | ) | (20 | ) | (6 | ) | (45 | ) | ||||||||
| Share of profit of associated companies | 59 | 59 | ||||||||||||||
| Profit before taxes | 17 | 17 | 9 | 43 | ||||||||||||
| Income tax (expense)/benefits | (9 | ) | 2 | (3 | ) | (10 | ) | |||||||||
| Profit for the period | 8 | 19 | 6 | 33 | ||||||||||||
| For the three months ended June 30, 2026 | ||||||||||||||||
| OPC Israel | CPV Group | Other | Consolidated Results | |||||||||||||
| $ millions | ||||||||||||||||
| Revenue | 203 | 176 | - | 379 | ||||||||||||
| Cost of sales (excluding depreciation and amortization) | (153 | ) | (112 | ) | - | (265 | ) | |||||||||
| Depreciation and amortization | (19 | ) | (12 | ) | - | (31 | ) | |||||||||
| Financing income | 7 | 3 | 49 | 59 | ||||||||||||
| Financing expenses | (20 | ) | (12 | ) | - | (32 | ) | |||||||||
| Share of profit of associated companies | - | 4 | - | 4 | ||||||||||||
| (Loss)/profit before taxes | (1 | ) | 23 | 45 | 67 | |||||||||||
| Income tax (expense)/benefits | (24 | ) | 17 | (6 | ) | (13 | ) | |||||||||
| (Loss)/profit for the period | (25 | ) | 40 | 39 | 54 | |||||||||||
| For the three months ended June 30, 2025 | ||||||||||||||||
| OPC Israel | CPV Group | Other | Consolidated Results | |||||||||||||
| $ millions | ||||||||||||||||
| Revenue | 153 | 43 | - | 196 | ||||||||||||
| Cost of sales (excluding depreciation and amortization) | (115 | ) | (35 | ) | - | (150 | ) | |||||||||
| Depreciation and amortization | (18 | ) | - | - | (18 | ) | ||||||||||
| Financing income | 1 | 2 | 6 | 9 | ||||||||||||
| Financing expenses | (5 | ) | (18 | ) | 2 | (21 | ) | |||||||||
| Share of profit of associated companies | - | 21 | - | 21 | ||||||||||||
| Profit/(loss) before taxes | 12 | (11 | ) | 6 | 7 | |||||||||||
| Income tax (expense)/benefits | (6 | ) | 7 | (2 | ) | (1 | ) | |||||||||
| Profit/(loss) for the period | 6 | (4 | ) | 4 | 6 | |||||||||||
6
Summary of OPC consolidated financial information
OPC’s Consolidated Statements of Profit or Loss
For the six months ended June 30, | For the three months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ millions | $ millions | |||||||||||||||
| Revenue | 696 | 378 | 379 | 196 | ||||||||||||
| Cost of sales (excluding depreciation and amortization) | (510 | ) | (289 | ) | (265 | ) | (150 | ) | ||||||||
| Depreciation and amortization | (54 | ) | (34 | ) | (30 | ) | (16 | ) | ||||||||
| Gross profit | 132 | 55 | 84 | 30 | ||||||||||||
| Selling, general and administrative expenses | (48 | ) | (43 | ) | (23 | ) | (28 | ) | ||||||||
| Reclassification of the hedging reserve in respect of settled hedges to profit or loss following obtaining control over associates | (11 | ) | - | (11 | ) | - | ||||||||||
| Other expenses, net | (27 | ) | (4 | ) | (10 | ) | (2 | ) | ||||||||
| Operating profit | 46 | 8 | 40 | - | ||||||||||||
| Financing expenses | (63 | ) | (39 | ) | (32 | ) | (23 | ) | ||||||||
| Financing income | 21 | 6 | 10 | 3 | ||||||||||||
| Financing expenses, net | (42 | ) | (33 | ) | (22 | ) | (20 | ) | ||||||||
| Share of profit of associated companies, net | 38 | 59 | 4 | 21 | ||||||||||||
| Profit before income taxes | 42 | 34 | 22 | 1 | ||||||||||||
| Income tax expense | (13 | ) | (7 | ) | (7 | ) | - | |||||||||
| Profit for the period | 29 | 27 | 15 | 1 | ||||||||||||
| Attributable to: | ||||||||||||||||
| Equity holders of the company | 24 | 20 | 12 | 1 | ||||||||||||
| Non-controlling interest | 5 | 7 | 3 | - | ||||||||||||
| Profit for the period | 29 | 27 | 15 | 1 | ||||||||||||
7
Summary Data from OPC’s Consolidated Statement of Cash Flows
For the six months ended June 30, | For the three months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| $ millions | $ millions | |||||||||||||||
| Cash flows provided by operating activities | 48 | 89 | 63 | 25 | ||||||||||||
| Cash flows used in investing activities | (402 | ) | (140 | ) | (318 | ) | (53 | ) | ||||||||
| Cash flows provided by financing activities | 659 | 250 | 320 | 262 | ||||||||||||
| Increase in cash and cash equivalents | 305 | 198 | 65 | 234 | ||||||||||||
| Cash and cash equivalents at beginning of the year | 913 | 264 | 913 | 264 | ||||||||||||
| Effect of exchange rate fluctuations on balances of cash and cash equivalents | 43 | 8 | 39 | 11 | ||||||||||||
| Cash and cash equivalents at end of the period | 1,261 | 470 | 1,261 | 470 | ||||||||||||
Summary Data from OPC’s Consolidated Statement of Financial Position
| As at | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| $ millions | ||||||||
| Total financial liabilities1 | 2,977 | 1,769 | ||||||
| Total monetary assets2 | 1,448 | 1,077 | ||||||
| Investment in associated companies | 1,015 | 1,626 | ||||||
| Total equity attributable to the owners | 2,332 | 2,028 | ||||||
| Total assets | 6,697 | 4,698 | ||||||
| 1. | Including loans from banks and others and debentures |
| 2. | Including cash and cash equivalents, term deposits and restricted cash |
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Definition of OPC’s EBITDA and Adjusted EBITDA including proportionate share of associated companies and non-IFRS reconciliation
This press release presents OPC’s Adjusted EBITDA including proportionate share of associated companies, which is a non-IFRS financial measure.
OPC’s EBITDA is defined for each period as net profit/(loss) before depreciation and amortization, financing expenses, net, and income tax expense. OPC’s Adjusted EBITDA, including proportionate share of associated companies, is defined as EBITDA as further adjusted for expenses not in the ordinary course of business and/or of a non-recurring nature and share of depreciation and amortization, financing expenses and income tax expenses (if any) of associated companies. EBITDA and Adjusted EBITDA including proportionate share of associated companies are not recognized under IFRS as a measure of financial performance and should not be considered as a substitute for net profit or loss, cash flow from operations or other measures of operating performance determined in accordance with IFRS. EBITDA and Adjusted EBITDA including proportionate share of associated companies are not intended to represent funds available for dividends or other discretionary uses because those funds may be required for debt service, capital expenditures, working capital and other commitments and contingencies. There are limitations that impair the use of EBITDA and Adjusted EBITDA including proportionate share of associated companies as measures of OPC’s profitability since it does not take into consideration certain costs and expenses that result from OPC’s business that could have a significant effect on net profit, such as financial expenses, taxes, and depreciation and amortization.
OPC believes that the disclosure of EBITDA and Adjusted EBITDA including proportionate share of associated companies provides useful information to investors and financial analysts in their review of the company’s, its subsidiaries’, and its associated companies’ operating performance and in the comparison of such operating performance to the operating performance of other companies in the same industry or in other industries that have different capital structures, debt levels and/or income tax rates.
Set forth below is a reconciliation of OPC’s net profit to EBITDA and Adjusted EBITDA including proportionate share of associated companies for the periods presented. Other companies may calculate EBITDA and Adjusted EBITDA including proportionate share of associated companies differently, and therefore this presentation of EBITDA and Adjusted EBITDA including proportionate share of associated companies may not be comparable to other similarly titled measures used by other companies.
For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| $ millions | ||||||||
| Profit for the period | 15 | 1 | ||||||
| Depreciation and amortization | 31 | 18 | ||||||
| Financing expenses, net | 22 | 20 | ||||||
| Income tax expense | 7 | - | ||||||
| EBITDA | 75 | 39 | ||||||
| Share of depreciation and amortization and financing expenses included within share of profit of associated companies, net | 45 | 50 | ||||||
| Changes in net expenses, not in the ordinary course of business and/or of a non-recurring nature | 11 | 1 | ||||||
| Adjusted EBITDA including proportionate share of associated companies | 131 | 90 | ||||||
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