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This section contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ materially from those discussed in the forward-looking
statements as a result of various factors, including, without limitation, those set forth in “Note 6.1 - Critical accounting
estimates and judgments” of our Consolidated Financial Statements “Forward-Looking Statements” and “Item
3. Key Information - Risk Factors” and the matters set forth in this annual report generally.
The following discussion
is based on, and should be read in conjunction with, our Consolidated Financial Statements and related notes contained in this annual
report.
Sources of Revenues
Oil & Gas
Our oil and gas operations
derive revenues from the sale of natural gas to CAMMESA and gas distributors and from the sale to oil and gas industrial clients in the
domestic market and to a lesser extent in the foreign market. Revenues are recognized when the control of these products is transferred.
Generation
Our generation operations derive
revenues from the sale of electricity sales contracts with large users within the MAT, supply agreements with CAMMESA and sales to the
spot market. Revenues are recognized when power plants are available and the delivery of energy is effective.
Petrochemicals
Our
petrochemicals operations generate revenues from the sale of styrene, polystyrene and elastomers, and plastics derived from oil production.
We produce a wide array of products, such as intermediate gasoline, aromatic solvents, hexane and other hydrogenated paraffinic solvents,
propellants for the cosmetic industry, monomer styrene, as well as rubber and polymers for both the domestic and foreign markets from
natural gas, virgin naphtha, propane and other supplies. Revenues are recognized when the control of these products is transferred.
Holding
and others segment
Our
holding and others segment generate revenues mainly from contracts with customers in relation to technical assistance and administration
services to related companies.
Factors Affecting Our Results of Operations
Our
results of operations are principally affected by economic conditions in Argentina, changes in local and international crude oil prices,
natural gas prices and international petrochemical product’s prices, fluctuations in demand for oil related products, natural gas
and electricity in Argentina, costs of sales, operating expenses and climate change. See “Item 3. Key Information - Risk
Factors”.
Argentine Economic Conditions
Because most of our operations,
facilities and customers are located in Argentina, we are affected by general economic conditions in the country. In particular, the general
performance of the Argentine economy affects demand for energy, and inflation and fluctuations in currency exchange rates affect our costs
and our margins. Inflation primarily affects our business by increasing operating costs, while reducing our revenues in real terms.
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The following table sets
forth key economic indicators in Argentina during the years indicated:
Year ended December 31,
2025 2024 2023
Real GDP (% change) 4.4% (1.3)% (1.6)%
Nominal GDP (in millions of Ps.) 847,622,873 583,909,615 191,404,997
Real Consumption (% change) 7.9% (2.9)% 1.0%
Real Investment (% change) 16.4% (17.2)% (2.0)%
Industrial Production (% change) 1.6% (9.4)% (1.8)%
Consumer Price Index 31.5% 117.8% 211.4%
Nominal Exchange Rate (in Ps. /U.S.$ at year end) 1,455.00 1,032.50 808.48
Exports (in millions of U.S.$) 87,111 79,703 66,789
Imports (in millions of U.S.$) 75,791 60,776 73,714
Trade Balance (in millions of U.S.$) 11,320.08 18,927.64 (6,925.1)
Current Account (% of GDP) (1.5)% ** 0.9% (3.2)%
Reserves (in millions of U.S.$) 41.1 29.6 23.1
Tax Collection (in millions of Pesos) 200,448,447 142,031,453 46,463,191
Primary Surplus (in millions of Pesos) 11,769,219 10,405,810 (5,164,637)
Public Debt (% of GDP at December 31) * 75.6% ** 82.6% 156.6%
Public Debt Service (% of GDP) 1.2% 1.5% 1.7%
External Debt (% of GDP at December 31) 56.3% ** 49.0% 121.6%
Sources:
INDEC; Central Bank; Ministry of Treasury.
*Includes hold-outs
** As of September 30, 2025. *** As of November 2025.
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Macroeconomic Context
2025
was marked by high volatility associated with the economic cycle and midterm elections. This dynamic was reflected in financial markets.
Argentina’s country risk began the year at around 578 basis points, peaked at 1,456 in September, and ended the year close to its
initial level. Likewise, the wholesale exchange rate closed at Pesos 1,459 per U.S.$ as of December 2025, up 41% from year-end 2024 and
36% year-on-year.
Despite
the challenging environment, the Government maintained a fiscal surplus for the second consecutive year, a cornerstone of its economic
plan. In 2025, the accumulated primary balance reached 1.4% of GDP and the financial balance 0.2% of the GDP. As a result, inflation continued
on a downward path and ended the year at 31.5% annually, the lowest level since 2017, following 117.8% in 2024 and 211.4% in 2023. According
to the Central Bank’s Market Expectations Survey (REM), inflation is expected to continue decelerating and hover around 20% in 2026,
consolidating the price normalization process. Disinflation also led to a reduction in the poverty rate, which fell from 53% in the first
quarter of 2024 to 30% in 2025.
Even
amid persistent fiscal adjustment, economic activity grew by 4.6% through the third quarter of 2025 and, according to the REM, is projected
to grow by 3.4% in 2026. However, sector performance was heterogeneous: fishing, mining, oil and gas, and financial intermediation led
economic expansion, while construction, trade, and manufacturing recorded cumulative declines of 2.2%, 5.7%, and 6.6%, respectively, through
September, posing challenges going forward. Nevertheless, the unemployment rate remained stable at around 7.6%.
On
the exchange rate front, in February 2025, the crawling peg pace was reduced from 2% to 1% per month. In April, a banded floating exchange
rate regime was adopted, with bands widening by 1% per month, and the BCRA was authorized to intervene within them. In addition, exchange
rate controls for individuals were partially lifted, the distribution of dividends on 2025 earnings was authorized, import payment terms
were relaxed, and the differential exchange rate for exports was eliminated, measures that narrowed the gap between the official and free
exchange rates.
In
April 2025, an agreement for U.S.$ 20 billion was signed with the IMF, including disbursements of U.S.$ 14.5 billion in 2025, complemented
by financing from multilateral organizations. Following exchange rate pressures triggered by an adverse outcome for the ruling party in
the Buenos Aires Province elections, the National Government received explicit support from the U.S. Treasury for its policies, which
intervened by purchasing Pesos and providing U.S.$ 20 billion in financing. This support proved decisive in preserving the exchange rate
regime. Starting in 2026, the exchange rate bands will be adjusted based on monthly inflation with a two-month lag.
Given
limited access to international capital markets, the Argentine Treasury continued to repay obligations to creditors. Consolidated gross
national debt declined from 169% of GDP in December 2023 to 79% in October 2025, while foreign-currency debt with private creditors fell
from 40% to 16% over the same period. These repayments were supported by record foreign currency purchases by the BCRA (U.S.$ 22 billion
over two years) and the Treasury (U.S.$ 1.5 billion), as well as by an increase in gross reserves, which rose to U.S.$ 41.2 billion from
U.S.$ 23 billion in December 2023. However, net reserves remained negative at -U.S.$ 15.5 billion, compared with -U.S.$ 8.5 billion in
December 2023. During 2025, the BCRA eliminated interest-bearing liabilities (monetary issuance), and the Argentine Treasury canceled
non-transferable notes, strengthening its balance sheet and generating a crowding-in effect that boosted private-sector credit from 5%
to 11% of GDP.
The
current account posted a cumulative deficit of U.S.$ 10 billion through the third quarter of 2025, compared to a surplus of U.S.$ 5 billion
in the same period of 2024. While the goods trade balance recorded a surplus driven by record exports, partially offset by higher imports,
deficits in services and income resulted in an overall negative balance. In the trade balance, the energy sector stands out with a surplus
of U.S.$ 7.8 billion, supported by all-time highs in gas and oil production driven by the development of Vaca Muerta.
The
Argentine corporate sector increased its access to international markets, with issuances exceeding U.S.$ 9.3 billion.
Finally, after two years, the
National Congress approved the 2026 budget, representing an institutional step forward that, among other aspects, authorizes the Argentine
Treasury to resume financing in international capital markets.
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Reserves and Production of oil and gas
Natural gas and oil constitute
the main energy sources in the national primary energy matrix. The following chart illustrates their shares as of December 31, 2024, as
there is no available information for the year 2025:
2024 Argentine energy
matrix
100% = 83 million Tons of oil equivalent
Note: It excludes
other primary sources for 5.2%. Source: SE.
Natural Gas
In 2025, Argentina’s total
gross natural gas production amounted to 137 million m3 per day, a 6% increase compared to 2024. This increase is explained
by growth in the Austral and Neuquina Basins.
Total demand grew by 3% year-on-year
to 141 million m3 per day, mainly due to higher industrial demand (14% compared to 2024) and a slight increase in power plants’
gas consumption, partially offset by lower Compressed Natural Gas (CNG) and residential demand due to milder weather. Natural gas imports
declined sharply by 44% compared to 2024, supported by new evacuation capacity from Vaca Muerta and the reversal of the Northern gas pipeline.
Lower imports from Bolivia (from 3.3 to 0.6 million m3 per day on average in 2025) and reduced Liquefied Natural Gas (LNG) injections
(from 4.5 to 3.6 million m3 per day on average in 2025) were recorded. In contrast, exports to Chile increased by 13% to 7.3 million m3
per day, representing 5% of total production in 2025.
As of December 31, 2024, the
country’s natural gas reserves and resources totaled 2,258 billion m3, a 23% increase compared to 2023. Of the total,
24% were proven reserves, and 83% came from unconventional formations.
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Evolution of natural
gas production, and reserves and resources*
In billion m3, 2012-2025
Note: * There
is no information on reserves for 2025. Source: SE.
Crude Oil
In 2025, Argentina’s total
oil production reached 794 kbpd, a 13% increase compared to 2024 and the highest since 1999. This growth was led by the Neuquina Basin,
where production increased by 21% compared to 2024 following the expansion of evacuation capacity from Vaca Muerta in the Oldelval and
Oleoducto Transandino S.A. systems. Of total production, 74% came from the Neuquina Basin (584 kbpd), 23% from the Golfo San Jorge Basin
(182 kbpd, a 4% decrease compared to 2024) and the remainder from the Cuyana, Austral and Noroeste Basins (27 kbpd, a 7% decrease compared
to 2024).
Evolution of oil production,
and reserves and resources*
In million boe, 2012-2025
Note: * There is no information
on reserves for 2025. Source: SE.
For
information about the regulatory framework of our oil and gas business, see “Item 4. The Argentine Energy Sector -
Oil & Gas Regulatory Framework.”
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Electricity prices
and tariffs
Our revenues and margins
in our electricity generation businesses are substantially dependent on the prices we are able to charge for the electricity sold by our
generation plants, as well as the composition of our transmission tariffs. See “Item 4. The Argentine Energy Sector - Electricity
Regulatory Framework.”
Electricity demand and supply
Electricity demand depends
to a significant extent on economic and political conditions prevailing from time to time in Argentina, as well as seasonal factors. In
general, the demand for electricity varies depending on the performance of the Argentine economy, as businesses and individuals generally
consume more energy and are better able to pay their bills during periods of economic stability or growth. As a result, energy demand
is affected by Argentine Governmental actions concerning the economy, including with respect to inflation, interest rates, price controls,
foreign exchange controls, taxes and energy tariffs.
Electricity consumption
in Argentina experienced a slight 0.7% increase in 2025 when compared to 2024, reaching 141,249 GWh. This was explained by increases
of 2% and 1%, respectively, in the industrial and retail segments, partially offset by a 3% decline in the demand from Large Users within
the distribution segment. The following chart shows the breakdown of electricity consumption in 2025 by type of customer.
Electricity demand by type
of customer
Source:
CAMMESA.
Peak Demand Records
2017 2018 2019 2020 2021 2022 2023 2024 2025
Capacity (MW) 25,628 26,320 26,113 25,791 27,088 28,283 29,105 29,653 30,257
Date Feb-24 Feb-8 Jan-29 Feb-4 Dec-29 Dec-6 Mar-13 Feb-1 Feb-10
Temperature (°C) 27.7 30.2 34.0 29.5 31.7 29.0 31.0 31.5 31.1
Hour 14:25 15:35 14:25 14:57 14:28 14:43 15:28 14:48 14:47
Source: CAMMESA.
During 2024, power generation
grew by 0.5% in 2025, reaching 142,267 GWh, compared to 141,592 GWh recorded in 2024, mainly driven by renewable sources (a 17% increase
compared to 2024) and nuclear power availability (a 3% increase compared to 2024), partially offset by a 10% reduction in hydropower generation,
net of pumping.
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The grid maintained its
dependence on thermal generation, using both natural gas and liquid fuels (GO and FO) and mineral coal, contributing 53% of the total
energy volume or 75,225 GWh, followed by hydropower generation net of pumping of 29,622 GWh (21% of the total energy volume), renewable
energies with a generation of 26,659 GWh (19% of the total energy volume) and nuclear power with a generation of 10,761 GWh or 8% of the
total energy volume.
Although the SADI has been
a net power importer for the fourth consecutive year, in 2025 imports decreased by 8% to 4,304 GWh when compared to 2024, exports decreased
by 48% to 509 GWh compared to 2024, and losses were reduced by 5% to 4,813 GWh compared to 2024.
The following chart shows
the evolution of electric power generation by type of technology:
Generation by Type of Power
Plant
In %, 2015 – 2025
Note: It includes WEM and Patagonian WEM System.
Hydroelectric power generation net of pumping. Source: CAMMESA.
During 2025, generation facilities
recorded an increase in their installed capacity of 826 MW compared to the previous year, reaching a total of 44,177 MW as of December
2025. This increase is mainly due to the commissioning of renewable units ( an increase of 1,006 MW compared to 2024) and 13 MW of thermal
additions, offset by the decommissioning of obsolete units ( a decrease of 194 MW compared to 2024). The chart below shows the composition
of installed capacity in Argentina as of December 31, 2025:
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2025 Argentine installed power
capacity
100% = 44.2 GW
Source: CAMMESA.
Commercial management
and fuel supply for power plants were centralized in CAMMESA, except for generators with PPAs under Energía Plus and SE Resolution
No. 287/17. Since January 2021, with the implementation of Plan Gas.Ar and the transfer of gas and its transportation by exempted generators
to CAMMESA, thermal dispatch prioritized units supplied with gas imported from Bolivia under a Take or Pay condition, followed by those
supplied by Plan Gas.Ar according to their efficiency and, finally, units that had assigned gas to CAMMESA.
This framework began
to change on January 28, 2025, when the SE repealed SE Resolution No. 354/20, effective as of February 1, 2025, and authorized generators
to directly manage fuel supply for spot units, as of March 1, 2025, according to SE Resolution No. 21/25.
On November 1, 2025,
SE Resolution No. 400/25 introduced a gradual transition toward a decentralized fuel-supply scheme. Generators will progressively assume
full responsibility for fuel sourcing, and, from 2029, the management must be fully autonomous. Generators must provide their own alternative
fuels, such as fuel oil and gas oil. For natural gas, thermal generators may choose between: (i) self procurement, or (ii) contracting
through CAMMESA while the Plan Gas.Ar remains in force, under “Gas Acuerdo” (or “Gas Agreement”) modality,
with costs resulting from a mix of costs associated with Plan Gas and/or LNG imports, subject to biweekly updates. Generators that do
not self procure their fuel will face operational restrictions and a progressive reduction in their capacity and energy remuneration.
CAMMESA will continue to centralize fuel management for PPAs under SE Resolutions No. 220/07, No. 21/17, and No. 287/17. This transition
process may require significant operational and contractual adjustments and will gradually expose generators to greater market risks and
price volatility once centralized procurement ends.
Additionally, the SE
authorized producers and generators to agree on natural gas supply arrangements, considering the volumes committed under Plan Gas contracts
with CAMMESA, according to SE Resolution No. 501/25. Such volumes will be treated as the generators’ own gas and remunerated in
accordance with the CVP declared for dispatch purposes.
Regarding fuel consumption by
power plants, it decreased by 3% year-on-year in 2025, totaling 44.1 million m3 per day of gas equivalent. Natural gas accounted for 95%
of total consumption, with a 1% increase to 42.1 million m3 per day, 94% of which was local and 6% imported. The use of liquid fuels,
FO and GO, decreased by 61% and 54%, respectively, due to higher domestic gas production, while mineral coal consumption increased by
5%.
The chart below shows fuel
consumption by type:
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Fuel consumption by
type
In % and million m3/day
of gas equivalent, 2015 – 2025
Source: CAMMESA.
As of December 31,
2025, the maximum spot price of energy in the WEM amounted to Pesos 14,381 (SE Resolution No. 602/25). However, the following chart shows
the monthly wholesale price that all electricity system users should pay to prevent the power grid from running into a deficit, as well
as the seasonal energy price. The wholesale cost includes, in addition to the energy price, the power capacity payment, generation costs,
fuels such as natural gas, FO, GO and mineral coal, and other minor items. As of December 2025, the coverage amounted to 78%.
Wholesale monthly cost
and seasonal price
In U.S.$/MWh
Source: CAMMESA, converted into U.S.$
at the official exchange rate.
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Cost
of sales
Our most significant costs
of sales include purchases of inventory, energy and gas, personnel costs and property, plant and equipment depreciation, works contracts,
fees and compensation for services and canons and royalties.
Operating
expenses
Our most significant operating
expenses are administrative and selling expenses, which include related personnel costs, fees and compensations for services, transportation
and freights charges, and taxes.
Results of Operations
The table below provides
a summary of our results of operations for the years ended December 31, 2025, and 2024.
For the year ended December 31,
2025 2024
Revenue 1,998 1,876
Cost of sales (1,369) (1,279)
Gross profit 629 597
Selling expenses (98) (74)
Administrative expenses (192) (239)
Exploration expenses - (21)
Other operating income 100 175
Other operating expenses (72) (88)
Recovery of impairment (Impairment) of property, plant and equipment, intangible assets and inventories 15 (34)
Impairment of financial assets (21) (56)
Share of profit from associates and joint ventures 142 146
Profit from sale/acquisition of companies’ interest - 34
Operating income 503 440
Finance income 45 32
Finance costs (196) (185)
Other financial results 230 211
Financial results, net 79 58
Profit before income tax 582 498
Income tax (204) 121
Profit of the year 378 619
Total Profit of the year attributable to:
Owners of the Company 377 619
Non - controlling interest 1 -
2025 2024
Revenue
Oil and Gas 862 730
Generation 792 672
Petrochemical 443 516
Holding and others 24 65
Eliminations (123) (107)
Total Revenue 1,998 1,876
Gross profit
Oil and Gas 249 215
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Generation 342 305
Petrochemical 14 29
Holding and others 24 48
Eliminations - -
Total Gross profit 629 597
Operating income (loss)
Oil and Gas 91 69
Generation 375 204
Petrochemical (31) 43
Holding and others 68 124
Eliminations - -
Total operating income 503 440
Total profit (loss) of the year
Oil and Gas (55) (5)
Generation 298 461
Petrochemical 4 72
Holding and others 131 91
Eliminations - -
Total profit of the year 378 619
Total profit (loss) attributable to owners of the company
Oil and gas (55) (5)
Generation 297 461
Petrochemical 4 72
Holding and others 131 91
Eliminations - -
Total profit attributable to owners of the company 377 619
Total profit attributable to non - controlling interest
Generation 1 -
Total profit attributable to non - controlling interest - -
We are a fully integrated power
company in Argentina, mainly participating in the oil and gas production and electricity generation businesses.
Through its own
activities, subsidiaries and shareholdings in joint ventures and based on the business nature, customer portfolio and risks involved,
the Company operates its businesses through following reportable segments:
● Oil and Gas, principally consisting of the Company’s interests in oil and gas areas, the activities of Pampa Energía S.A. – Sucursal Dedicada Proyecto RDA and through its direct and indirect interests in SESA and PECSA;
● Electricity Generation, principally consisting of the Company’s direct and indirect interests in HINISA, HIDISA, VAR, CTB, TMB, TJSM and through our own electricity generation activities through thermal plants CTG, CPB, Piquirenda, CTLL, CTGEBA, Ecoenergía, CTPP, CTIW, the HPPL hydroelectric complex and PEPE II, III, IV and VI wind farms;
● Petrochemicals, comprising of the Company’s own styrenics operations and the catalytic reformer plant operations conducted in Argentina; and
● Holding, Transportation and Others, principally consisting of our interests in joint businesses CITELEC, CIESA and their respective subsidiaries holding the concession over high-voltage electricity transmission and gas transportation, respectively, as well as our direct and indirect interest in VMOS, Oldelval and OCP Ltd., holding activities, and other investments activities.
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We manage our operating segments based on its individual net
result in U.S. Dollars.
Fiscal year ended December 31, 2025 compared to the fiscal
year ended December 31, 2024
Oil and Gas Segment
Oil and Gas (in millions of U.S.$)
For the fiscal year ended
December 31, 2025 December 31, 2024 Variation %
Revenue 862 730 132 18%
Cost of sales (613) (515) (98) 19%
Gross profit 249 215 34 16%
Selling expenses (80) (58) (22) 38%
Administrative expenses (83) (82) (1) 1%
Exploration expenses - (21) 21 (100%)
Other operating income and expenses, net 26 59 (33) (56%)
Share of profit from associates 3 - 3 100%
Impairment of property, plant and equipment (3) (34) 31 (91%)
Impairment of financial assets (21) (10) (11) 110%
Operating income 91 69 22 32%
Financial income - 2 (2) (100%)
Financial costs (101) (96) (5) 5%
Other financial results (35) (11) (24) 218%
Financial results, net (136) (105) (31) 30%
Loss before income tax (45) (36) (9) 25%
Income tax (10) 31 (41) (132%)
Loss of the year (55) (5) (50) 1000%
Owners of the Company (55) (5) (50) 1000%
Revenue
Revenue from our oil and gas segment
increased 18%, to U.S.$862 million for the Fiscal year ended December 31, 2025, compared to U.S.$730 million for the Fiscal year ended
December 31, 2024. This increase is primarily attributable to the ramp-up of shale oil output at the Rincón de Aranda block, partially
offset by lower oil sale prices, and to a lesser extent a decrease in gas volumes and prices.
The average sale price for oil
was U.S.$61.5/bbl for the fiscal year ended December 31, 2025, 12% lower than the U.S.$70.2/bbl average sale price for the fiscal year
ended December 31, 2024, in line with the decrease of the international price of Brent, which is the main reference for the Company’s
oil sale prices.
The following table shows our
production and sales for the oil and gas segment for the years shown:
Fiscal year ended
December 31, 2025 December 31, 2024 Variation
Production
Oil (k bbl/day) 11.7 4.8 145%
Gas (million m3/day) 12.4 12.5 (1%)
Total (k boe/day) 84.4 78.2 8%
Sales
Oil (k bbl/day) 11.8 5.0 139%
Gas (million m3/day) 12.4 12.5 (1%)
Total (k boe/day) 84.8 78.3 8%
Average prices
U.S.$/bbl 61.5 70.2 (12%)
U.S.$/MBTU 3.7 3.7 (1%)
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Cost of Sales
The cost of sales from our oil
and gas segment increased by 19%, to U.S.$613 million for the Fiscal year ended December 31, 2025, from U.S.$515 million for the Fiscal
year ended December 31, 2024. The variation is mainly due to higher lifting costs related to gas treatment expenses and the ramp-up of
Rincón de Aranda block; higher property, plant and equipment depreciation, and increased royalties related to higher crude oil
production.
Gross Profit
Gross profit from our oil and
gas segment increased by 16%, from U.S.$215 million in the Fiscal year ended December 31, 2024, to U.S.$249 million for the Fiscal year
ended December 31, 2025. This variation is mainly explained by the increase in crude oil sale volumes, partially offset by higher costs,
weaker gas demand, and lower average oil and gas sale prices.
Additionally, the gross margin
on sales is 29% for both fiscal years ended December 31, 2025 and 2024.
Selling Expenses
Selling expenses from our oil
and gas segment increased to U.S.$80 million for the Fiscal year ended December 31, 2025, compared to U.S.$58 million for the same period
in 2024 due to increased oil and gas transportation expenses, driven by crude oil production growth at Rincon de Aranda block, higher
gas production at Sierra Chata block and higher gas exports to Chile.
Administrative Expenses
Administrative expenses from our
oil and gas segment increased to U.S.$83 million for the Fiscal year ended December 31, 2025, compared to U.S.$82 million for the Fiscal
year ended December 31, 2024 due to increased fees and compensation for services.
Exploration Expenses
Exploration expenses from our
oil and gas segment recorded U.S.$ 21 million for the fiscal year ended December 31, 2024, corresponding to the impairment of unproductive
wells in Rincon del Mangrullo block. No exploration expenses were recorded during the fiscal year ended December 31, 2025.
Other Operating Income and Expenses, net
Other operating income and expenses,
net from our oil and gas segment recorded gains of U.S.$ 26 million for the Fiscal year ended December 31, 2025, compared to U.S.$ 59
million for the Fiscal year ended December 31, 2024, mainly due to lower Plan Gas.Ar’s income, reduced overdue interest and the
gain from the sale of the 22.51% share interest in Gobernador Ayala block recorded in 2024.
Share of profit from associates
The share of profit from associates
from our oil and gas segment amounted to U.S.$ 3 million for the Fiscal year ended December 31, 2025 due to our 20% stake in SESA, the
company aiming to develop the FLNG Project for LNG export.
Impairment of property, plant and equipment
Our oil and gas segment recorded
an impairment of property, plant and equipment of U.S.$3 million and U.S.$19 million in El Tordillo/La Tapera area for the fiscal years
ended December 31, 2025 and 2024, respectively, on October 1, 2025, the Company transferred the 35.6706% interest in the concessions of
such blocks and collected U.S.$ 2 million. Additionally, a U.S.$ 15 million impairment was recorded in Rincon del Mangrullo area for the
fiscal year ended December 31, 2024.
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Impairment of financial assets
Impairment of financial assets
from our oil and gas segment increased to U.S.$21 million for the Fiscal year ended December 31, 2025, compared to U.S.$10 million for
the Fiscal year ended December 31, 2024. The current fiscal year charge is mainly attributable to a deterioration in collectability ratios,
primarily resulting from increased delays in the collection of receivables from ENARSA.
Operating Income
The operating income from our
oil and gas segment increased by U.S.$22 million (32%) to U.S.$91 million for the Fiscal year ended December 31, 2025 compared to U.S.$69
million for the Fiscal year ended December 31, 2024.
The operating margin in relation
to sales for the Fiscal year ended December 31, 2025, increased to 11% compared to 9% for the Fiscal year ended December 31, 2024.
Financial Results, Net
Financial results, net from our
oil and gas segment amounted to losses of U.S.$ 136 million for the Fiscal year ended December 31, 2025, compared to U.S.$ 105 million
for the Fiscal year ended December 31, 2024, mainly attributable to higher foreign currency exchange losses over the net monetary asset
position in Argentine Pesos.
Income Tax
Our oil and gas segment recorded
an income tax charge of U.S.$10 million for the Fiscal year ended December 31, 2025, compared to an income tax benefit of U.S.$31 million
for the Fiscal year ended December 31, 2024. The variation is mainly related to a non-cash credit on deferred income tax due to inflation
exceeding Peso devaluation for the Fiscal year ended December 31, 2024, while during the current period the inflation and devaluation
variables exhibited the opposite behavior.
Loss of the year
As a result of the foregoing, our oil and gas segment
recorded losses of U.S.$55 million for the Fiscal year ended December 31, 2025, compared to U.S.$5 million for the Fiscal year ended December
31, 2024, both of which were entirely attributable to the owners of the Company.
Generation Segment
Generation (in millions of U.S.$)
For the fiscal year ended
December 31, 2025 December 31, 2024 Variation %
Revenue 792 672 120 18%
Cost of sales (450) (367) (83) 23%
Gross profit 342 305 37 12%
Selling expenses (4) (3) (1) 33%
Administrative expenses (42) (52) 10 (19%)
Other operating income and expenses, net 12 21 (9) (43%)
Share of profit/loss from joint ventures 12 (21) 33 157%
Recovery of impairment of property, plant and equipment 55 - 55 100%
Impairment of financial assets - (46) 46 (100%)
Operating income 375 204 171 84%
Financial income 18 8 10 125%
Financial costs (46) (53) 7 (13%)
Other financial results 168 183 (15) (8%)
Financial results, net 140 138 2 1%
Profit before income tax 515 342 173 51%
Income tax (217) 119 (336) (282%)
Profit of the year 298 461 (163) (35%)
Owners of the Company 297 461 (164) (36%)
Non - controlling interest 1 - 1 100%
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Revenue
Revenue from our generation segment
increased by U.S.$120 million, amounting to U.S.$792 million in the Fiscal year ended December 31, 2025, compared to U.S.$672 million
in the Fiscal year ended December 31, 2024.
This increase is mainly explained
by: (i) higher renewable generation due to the commissioning of PEPE VI at the end of 2024; (ii) increased revenues arising from the recognition
of fuel self-supply; (iii) higher spot prices driven by new remuneration items added towards the end of 2024, together with the implementation,
effective November 1, 2025, of the new spot regime aimed at promoting competition and fuel decentralization (SE Resolution No. 400/25).
These effects were partially offset by forced outage at HINISA as a result of the weather-related event that occurred in January 2025.
Power generation during the Fiscal
year ended December 31, 2025 decreased by 2%, to 16,699 GWh, compared to 17,002 GWh for the Fiscal year ended December 31, 2024, mainly
due to lower hydroelectric generation, partially offset by an increase in wind and thermal generation.
The following table shows net
power generation and sales (in GWh) for our power generation plants:
For the fiscal year ended
December 31, 2025 December 31, 2024
in GWh Net generation Installed capacity (In Mw) Net generation Installed capacity (In Mw)
(In GWh) (In GWh)
Hydroelectric 1,360 938 2,363 938
Wind 1,714 427 1,270 427
Thermal 13,625 4,107 13,369 4,107
Total 16,699 5,472 17,002 5,472
Cost of Sales
Cost of sales increased
by 23% to U.S.$450 million for the Fiscal year ended December 31, 2025, compared to U.S.$367 million for the Fiscal year ended December
31, 2024, mainly explained by higher depreciation of property, plant and equipment, higher maintenance expenses, higher purchases for
fuel self-supply.
Gross Profit
Gross profit from our generation
segment increased by 12%, to U.S.$342 million for the Fiscal year ended December 31, 2025, compared to U.S.$305 million for the Fiscal
year ended December 31, 2024.
The gross margin on sales
decreased to 43% for the Fiscal year ended December 31, 2025, compared to 45% for the same period in 2024.
Selling Expenses
Selling expenses from our
generation segment increased to U.S.$4 million for the Fiscal year ended December 31, 2025, compared to U.S.$3 million for the Fiscal
year ended December 31, 2024.
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Administrative Expenses
Administrative expenses
from our generation segment decreased to U.S.$42 million for the Fiscal year ended December 31, 2025, compared to U.S.$52 million for
the Fiscal year ended December 31, 2024, mainly explained by lower labor costs.
Other Operating Income and Expenses, Net
Other operating income
and expenses, net from our generation segment decreased to a U.S.$12 million gain for the Fiscal year ended December 31, 2025, compared
to a U.S.$21 million gain for the Fiscal year ended December 31, 2024. This variation is primarily attributable to lower overdue interests
with CAMMESA resulting from reduced interest rate and collectability term; partially offset by higher insurance recoveries.
Share of profit (loss) from joint ventures
The share of profit (loss)
from joint ventures in our generation segment amounted to a U.S.$12 million gain for the Fiscal year ended December 31, 2025, compared
to a U.S.$21 million loss for the Fiscal year ended December 31, 2024. This variation is mainly explained by the impairment of property,
plant and equipment recorded by CTB in 2024, and was partially offset by the loss linked to the non-monetary credit for deferred income
tax, driven by the Argentine peso’s devaluation outpacing inflation during 2025.
Recovery of impairment of property, plant
and equipment
Our generation segment
recorded a recovery of impairment of property, plant and equipment of U.S.$ 55 million for the fiscal year ended December 31, 2025 in
CPB, resulting from the updated estimate of the asset’s recoverable value, reflecting the impact of the new spot pricing regime
established by SE Resolution No. 400/25.
Impairment of financial assets
Our generation segment
recorded an impairment of financial assets of U.S.$46 million for the Fiscal year ended December 31, 2024, primarily due to an agreement
entered into with CAMMESA on May 27, 2024, pursuant to which CAMMESA settled certain overdue wholesale electricity payments through (i)
the delivery of sovereign bonds valued at 65.0% of their face amount to settle December 2023 and January 2024 WEM´s transactions
and (ii) a cash payment to settle February 2024 WEM’s transaction. No impairment was recorded for the Fiscal year ended December
31, 2025.
Operating Income
Operating income from our
generation segment increased by U.S.$171 million (84%), to U.S.$375 million for the Fiscal year ended December 31, 2025, compared to U.S.$204
million for the Fiscal year ended December 31, 2024. This variation is mainly attributable to the increase in 2025 gross profit; CPB’s
recovery of impairment of property, plant and equipment, lower labor costs, higher insurance recoveries and higher share of profit from
CTB. These effects were partially offset by the decrease of commercial interest gains in 2025.
The operating margin on
sales for the Fiscal year ended December 31, 2025, increased to 47%, compared to 30% for the Fiscal year ended December 31, 2024.
Financial Results, net
Financial results, net,
amounted to gains of U.S.$140 million for the Fiscal year ended December 31, 2025, compared to U.S.$138 million for the Fiscal year ended
December 31, 2024. This increase is mainly due to higher financial interest gains, lower foreign currency exchange losses over the net
monetary position in Argentine Pesos; partially offset by lower gains from changes in the fair value of financial instruments.
Income Tax
The generation segment
recorded an income tax charge of U.S.$217 million for the Fiscal year ended December 31, 2025, compared to an income tax benefit of U.S.$119
million for the Fiscal year ended December 31, 2024. The variation is mainly related to a non-cash credit for deferred income tax due
to inflation exceeding Peso devaluation for the Fiscal year ended December 31, 2024, while during the current period the inflation and
devaluation variables exhibited the opposite behavior.
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Profit of the year
As a result of the foregoing, the generation segment
recorded profits of U.S.$298 million for the Fiscal year ended December 31, 2025, compared to U.S.$461 million for the Fiscal year ended
December 31, 2024, mostly attributable to the owners of the Company.
Petrochemicals Segment
Petrochemical (in millions of U.S.$)
For the fiscal year ended
December 31, 2025 December 31, 2024 Variation %
Revenue 443 516 (73) (14%)
Cost of sales (429) (487) 58 (12%)
Gross profit 14 29 (15) (52%)
Selling expenses (12) (13) 1 (8%)
Administrative expenses (6) (7) 1 (14%)
Other operating income and expenses, net 10 34 (24) (71%)
Impairment of property, plant and equipment (37) - (37) 100%
Operating income (31) 43 (74) (172%)
Financial income 27 21 6 29%
Financial costs - (3) 3 (100%)
Other financial results 3 7 (4) (57%)
Financial results, net 30 25 5 20%
Profit before income tax (1) 68 (69) (101%)
Income tax 5 4 1 25%
Profit of the year 4 72 (68) (94%)
Owners of the Company 4 72 (68) (94%)
Revenue
Revenue from
our petrochemicals segment amounted to U.S.$443 million for the Fiscal year ended December 31, 2025, 14% lower than the U.S.$516 million
reported for the Fiscal year ended December 31, 2024. This variation is mainly due to lower prices across all products, reflecting the
trend in international reference prices within a more competitive economic context.
Total sold
volumes during the Fiscal year ended December 31, 2025, decreased 2% compared to the Fiscal year ended December 31, 2024. This variation
is mainly explained by lower sale volumes from SBR and styrenics.
The following table shows sales volumes in the petrochemicals
segment during the specified years:
Volume sold in k ton Fiscal year ended
December 31, 2025 December 31, 2024
Reforming Plant 335 336
Styrene & polystyrene 84 88
SBR 41 45
Total 460 469
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Cost of Sales
Cost of sales from our petrochemicals
segment decreased by 12%, to U.S.$429 million for the Fiscal year ended December 31, 2025, compared to U.S.$487 million for the Fiscal
year ended December 31, 2024. This variation resulted from decreased sales volumes and reduced prices for raw materials primarily used
at the reforming plant.
Gross Profit
Our petrochemical segment
recorded a gross profit of U.S.$14 million for the Fiscal year ended December 31, 2025, compared to U.S.$29 million for the same period
in 2024, mainly due to lower polystyrene, SBR and styrene margins, which were partially offset by higher reforming plant margin.
The gross margin on sales
reached 3% for the Fiscal year ended December 31, 2025, compared to 6% for the Fiscal year ended December 31, 2024.
Selling Expenses
Selling expenses from our
petrochemicals segment decreased to U.S.$12 million for the Fiscal year ended December 31, 2025, compared to U.S.$13 million for the Fiscal
year ended December 31, 2024.
Administrative Expenses
Administrative expenses from
our petrochemicals segment decreased to U.S.$6 million for the Fiscal year ended December 31, 2025, compared to U.S.$7 million for the
Fiscal year ended December 31, 2024 mainly due to lower labor costs.
Other operating income and expenses, net
Other operating income and
expenses, net amounted to gains of U.S.$10 million for the Fiscal year ended December 31, 2025, compared to U.S.$34 million for the Fiscal
year ended December 31, 2024. This variation is mainly explained by the higher reversal of the customs contingency provision recorded
in 2024, lower gains driven by the settlement of exports at a differential U.S. dollar exchange rate through the Export Increase Program
and losses from idle capacity in our reforming, SBR, styrene and polystyrene plants.
Impairment of property, plant and equipment
Our petrochemical segment
recorded an impairment of property, plant and equipment of U.S.$37 million for the fiscal year ended December 31, 2025 as a result of
the recoverability assessment performed, considering the identified adverse market conditions due to the sustained decline in petrochemical
product sales prices within a more competitive economic context.
Operating Income
The operating income from
our petrochemicals segment decreased to a loss of U.S.$31 million in the Fiscal year ended December 31, 2025, compared to U.S.$43 million
gain for the Fiscal year ended December 31, 2024.
Financial Results, Net
Our petrochemicals segment
recorded gains for financial results, net of U.S.$30 million for the Fiscal year ended December 31, 2025, compared to U.S.$25 million
for the Fiscal year ended December 31, 2024. This variation is mainly explained by the higher reversal of accrued interests related to
the customs contingency provision recorded in previous periods.
Income Tax
The petrochemicals segment
recorded an income tax benefit of U.S.$5 million for the Fiscal year ended December 31, 2025, compared to U.S.$4 million for the same
period in 2024.
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Profit of the year
The petrochemicals segment recorded profits of
U.S.$4 million for the Fiscal year ended December 31, 2025, compared to U.S.$72 million for the Fiscal year ended December 31, 2024, both
of which were entirely attributable to the owners of the Company.
Holding, Transportation and Others Segment
Holding, transportation and others (in millions of U.S.$)
For the fiscal year ended
December 31, 2025 December 31, 2024 Variation %
Revenue 24 65 (41) (63%)
Cost of sales - (17) 17 (100%)
Gross profit 24 48 (24) (50%)
Selling expenses (2) - (2) 100%
Administrative expenses (61) (98) 37 (38%)
Other operating income and expenses, net (20) (27) 7 (26%)
Share of profit from associates and joint ventures 127 167 (40) (24%)
Profit from sale of companies’ interest - 34 (34) (100%)
Operating income 68 124 (56) (45%)
Financial income - 1 (1) (100%)
Financial costs (49) (33) (16) 48%
Other financial results 94 32 62 194%
Financial results, net 45 - 45 100%
Profit before income tax 113 124 (11) (9%)
Income tax 18 (33) 51 (155%)
Profit of the year 131 91 40 44%
Owners of the Company 131 91 40 44%
Revenue
Revenue from our holding,
transportation and others segment decreased by 63% to U.S.$24 million in the Fiscal year ended December 31, 2025 compared to U.S.$65 million
for the Fiscal year ended December 31, 2024, mainly explained by the consolidation of OCP, which became effective on August 30, 2024 and
included crude oil transportation activity until the concession ended on November 29, 2024.
Cost of Sales
Our holding, transportation
and others segment recorded cost of sales of U.S.$17 million in the Fiscal year ended December 31, 2024, entirely attributable to the
consolidation of OCP, which became effective on August 30, 2024 and included crude oil transportation activity until the concession ended
on November 29, 2024.
Gross Profit
Our holding, transportation
and others segment recorded a gross profit of U.S.$24 million in the Fiscal year ended December 31, 2025 compared to U.S.$48 million for
the fiscal year ended December 31, 2024, mainly due to OCP’s crude oil transportation activity in 2024.
Selling and Administrative Expenses
Selling and administrative
expenses from our holding, transportation and others segment decreased to U.S.$63 million for the Fiscal year ended December 31, 2025,
compared to U.S.$98 million for the Fiscal year ended December 31, 2024, mainly due to lower executive compensation accrual in line with
the share price performance, partially offset by higher fees and compensation for services.
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Other Operating Income and Expenses, Net
Other operating income and
expenses, net from our holding, transportation and others segment recorded losses of U.S.$20 million for the Fiscal year ended December
31, 2025, compared to U.S.$27 million for the Fiscal year ended December 31, 2024. The variation is mainly due to provision for contingencies
charges recorded in 2024.
Share of profit from associates and joint
ventures
Share of profit from associates
and joint ventures from our holding, transportation and others segment amounted to U.S.$127 million for the Fiscal year ended December
31, 2025, compared to U.S.$167 million for the Fiscal year ended December 31, 2024. This variation is explained by lower profit from our
stake in OCP, mainly due to gains recognized in the acquisition of additional shares in OCP’s capital stock in 2024, partially offset
by higher profits from our stakes in CIESA and CITELEC consistent with monthly rate increases received by TGS and Transener in 2025.
Profit from sale of companies’ interest
The profit from sale of companies’
interest from our holding, transportation and others segment amounted to U.S.$34 million for the Fiscal year ended December 31, 2024 due
to the sale of our direct interest in TGS.
Operating Income
Operating income from our
holding, transportation and others segment amounted to a U.S.$68 million profit for the Fiscal year ended December 31, 2025, compared
to U.S.$124 million for the Fiscal year ended December 31, 2024.
Financial Results, Net
Our holding, transportation
and others segment recorded a U.S.$45 million net financial gain for the Fiscal year ended December 31, 2025 due to higher foreign currency
net exchange gains on the liability monetary position in Argentine pesos, partially offset by higher interest expenses on fiscal liabilities.
No net charges were recorded for the Fiscal year ended December 31, 2024.
Income Tax
Our holding, transportation
and others segment recorded an income tax benefit of U.S.$18 million for the Fiscal year ended December 31, 2025, compared to an income
tax charge of U.S.$33 million for the Fiscal year ended December 31, 2024. The variation is mainly related to the tax inflation adjustment
over the net monetary position.
Profit of the year
Our holding, transportation
and others segment recorded profits of U.S.$131 million for the Fiscal year ended December 31, 2025, compared to U.S.$91 million for the
Fiscal year ended December 31, 2024, both of which were entirely attributable to the owners of the Company.
Fiscal year ended December 31, 2024 compared
to the fiscal year ended December 31, 2023
For a discussion of the results
for the fiscal year ended December 31, 2024 compared to the fiscal year ended December 31, 2023, please refer to “Item 5. Operating
and Financial Review and Prospects” of our Annual Report on Form 20-F for the year ended December 31, 2024 filed on April 16, 2025.
Liquidity and Capital Resources
Analysis of our Financial Condition
Our ability to execute and carry
out our strategic business plan depends upon our ability to obtain financing at a reasonable cost and on reasonable terms. Along these
lines, and as a guiding principle, financial solvency is the foundation on which the sustainable development of our businesses is built.
Pursuant to these strategic guidelines, we seek to: (a) Design a capital structure
consistent with industry standards adaptable to the financial markets in which we operate; (b) Maintain a liquidity level—invested
in financial assets with high credit quality—that allows us to meet our obligations; (c) Maintain a debt maturity profile
consistent with projected cash generation; and (d) Efficiently manage borrowing costs.
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Adhering to these guidelines
enables us to treat financial management as a key element in the value creation process.
Our business activities are focused
on the development and value-enhancement of our energy assets, while continuing to identify, evaluate and invest in other opportunities
in the Argentine energy industry that offer significant growth potential and/or synergies.
Total consolidated borrowings
as of December 31, 2025 and 2024 were U.S.$ 1,892 million and U.S.$ 2,079 million, respectively. As of December 31, 2025 and 2024, 100%
and 99% of our borrowings were denominated in U.S. Dollars, respectively.
As of December 31, 2025 and 2024,
cash and cash equivalents were U.S.$725 million and U.S.$ 738 million, respectively. We maintain our cash and cash equivalents in Pesos,
and in U.S. Dollars depending on medium term requirements and availability, at all levels of operations. We conducted financings mostly
at fixed rates.
The table below reflects our cash
position at the dates indicated and the net cash provided by (used in) operating, investing and financing activities during the years
indicated:
As of December 31,
2025 2024
Cash and cash equivalents at the beginning of the year 738 171
Net cash generated by operating activities 778 435
Net cash used in investing activities (401) (344)
Net cash (used in) generated by financing activities (390) 476
Cash and cash equivalents at the end of the year 725 738
Net cash generated by operating activities
Net cash generated by operating
activities amounted to U.S.$778 million for the year ended December 31, 2025, attributable to cash flow generated by net income without
considering (i) non-cash losses (mainly related to U.S.$414 million for depreciation and amortization of assets, U.S.$204 million for
income tax, U.S.$139 million for interest accrual and U.S.$21 million for financial assets impairment), and (ii) non-cash profits (mainly
related to U.S.$181 million for changes in the fair value of financial instruments, U.S.$142 million for share of profit from joint ventures
and associates, U.S.$48 million for net exchange differences and U.S.$15 million for non-financial assets impairment recovery), but considering
(iii) changes in operating assets and liabilities (mainly related to increases of U.S.$100 million in trade and other receivables and
U.S.$69 million in trade and other payables).
Net cash generated by operating
activities amounted to U.S.$435 million for the year ended December 31, 2024, attributable to cash flow generated by net income without
considering (i) non-cash losses (mainly related to U.S.$342 million for depreciation and amortization of assets, U.S.$106 million for
interest accrual, U.S.$61 million for compensation agreements accrual, U.S.$56 million for financial assets impairment, U.S.$34 million
for non-financial assets impairment and U.S.$27 million for defined benefit plans accrual), and (ii) non-cash profits (mainly related
to U.S.$213 million for changes in the fair value of financial instruments, U.S.$146 million for share of profit from joint ventures and
associates, U.S.$121 million for income tax and U.S.$34 million for companies’ interest sales), but considering (iii) changes in
operating assets and liabilities (mainly related to an increase of U.S.$411 million in trade and other receivables).
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Net cash used in investing activities
Net cash used in investing
activities amounted to U.S.$401 million for the year ended December 31, 2025, including payments of U.S.$993 million for purchases of
property, plant and equipment and U.S.$44 million for capital integration in companies; partially offset by U.S.$592 million cash proceeds
for net collection of public securities and shares’ sales and U.S.$25 million for dividends collection.
Net cash used in investing
activities amounted to U.S.$344 million for the year ended December 31, 2024, including payments of U.S.$447 million for purchases of
property, plant and equipment and U.S.$48 million for the acquisition of companies; partially offset by U.S.$71 million cash proceeds
for purchase of subsidiary; U.S.$39 million collection for equity interests in companies’ sales and U.S.$37 million collection for
joint ventures’ share repurchase.
Net cash used in or generated by
financing activities
Net cash used in our financing
activities amounted to U.S.$401 million for the year ended December 31, 2025, principally due to U.S.$1,304 million payments made in connection
with bank and financial borrowings (including principal, interests, repurchase and redemption of corporate bonds); partially offset by
U.S.$986 million proceeds from borrowings.
Net cash generated by our
financing activities amounted to U.S.$476 million for the year ended December 31, 2024, principally due to U.S.$1,174 million in proceeds
from borrowings; partially offset by U.S.$694 million payments made in connection with bank and financial borrowings (including principal,
interests, repurchase and redemption of corporate bonds).
Capital Expenditures
The following table sets
forth our capital expenditures for the years ended December 31, 2025 and 2024:
At December 31,
2025 2024
Oil and Gas 1,039 354
Generation 66 105
Petrochemical 15 6
Holding and others 12 10
1,132 475
Our capital expenditures in our
oil and gas segment amounted to U.S.$1,039 million in 2025, mainly related to the development of the Rincón de Aranda area, through
well drilling and completion, as well as progress in the construction of surface facilities and the permanent treatment plant; and to
a lesser extent, to the Sierra Chata area, through well drilling and completion.
In 2025, our capital expenditures
in our generation segment amounted to U.S.$66 million mainly related to the modernization and replacement of generation equipment extending
assets’ useful lives, ensuring reliability and operational efficiency at CTLL, and CTGEBA.
Our capital expenditures in our
oil and gas segment amounted to U.S.$354 million in 2024, mainly related to well and facility works in order to develop the Rincón
de Aranda area and to increase gas production in the Sierra Chata and El Mangrullo areas.
In 2024, our capital expenditures
in our generation segment amounted to U.S.$105 million mainly related to the completion of the construction of the 140MW in PEPE VI wind
farm, which commercial commissioning was completed in November 2024.
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Future Capital Requirements
We estimate that our capital
investment requirements, debt payment obligations, and working capital will be financed through cash flow from operations, new debt financing,
capital contributions, and potential divestments, as well as the prevailing political, economic, and social situation in Argentina. For
more information, and those factors that could affect our levels of investments see “Item 3. Key Information - Risk Factors.”
In the oil and gas segment,
the 2026 investment plan will focus heavily on our unconventional fields, with significant investments in developing our main crude oil
area in Vaca Muerta, Rincón de Aranda, through the RDA Project. Specifically, we will execute a 2026 investment plan of approximately
U.S.$ 0.8 billion, to that end.
Also, as part of our equity participation
in VMOS and SESA, we will allocate funds in 2026 as capital contributions for the partial financing of the Vaca Muerta Oil Sur Project
and the FLNG Project.
In our generation segment, future
capital investments will focus on maintaining our currently operating power plants.
For further information on our
investment commitments in oil and gas areas and our generation projects, please see Note 18 to our Consolidated Financial Statements.
Description of Indebtedness
Our total consolidated
financial indebtedness as of December 31, 2025 was U.S.$ 1,892 million, of which 97% was long-term debt, 96% of which was denominated
in U.S. Dollars (excluding U.S.$ linked debt for U.S.$ 80 million). The amount of our total consolidated financial debt does not include
Transener, TGS and CTB given that our stake in those companies constitutes an interest in a joint venture, and as such is not consolidated
and is valued according to the equity method of accounting in the Consolidated Financial Statements.
The below is a description
of the main characteristics of the indebtedness of our group companies:
2025 2024
(in millions of U.S.$)
Short-Term Debt
Corporate Bonds 15 584
Financial borrowings 33 122
Bank overdrafts - -
48 706
Long-Term Debt
Corporate Bonds(1) 1,799 1,341
Financial borrowings 45 32
Total 1,844 1,373
Total Indebtedness 1,892 2,079
(1) Net of the following face value repurchases: U.S.$ 76.2 million of Series 9 notes and U.S.$ 7.5 million of Series 3 notes as of December 31, 2024.
Financings
During 2025, we continued
to strengthen our maturity profile, primarily through the following actions: (i) on May 28, 2025, we reopened our 7.875% notes due December
2034 (the “Series 23 notes”) for a total amount of U.S.$ 340 million and an 8% yield, increasing the total amount outstanding
to U.S.$ 700 million; (ii) on August 6, 2025, we issued a new local note (“Series 25 notes”) for a total amount of U.S.$ 105
million at a 7.25% fixed annual interest rate and maturing in August, 2028; and (iii) on November 14, 2025, we issued a 7.75% international
note due in November 2037 for an amount of U.S.$ 450 million (the “Series 26 notes”), and an 8.125% yield, maturing in December
2037.
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Additionally, we repaid
at maturity: (i) the outstanding total amount of our Series 19 notes for Ps. 17,131.3 million; (ii) our Series 16 notes for U.S.$ 56 million;
and (iii) the second amortization of our Series 9 notes for U.S.$ 59 million. Moreover, we redeemed the outstanding total amount of our:
(i) Series 1 notes for U.S.$ 353 million, on January 24, 2025; (ii) Series 18 notes for U.S.$ 63 million, on May 8, 2025, net of repurchases;
(iii) Series 3 notes for U.S.$ 293 million, on June 23, 2025, net of repurchases; (iv) Series 9 notes for U.S.$ 61 million, on December
8, 2025; and (v) Series 20 notes for U.S.$ 36 million, on December 11, 2025, net of repurchases.
Finally, we repaid net
short-term bank loans for a total amount of U.S.$ 53 million and we cancelled net short-term import financings for an amount of U.S.$
2.9 million. We also obtained pre-export financings for U.S.$ 70 million, which were cancelled before the end of the 2025 fiscal year.
After the end of the 2025
fiscal year, we cancelled financings with banks for a net total amount of U.S.$ 23 million and we issued a new local note (“Series
27 notes”) for a total amount of U.S.$ 200 million at a 5.49% fixed annual interest rate and maturing in April, 2029.
The following table describes
our debt maturity profile for the periods indicated, including principal amount plus the corresponding accrued interest as of December
31, 2025:
< 1 year 1-5 years > 5 years Total
(in millions of U.S.$) (1)
Total Indebtedness 48 313 1,531 1,892
(1) The sums are rounded and they may not add up.
Corporate Bonds
Throughout 2025, we remained active
in local and international capital markets by issuing the following notes:
Notes Currency Legislation Face value (in millions) Interest Rate Maturity
Series 231 U.S.$ Foreign 340 7.875% Dec-34
Series 25 U.S.$ Argentine 105 7.250% Ago-28
Series 26 U.S.$ Foreign 450 7.750% Nov-37
(1) On May 28, 2025 we reopened
Series 23 notes for a total amount of U.S.$ 340 million, increasing the total outstanding to U.S.$ 700 million.
Credit Ratings
On February 6, 2025, S&P
Global Ratings upgraded Pampa’s local and foreign currency debt rating from “CCC” to “B-” as a result of
the upgrade in Argentina’s “Transfer and Convertibility” assessment, and later on August 2025, upgraded Pampas rating
Stand-Alone from “b+” to “bb-”.
After the end of 2025, our commercial
relationship with Moody’s expired and was not renewed. Consequently, the company is currently not rated by this agency. In March
2026, Fitch Ratings upgraded Pampa’s Long-Term Foreign and Local Currency Issuer Default Ratings from “B-” to “B”
and has also upgraded Pampa’s senior unsecured notes from “B” to “B+” with a Recovery Rating of “RR3”.
As of the date of this annual
report, Pampa’s ratings are as follows:
Agency Rating
Global Local12)
S&P B-, bb- (stand alone) -
FitchRatings B, B+ (bond rating) AAA (long term) A1+ (short term)
(1) Local ratings issued by FIX SCR (affiliate
of Fitch Ratings).
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Covenants of our Indebtedness
Under the terms of the
respective outstanding debt, we and certain of our subsidiaries are subject to a number of restrictive covenants, including limitations
on incurrence of new indebtedness, capital expenditures and dividend payments, among others. As of December 31, 2025, we and our subsidiaries
were in compliance with the covenants under our respective outstanding indebtedness.