2026 FIRST-HALF FINANCIAL REPORT
CONTENTS
01 MANAGEMENT REPORT
02 CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
- INCOME STATEMENT.......................................................................................................................................................... 19
- STATEMENT OF COMPREHENSIVE INCOME............................................................................................................... 20
- STATEMENT OF FINANCIAL POSITION........................................................................................................................... 21
- STATEMENT OF CHANGES IN EQUITY........................................................................................................................... 23
- STATEMENT OF CASH FLOWS......................................................................................................................................... 25
03 NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
- Note 1 ACCOUNTING STANDARDS AND METHODS.............................................................................................. 28
- Note 2 MAIN CHANGES IN GROUP STRUCTURE AND OTHER HIGHLIGHTS OF THE PERIOD.................. 31
- Note 3 FINANCIAL INDICATORS USED IN FINANCIAL COMMUNICATION........................................................ 35
- Note 4 SEGMENT INFORMATION................................................................................................................................ 40
- Note 5 REVENUES........................................................................................................................................................... 46
- Note 6 NET FINANCIAL INCOME/(LOSS).................................................................................................................... 48
- Note 7 FINANCIAL INSTRUMENTS.............................................................................................................................. 49
- Note 8 RISKS ARISING FROM FINANCIAL INSTRUMENTS................................................................................... 54
- Note 9 PROVISIONS........................................................................................................................................................ 57
- Note 10 RELATED PARTY TRANSACTIONS................................................................................................................ 59
- Note 11 LEGAL AND ANTI-TRUST PROCEEDINGS.................................................................................................... 60
- Note 12 SUBSEQUENT EVENTS..................................................................................................................................... 63
01 MANAGEMENT REPORT
ENGIE H1 2026 Results
Strong financial performance driven by good operational execution
First contribution from UK Power Networks
2026 guidance upgraded
Business highlights
- Solid Renewables & BESS activity, with 59.5 GW of installed capacity at the end of H1 2026 and 6.4 GW under construction
- Strong commercial activity, with 2.4 GW of PPAs signed in H1 2026, twice the level recorded in the first half of last year
- Expansion in power networks, with the award of a tender in Peru covering more than 400 km of power transmission lines
- Contribution from UK Power Networks since May 2026
Financial performance
- EBIT excluding Nuclear of €5.3bn, up 1.2% organically, driven by investments and despite a high comparison basis
- Strong contribution of €304m from the performance plan
- Solid cash generation with CFFO1 at €6.9bn
- Economic net debt up €15.1bn, and economic net debt/EBITDA ratio at 4.2x, with only 2 months of consolidation of UK Power Networks
- FY 2026 guidance upgraded with NRIgs2 now expected between €4.9bn and €5.5bn
Key figures as of 30 June 2026
| In € billion | 30 June 2026 | 30 June 2025 | Δ 2026/25 gross | Δ 2026/25 organic |
|---|---|---|---|---|
| Revenue | 36.7 | 38.1 | -3.6% | -2.9% |
| EBITDA (ex. Nuclear) | 7.7 | 7.4 | +3.8% | +1.6% |
| EBITDA | 7.9 | 8.3 | -4.9% | -6.9% |
| EBIT (ex. Nuclear) | 5.3 | 5.1 | +3.3% | +1.2% |
| Net Recurring Income, Group share | 3.0 | 3.1 | -3.3% | -3.9% |
| Net Income, Group share | 3.3 | 2.9 | +13.7% | |
| Capex3 | 22.9 | 3.5 | N/A | |
| Cash Flow From Operations | 6.9 | 8.4 | -17.7% | |
| Net financial debt | 54.9 | +€16.0bn versus 31 December 2025 | ||
| Economic net debt | 60.3 | +€15.1bn versus 31 December 2025 | ||
| Economic net debt / EBITDA | 4.2 | +1.1x versus 31 December 2025 |
Catherine MacGregor, CEO, said: “ENGIE delivered a very strong first half, once again demonstrating its ability to create value in various market conditions. We continued to execute our growth strategy, driven by our renewables and flexibility businesses as well as power infrastructure.
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N.B. Footnotes are on page 14
2026 guidance upgraded
Given the strong financial performance recorded in the first half of 2026, the Group is raising its 2026 net recurring income Group share guidance to a range now expected to be between €4.9 and €5.5 billion, compared with the previously announced range of €4.6 to €5.2 billion. EBIT excluding nuclear is now expected to be in an indicative range of €9.2 to €10.2 billion, compared with €8.7 to €9.7 billion previously.
Detailed guidance key assumptions can be found in appendix 3.
Further progress in delivering the strategic plan
Renewables & BESS
ENGIE’s total renewable and storage capacity amounted to 59.5 GW at the end of June 2026, up 2.4 GW from the end of 2025. As of 30 June 2026, the projects under construction by ENGIE represented a total capacity of 6.4 GW. The Group also signed 2.4 GW of Power Purchase Agreements (PPAs), twice the level of the first half of 2025. The Group’s project pipeline reached 122 GW at the end of June 2026.
In offshore wind, Ocean Winds, the joint venture 50%-owned by ENGIE, reached a new milestone in France with the installation of the first turbine at the 500 MW Dieppe Le Tréport wind farm. This follows the full commissioning of the 500 MW Îles d’Yeu and Noirmoutier wind farm and the first power generation from the 30 MW Golfe du Lion floating offshore wind pilot project. The Group was also awarded 325 MW of onshore wind projects in the latest tender organised by the French government, including 209 MW relating to the repowering of existing wind farms.
In Belgium, ENGIE also began construction of an 80 MW / 320 MWh battery energy storage system at its Drogenbos site, near Brussels.
In Latin America, ENGIE continued to transform its portfolio in Chile by converting the former Tocopilla thermal power complex into a flexible energy hub. Historically associated with coal-fired power generation, the site now incorporates battery storage solutions, including the 116 MW / 660 MWh Tocopilla BESS.
On 14 July, Engie Brasil Energia (EBE), an ENGIE subsidiary, successfully completed a €1.4 billion capital increase, incorporating the contribution of the Group’s stake in the Jirau hydropower plant. Following this transaction, ENGIE’s stake in Jirau Energia stands at 27.5%.
Gas generation
In the first half of 2026, ENGIE continued to optimise its thermal generation asset portfolio and entered into an agreement to sell its interests in Qatar. Over the same period, despite challenging conditions in the Middle East, the Group’s assets delivered very good operational performance.
A PPA renewal covering two CCGTs in Oman (15 years extension) was also secured in the first half.
In Europe, CCGTs delivered solid operational performance, proving particularly valuable during the June heatwave in a context of a sharp increase in power prices. They played a key role in supporting security of supply by providing flexibility and stepping in as wind generation declined.
Networks
The acquisition of UK Power Networks was completed on 7 May 2026, nearly two months ahead of the initially announced timetable.
In Peru, ENGIE was awarded 4 major power transmission projects under a 30-year concession. These projects include the construction of more than 400 kilometres of new transmission lines and 6 new electrical substations, as well as the extension of 11 existing substations. With these new projects, ENGIE will have nearly 650 kilometres of transmission lines in operation or under development in Peru.
ENGIE had previously been awarded two new 30-year concessions in Brazil during the first quarter, as part of the ANEEL auction, covering 143 kilometres of transmission lines and five synchronous condensers.
These successes illustrate the continued expansion of ENGIE’s power transmission activities, supporting its objective of reaching 10,000 kilometres of transmission lines by 2030.
ENGIE also continued to make progress in biomethane, with annual production capacity connected to ENGIE’s networks in France reaching 15.1 TWh, an increase of 0.6 TWh compared with the end of 2025.
Local Energy Infrastructure
Local Energy Infrastructures recorded particularly strong development in district heating and cooling networks in the first half of 2026.
In France, ENGIE notably won the concessions for the Dunkirk network (155 GWh of heat/year) and the Saran – Orléans Métropole network (102 GWh of heat/year and 63 GWh of cooling/year). The Group also secured the new concessions for the Epinal network and the Vélizy network (95 GWh of heat/year), where ENGIE leverages dedicated geothermal production and recovered heat from a cooling network it operates. In Poland, the Group strengthened its presence through the acquisitions of the Milicz and Karlino district heating networks.
Local Energy Infrastructure now operates 602 district heating and cooling networks and on-site energy plants for industrial sites (+33 since 31/12/25) and continues its momentum in transforming, expanding and greening its assets, with more than 100 projects currently under construction.
Local Energy Infrastructure is also supporting the acceleration of end-use electrification. In mobility, ENGIE Vianeo operates more than 11,000 charging points in France and Belgium, and won one of the main lots under Germany’s DeutschlandNetz for Trucks programme, covering the development of 26 ultra-fast motorway charging stations for electric heavy-duty vehicles.
Supply and Energy Management
In the first half of 2026, ENGIE strengthened its energy supply and management activities with the completion, on 29 May, of the acquisition in Spain of 100% of IGNIS Luz, the energy supply business dedicated to SMEs of integrated energy group IGNIS.
At the beginning of the year, ENGIE and Google also extended their 24/7 carbon-free energy (CFE) partnership through 2030. This agreement now includes battery storage solutions and new renewable PPAs to enhance flexibility and grid stability. It will enable Google’s operations in Germany to operate on nearly 85% carbon-free electricity in 2026.
Data centers
ENGIE continued to expand its data center activities, with a pipeline of projects reaching 7 GW data center load as of 30 June 2026, up 1 GW compared with the end of 2025. This pipeline now includes 4 GW of advanced-stage projects, compared with 0.8 GW at the end of 2025, and 3 GW of early-stage projects. The Group has also contracted close to 1GW of PPA during H1 2026, and now has a total 7 GW of PPAs with technology and data center companies. The Group has already secured 47% of its target of supplying 50 TWh of electricity to the technology and data center segment by 2030.
Capital allocation
Total capex excluding the UK Power Networks acquisition amounted to €3.9bn in the first half of 2026, including €2.6bn of growth capex. Of this amount, 90% was allocated to Renewable & Flex Power and Infrastructure activities.
Growth capex related to the acquisition of UK Power Networks amounted to €19.0bn.
Performance plan
ENGIE maintained its operational excellence momentum in H1 2026 with a contribution of €304m from the performance plan.
Nuclear in Belgium
On 30 April, ENGIE and the Belgian State announced the signing of a letter of intent setting out the framework for exclusive negotiations regarding the potential acquisition by the Belgian State of all of ENGIE’s and Electrabel’s nuclear activities. Intensive work is ongoing with a view to concluding, by 1 October 2026, Heads of terms setting out the key terms and conditions of the transaction, notably the scope of transferred activities and the valuation principles. The Parties acknowledge their intention that the contemplated Transaction should not unduly affect, neither adversely nor positively, the overall financial position of ENGIE and Electrabel.
Successful employee shareholding operation « LINK 2026 »
ENGIE has successfully completed its employee shareholding plan, with a participation rate of 51%, representing more than 39,000 Group employees across nearly 30 countries. The participation rate increased by almost 10 percentage points compared with LINK 2025. Following the transaction and the issuance of 4.3 million new shares, ENGIE employees now hold nearly 4% of the Group’s share capital.
H1 2026 financial review
Revenue at €36.7bn was down -3.6% on a gross basis and -2.9% on an organic basis.
EBITDA at €7.9bn was down -4.9% on a gross basis and -6.9% on an organic basis.
EBITDA (ex. Nuclear) at €7.7bn was up +3.8% on a gross basis and +1.6% on an organic basis.
EBIT (ex. Nuclear) stood at €5.3bn, up +3.3% on a gross basis and +1.2% organically.
Foreign exchange: an overall negative impact of €36m, mainly due to the depreciation of the US dollar in the first quarter.
Scope: a net positive impact of €138m, reflecting the €180m contribution from the acquisition of UK Power Networks partly offset by a negative impact of €42m, mainly related to the sale of a 15.66% stake in Safi (Morocco), as well as the exit of Uch (Pakistan), Bahrein and Kuwait.
French temperatures: the temperature-related impact resulted in a negative year-on-year variation of €65m compared with the first half of 2025 across Networks, B2C and B2B activities in France.
EBIT contribution by activity
| In €m | H1 2026 | H1 2025 | Δ 2026/25 gross | Δ 2026/25 organic |
|---|---|---|---|---|
| Renewable & Flex Power | 1,819 | 1,989 | -8.5% | -5.3% |
| Renewables & BESS | 1,342 | 1,299 | +3.3% | +2.8% |
| Gas generation | 477 | 690 | -30.8% | -22.3% |
| Infrastructures | 2,224 | 1,963 | +13.3% | +4.4% |
| Gas Networks | 1,656 | 1,608 | +3.0% | +2.9% |
| Power Networks | 320 | 114 | +180.5% | +18.6% |
| Local Energy Infrastructures | 248 | 241 | +2.9% | +7.6% |
| Supply & Energy Management | 1,549 | 1,543 | +0.4% | +0.5% |
| B2C | 461 | 273 | +68.9% | +74.1% |
| B2B | 558 | 903 | -38.1% | -39.4% |
| Energy Management | 530 | 368 | +44.1% | +42.7% |
| Others | -329 | -400 | +17.7% | +16.4% |
| EBIT ex. Nuclear | 5,263 | 5,095 | +3.3% | +1.2% |
| Nuclear | 121 | 503 | -75.9% | -75.9% |
| EBIT | 5,384 | 5,598 | -3.8% | -5.9% |
Renewable & Flex Power
| In €m | 30 June 2026 | 30 June 2025 | Δ 2026/25 gross | Δ 2026/25 organic |
|---|---|---|---|---|
| EBITDA | 2,605 | 2,650 | -1.7% | +0.7% |
| EBIT | 1,819 | 1,989 | -8.5% | -5.3% |
| Renewables & BESS | 1,342 | 1,299 | +3.3% | +2.8% |
| Gas generation | 477 | 690 | -30.8% | -22.3% |
Operational KPIs
| Renewable & BESS | 30 June 2026 | 30 June 2025 | Δ 2026/25 gross |
|---|---|---|---|
| Capacity additions (GW at 100 %) | 2.4 | 1.9 | +0.5 |
| Hydro volumes - France (TWh at 100 %) | 8.0 | 8.1 | -0.1 |
| CNR – achieved prices (€/MWh)4 | 74 | 110 | -32.3% |
| Generation | 30 June 2026 | 30 June 2025 | Δ 2026/25 gross |
|---|---|---|---|
| Average captured CSS Europe (€/MWh) | 16.3 | 29.0 | -43.8% |
| Load factor Europe (%) | 24.4 | 23.9 | +50bps |
| Internal unplanned unavailability (%) | 3.6 | 3.7 | -10bps |
EBIT from Renewables & BESS activities increased organically by 2.8%, driven by the contribution of newly commissioned assets and improved operational performance. These positive effects were partly offset by the anticipated decline in captured prices in Europe the impact of which in France was mitigated by the reduction in the hydropower tax.
EBIT from Gas Generation activities declined organically by 22.3%, mainly due to the expected decrease in captured spreads in Europe, an unfavourable comparison basis resulting from positive one-offs recorded in the first half of 2025 and the unplanned outage of a gas pipeline in Peru in March 2026. These effects were partly offset by positive price effects in Chile and the contribution from the Flémalle power plant in Belgium.
Infrastructures
| In €m | 30 June 2026 | 30 June 2025 | Δ 2026/25 gross | Δ 2026/25 organic |
|---|---|---|---|---|
| EBITDA | 3 449 | 3,143 | +9.7% | +2.4% |
| EBIT | 2,224 | 1,963 | +13.3% | +4.4% |
| Gas Networks | 1,656 | 1,608 | +3.0% | +2.9% |
| Power Networks | 320 | 114 | +180.5% | +18.6% |
| Local Energy Infrastructures | 248 | 241 | +2.9% | +7.6% |
Operational KPIs
| Networks | 30 June 2026 | 30 June 2025 | Δ 2026/25 gross |
|---|---|---|---|
| French Gas Networks RAB (€bn) | 31.5 | 31.9 | -0.6 |
| UKPN RAV (€bn) | 11.4 | - | - |
| Power transmission network length (km) vs. Dec. 2025 | 5,915 | 5,892 | +23 |
| LEI | |||
|---|---|---|---|
| EBIT margin | 5.7% | 5.3% | +36bps |
EBIT from Gas Networks increased by 2.9% organically, driven by tariff increases implemented in Europe in 2025 and strong operational performance. These positive effects were partly offset in France by an adverse temperature effect due to warmer weather than last year.
EBIT from Power Networks increased by 18.6% organically, benefiting from tariff indexation mechanisms in Latin America, particularly in Brazil. In addition to this organic growth, the acquisition of UK Power Networks contributed €180m to Power Networks EBIT.
EBIT from Local Energy Infrastructures increased by 7.6% organically with an improvement in margin at 5.7 %. This performance was mainly driven by the development of district heating and cooling networks in France and electric vehicle charging infrastructure, as well as strong operational performance, despite an adverse temperature effect.
Supply and Energy Management
| In €m | 30 June 2026 | 30 June 2025 | Δ 2026/25 gross | Δ 2026/25 organic |
|---|---|---|---|---|
| EBITDA | 1,755 | 1,774 | -1.1% | -0.7% |
| EBIT | 1,549 | 1,543 | +0.4% | +0.5% |
| B2C | 461 | 273 | +68.9% | +74.1% |
| B2B | 558 | 903 | -38.1% | -39.4% |
| Energy Management | 530 | 368 | +44.1% | +42.7% |
EBIT from B2C activities increased by 74.1% organically, compared with the first half of 2025, which was impacted by a negative timing effect. Growth was also driven by effective portfolio management and strong operational performance. These positive effects were partly offset by milder weather than in the first half of 2025 and lower gas volumes, particularly in France.
As expected, EBIT from B2B activities decreased organically by 39.4%, mainly due to less pronounced seasonality effects this year and the gradual normalisation of margins on contracts historically signed in a highly volatile market environment. The decline also reflected an unfavourable comparison basis, as the business benefited from a positive one-off in the first half of 2025. Commercial momentum remained strong, with margin levels in line with expectations.
EBIT from Energy Management increased organically by 42.7% driven by a strong performance in gas activities, supported by favourable market conditions. This strong increase also reflected the positive impact of gas contract renegotiations in the first half of 2026 and a favourable comparison basis, as the first half of 2025 was impacted by a negative one-off related to gas transmission costs in Austria and the Netherlands. It was partly mitigated by more challenging conditions in power markets.
Nuclear
| In €m | 30 June 2026 | 30 June 2025 | Δ 2026/25 gross | Δ 2026/25 organic |
|---|---|---|---|---|
| EBITDA | 181 | 863 | -79.0% | -79.0% |
| EBIT | 121 | 503 | -75.9% | -75.9% |
Operational KPIs
| 30 June 2026 | 30 June 2025 | Δ 2026/25 gross | |
|---|---|---|---|
| Output (BE + FR, ENGIE share, TWh) | 5.6 | 13.8 | -8.2 |
| Availability (Belgium at 100 %) | 51.0% | 81.2% | -31pp |
EBIT from the nuclear activity recorded an organic decline of 75.9%, mainly due to the shutdown of the Doel 1, Tihange 1 and Doel 2 reactors in 2025, as well as the transfer of Tihange 3 and Doel 4 to the joint venture equally owned by ENGIE and the Belgian State. Following exceptional availability in the first quarter, both reactors were shut down from April onwards for upgrade works as part of their lifetime extension. This decrease also reflects lower captured prices in France.
Net recurring income, Group share of €3.0bn
Net income, Group share of €3.3bn
| In €bn | H1 2026 |
|---|---|
| NRIgs | 3.0 |
| Restructuring costs | (0.1) |
| Commodities MtM, net of tax | 0.6 |
| Others | (0.2) |
| NIgs | 3.3 |
Net recurring income group share amounted to €3.0bn in H1 2026 compared to €3.1bn in H1 2025.
Net income group share amounted to €3.3bn, an improvement of €0.4bn compared to H1 2025 mainly due to a positive impact from commodity contracts mark-to-market.
Maintaining a solid balance sheet
Cash Flow From Operations amounted to €6.9bn, down €1.5bn compared to H1 2025, mainly in line with the decrease in EBITDA with nuclear phase-out.
Working Capital Requirements had a positive impact of €0.9bn, representing a year-on-year decrease of €0.8bn compared with the first half of 2025. This development was mainly due to a lower contribution from operational working capital (-€0.5bn) and the adverse impact of gas inventories (-€0.5bn), notably reflecting lower gas withdrawals.
The Group maintained a strong level of liquidity at €20.9bn as at 30 June 2026, including €14.0bn of cash5.
Net financial debt stood at €54.9n, up €16.0bn compared with 31 December 2025. This increase was mainly due to capital expenditure of €22.9bn over the period, including €19.0bn related to the acquisition of UK Power Networks, as well as €3.8bn in dividends paid to ENGIE SA shareholders and non-controlling interests. These effects were partly offset by CFFO of €6.9bn, the €3.0bn capital increase through an accelerated bookbuild (ABB) and the issuance of €2.3bn in hybrid debt.
Economic net debt stood at €60.3bn at 30 June 2026, up €15.1bn compared to end-December 2025.
Economic net debt to EBITDA ratio stood at 4.2x, up 1.1x compared to 31 December 2025 with only two months of consolidation of UK Power Networks, and with a target of no more than 4.0x after taking into account UK Power Networks’ full-year contribution.
S&P: BBB+ / A-2, Stable outlook
Moody’s: Baa1 / P-2, Stable outlook
Fitch: BBB+ / F1, Stable outlook
Related party transactions
The related party transactions are described in Note 20 to the consolidated financial statements for the year ended December 31, 2025. Only significant changes are presented in the Note 10 to the consolidated financial statements as of June 30, 2026.
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APPENDIX 1: CONTRIBUTIVE REVENUE BY ACTIVITY
Revenue at €36.7bn, was down 3.6% on a gross basis and 2.9% on an organic basis.
Contribute revenue by activity, after elimination of intercompany operations:
| In €m | H1 2026 | H1 2025 | Δ 2026/25 gross | Δ 2026/25 organic |
|---|---|---|---|---|
| Renewable & Flex Power | 4,778 | 4,920 | -2.9% | -0.8% |
| Infrastructures | 9,038 | 8,712 | +3.7% | -0.1% |
| Supply & Energy Management | 21,287 | 23,121 | -7.9% | -6.7% |
| Others | 990 | 1,159 | -14.5% | +2.7% |
| Revenue ex. Nuclear | 36,093 | 37,912 | -4.8% | -4.1% |
| Nuclear | 614 | 154 | +298.3% | +298.3% |
| Revenue | 36,707 | 38,066 | -3.6% | -2.9% |
APPENDIX 2: EBIT MATRIX
APPENDIX 3: 2026 GUIDANCE - KEY ASSUMPTIONS & INDICATIONS
- Guidance and indications based on continuing operations
- No change in accounting policies
- No major regulatory or macro-economic changes
- Tax based on current legal texts and additional contingencies
- Full pass through of supply costs in French B2C retail tariffs
- Average temperature in France
- Average hydro, wind, and solar production
- Average forex:
- €/USD: 1.16
- €/BRL: 5.96
- €/GBP: 0.87
- Market commodity prices as of June 30, 2026
- Recurring net financial costs increasing €(2.3)-(2.5)bn
- Recurring effective tax rate (including special tax in France): c.18-22%
- UKPN contribution starting from closing in May 2026
02 CONDENSED INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
INCOME STATEMENT.......................................................................................................................................................... 19
STATEMENT OF COMPREHENSIVE INCOME............................................................................................................... 20
STATEMENT OF FINANCIAL POSITION........................................................................................................................... 21
STATEMENT OF CHANGES IN EQUITY........................................................................................................................... 23
STATEMENT OF CASH FLOWS......................................................................................................................................... 25
INCOME STATEMENT
| In millions of euros | Notes | June 30, 2026 | June 30, 2025 |
|---|---|---|---|
| REVENUES | 4.2 & 5 | 36,707 | 38,066 |
| Purchases and operating derivatives (1) | (24,570) | (25,652) | |
| Personnel costs | (4,598) | (4,462) | |
| Depreciation, amortization and provisions | (1,923) | (2,564) | |
| Taxes | (985) | (1,168) | |
| Other operating income | 849 | 645 | |
| Current operating income including operating MtM | 5,480 | 4,866 | |
| Share in net income of equity method entities | 4.2 | 527 | 516 |
| Current operating income including operating MtM and share in net income of equity method entities | 6,008 | 5,382 | |
| Impairment losses | (14) | (28) | |
| Restructuring costs | (52) | (62) | |
| Changes in scope of consolidation | 2.2 | (242) | 190 |
| Other non-recurring items | (1) | (46) | |
| NET INCOME/(LOSS) FROM OPERATING ACTIVITIES | 5,699 | 5,436 | |
| Financial expenses | (1,694) | (1,759) | |
| Financial income | 1,030 | 752 | |
| NET FINANCIAL INCOME/(LOSS) | 6 | (665) | (1,007) |
| Income tax expense | (1,041) | (1,010) | |
| NET INCOME/(LOSS) | 3,994 | 3,419 | |
| Net income/(loss) Group share | 3,323 | 2,923 | |
| Net income/(loss) of Non-controlling interests | 671 | 497 | |
| BASIC EARNINGS/(LOSS) PER SHARE (IN EUROS) (2) | 1.28 | 1.16 | |
| DILUTED EARNINGS/(LOSS) PER SHARE (IN EUROS) (2) | 1.28 | 1.16 |
(1) Of which a net income of €598 million in first-half 2026 relating to MtM on commodity contracts other than trading instruments (compared to a net expense of €209 million in first-half 2025) notably on some economic electricity and gas hedging positions not documented as cash flow hedges, mainly in Energy Management.
(2) In accordance with IAS 33 – Earnings Per Share, earnings per share and diluted earnings per share are based on net income/(loss) Group share after deduction of payments to holders of deeply-subordinated perpetual notes.
NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in the totals.
STATEMENT OF COMPREHENSIVE INCOME
| In millions of euros | Notes | June 30, 2026 | June 30, 2025 |
|---|---|---|---|
| NET INCOME/(LOSS) | 3,994 | 3,419 | |
| Debt instruments | 7 | (24) | (10) |
| Net investment hedges | 8 | (168) | 620 |
| Cash flow hedges (excl. commodity instruments) | 8 | (213) | 193 |
| Commodity cash flow hedges (1) | 8 | 2,503 | (1,400) |
| Deferred tax on recyclable or recycled items | (518) | 150 | |
| Share of equity method entities in recyclable items, net of tax | 44 | 56 | |
| Translation adjustments | 920 | (2,172) | |
| TOTAL RECYCLABLE ITEMS | 2,544 | (2,564) | |
| Equity instruments | 7 | 190 | 16 |
| Revaluation of the net liability (asset) of defined benefit plans | (146) | 243 | |
| Deferred tax on non-recyclable items | (2) | (91) | |
| Share of equity method entities in actuarial gains and losses, net of tax | ‑ | ‑ | |
| TOTAL NON-RECYCLABLE ITEMS | 42 | 168 | |
| TOTAL RECYCLABLE ITEMS AND NON-RECYCLABLE ITEMS | 2,586 | (2,395) | |
| TOTAL COMPREHENSIVE INCOME/(LOSS) | 6,580 | 1,024 | |
| Of which owners of the parent | 5,751 | 930 | |
| Of which non-controlling interests | 829 | 94 |
(1) The increase in market prices of commodities during the first half of 2026, particularly gas, led to significant changes in the fair value of financial instruments, notably hedging instruments related to our gas supply activities in Europe, thereby impacting other comprehensive income. Unrealized gains and losses relating to the effective portion of the hedges are recycled to operating income at the same time as the hedged transactions to which they relate.
NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in the totals.
STATEMENT OF FINANCIAL POSITION
ASSETS
| In millions of euros | Notes | June 30, 2026 | Dec. 31, 2025 |
|---|---|---|---|
| Non-current assets | |||
| Goodwill (1) | 0 | 20,893 | 13,110 |
| Intangible assets, net (1) | 0 | 9,249 | 7,919 |
| Property, plant and equipment, net (1) | 0 | 78,789 | 65,499 |
| Other financial assets | 0 | 11,913 | 10,208 |
| Derivative instruments | 7 | 5,320 | 5,347 |
| Assets from contracts with customers | 5 | 5 | 16 |
| Investments in equity method entities | 0 | 8,016 | 7,192 |
| Other non-current assets | 0 | 1,623 | 890 |
| Deferred tax assets | 0 | 1,126 | 673 |
| TOTAL NON-CURRENT ASSETS | 136,935 | 110,855 | |
| Current assets | |||
| Other financial assets | 0 | 2,471 | 2,581 |
| Derivative instruments | 7 | 7,057 | 6,120 |
| Trade and other receivables, net | 5 | 16,263 | 13,573 |
| Assets from contracts with customers | 5 | 7,832 | 8,006 |
| Inventories | 0 | 3,290 | 2,852 |
| Other current assets | 0 | 8,765 | 10,368 |
| Cash and cash equivalents | 0 | 13,537 | 14,507 |
| Assets classified as held for sale | 125 | 388 | |
| TOTAL CURRENT ASSETS | 59,340 | 58,394 | |
| TOTAL ASSETS | 196,275 | 169,249 | |
(1) The significant increase in these balance sheet items is mainly attributable to the acquisition of UK Power Networks Holdings Limited and its subsidiaries (UKPN) on May 7, 2026 (see Note 2.1 “Main Changes in Group structure”).
NB:The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in the totals.
EQUITY AND LIABILITIES
| In millions of euros | Notes | June 30, 2026 | Dec. 31, 2025 |
|---|---|---|---|
| Shareholders' equity | 40,231 | 32,951 | |
| Non-controlling interests | 0 | 8,567 | 7,879 |
| TOTAL EQUITY (2) | 0 | 48,798 | 40,830 |
| Non-current liabilities | |||
| Provisions | 9 | 15,730 | 15,020 |
| Long-term borrowings (1) | 7 | 55,188 | 43,235 |
| Derivative instruments | 7 | 5,843 | 7,083 |
| Other financial liabilities | 7 | 88 | 87 |
| Liabilities from contracts with customers | 7 | 508 | 451 |
| Other non-current liabilities | 0 | 2,130 | 2,631 |
| Deferred tax liabilities | 0 | 8,596 | 6,083 |
| TOTAL NON-CURRENT LIABILITIES | 88,083 | 74,590 | |
| Current liabilities | |||
| Provisions | 9 | 2,520 | 2,948 |
| Short-term borrowings (1) | 7 | 14,237 | 11,333 |
| Derivative instruments | 7 | 6,947 | 4,917 |
| Trade and other payables | 7 | 18,546 | 17,226 |
| Liabilities from contracts with customers | 7 | 3,994 | 3,606 |
| Other current liabilities | 0 | 12,918 | 13,489 |
| Liabilities directly associated with assets classified as held for sale | 231 | 310 | |
| TOTAL CURRENT LIABILITIES | 59,394 | 53,830 | |
| TOTAL EQUITY AND LIABILITIES | 196,275 | 169,249 | |
(1) The significant increase in these balance sheet items is mainly attributable to the acquisition of UK Power Networks Holdings Limited and its subsidiaries (UKPN) on May 7, 2026 (see Note 2.1 “Main Changes in Group structure”).
(2) See “Statement of changes in Equity”
NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in the totals.
STATEMENT OF CHANGES IN EQUITY
| In millions of euros | Share capital | Additional paid-in capital | Consolidated reserves | Deeply-subordinated perpetual notes | Changes in fair value and other | Translation adjustments | Treasury stock | Shareholders' equity | Non-controlling interests | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| EQUITY AT DECEMBER 31, 2024 | 2,435 | 21,025 | 8,937 | 4,038 | (200) | (1,557) | (122) | 34,556 | 6,902 | 41,458 |
| Net income/(loss) | ‑ | ‑ | 2,923 | ‑ | ‑ | ‑ | ‑ | 2,923 | 497 | 3,419 |
| Other comprehensive income/(loss) (1) | ‑ | ‑ | 160 | ‑ | (370) | (1,783) | ‑ | (1,993) | (403) | (2,395) |
| TOTAL COMPREHENSIVE INCOME/(LOSS) | ‑ | ‑ | 3,082 | ‑ | (370) | (1,783) | ‑ | 930 | 94 | 1,024 |
| Share-based payment | ‑ | ‑ | 78 | ‑ | ‑ | ‑ | ‑ | 78 | ‑ | 78 |
| Dividends paid in cash (2) | ‑ | ‑ | (3,634) | ‑ | ‑ | ‑ | ‑ | (3,634) | (506) | (4,140) |
| Purchase/disposal of treasury stock | ‑ | ‑ | (52) | ‑ | ‑ | ‑ | (4) | (55) | ‑ | (55) |
| Operations on deeply-subordinated perpetual notes (3) | ‑ | ‑ | (101) | (648) | ‑ | ‑ | ‑ | (749) | ‑ | (749) |
| Transactions between owners (4) | ‑ | ‑ | (205) | ‑ | ‑ | ‑ | ‑ | (205) | 904 | 699 |
| Transactions with an impact on non-controlling interests | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ |
| Share capital increases and decreases | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | 2 | 2 | ‑ |
| Other changes | ‑ | ‑ | 3 | ‑ | ‑ | ‑ | ‑ | 3 | 2 | 5 |
| EQUITY AT JUNE 30, 2025 | 2,435 | 21,025 | 8,110 | 3,390 | (570) | (3,340) | (126) | 30,924 | 7,397 | 38,322 |
(1) Translation adjustments for the period mainly relate to the US dollar.
(2) On April 24, 2025, the Shareholders’ Meeting approved the payment of a €1.48 dividend per share for 2024. In accordance with Article 26.2 of the bylaws, a 10% bonus loyalty dividend of €0.148 per share was awarded to shares registered for at least two years on December 31, 2024 and that remained registered in the name of the same shareholder until the dividend payment date. The loyalty dividend is capped at 0.5% of the share capital for each eligible shareholder. On April 29, 2025, the Group settled the dividend of €1.48 per share with rights to ordinary dividends in cash (total of €3,597 million), as well as the dividend for shares eligible for the loyalty bonus (for a total of €38 million).
(3) On February 28, 2025, ENGIE SA redeemed a deeply-subordinated perpetual note (PERP NC 02/2025, coupon 3.25%, ISIN code: FR0013398229) for €454,5 million on the first option date.
On June 6, 2025, ENGIE SA notified the exercise of the annual option to redeem the balance of a deeply-subordinated perpetual note (PERP NC 07/2025, coupon 1.625%, ISIN: FR0013431244) for an amount of €193 million (i.e. a total amount of €196 million including accrued interest), previously included in equity and reclassified as debt. The debt was repaid on July 8, 2025.
In accordance with IAS 32 – Financial Instruments - Presentation, and given their characteristics, these instruments are recognized in equity in the Group's consolidated financial statements.
On June 30, 2025, the Group paid out €108 million to the holders of these securities, net of €7 million received in early redemption indemnities. The outstanding nominal value was €3,390 million, compared with €4,038 million at December 31, 2024.
(4) In March 2025, ENGIE North America completed the sale with Ares Management Infrastructure Opportunities (Ares) fund of a minority stake (49%) in a 0.9 GW portfolio of storage and renewable energy assets in the United States (Aspen). This transaction reduced the Group's net financial debt by €0.4 billion.
In May 2025, ENGIE North America completed the sale with CBRE Investment Management (CBRE IM) of a 49.5% minority stake in a 2.4 GW portfolio of battery storage assets in Texas and California (Vulcan & Cascade). This transaction reduced the Group's net financial debt by €0.3 billion. A second tranche, for assets still to be sold, will be paid by ARES in the second half of 2025.
These two transactions, which involve a sale without loss of control, are accounted for as transactions between equity owners, with no impact on the income statement.
NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in the totals.
| In millions of euros | Share capital | Additional paid-in capital | Consolidated reserves | Deeply-subordinated perpetual notes | Changes in fair value and other | Translation adjustments | Treasury stock | Shareholders' equity | Non-controlling interests | Total |
|---|---|---|---|---|---|---|---|---|---|---|
| EQUITY AT DECEMBER 31, 2025 | 2,435 | 21,019 | 9,455 | 4,390 | (926) | (3,375) | (48) | 32,951 | 7,879 | 40,830 |
| Net income/(loss) | ‑ | ‑ | 3,323 | ‑ | ‑ | ‑ | ‑ | 3,323 | 671 | 3,994 |
| Other comprehensive income/(loss) | ‑ | ‑ | 53 | ‑ | 1,624 | 751 | ‑ | 2,428 | 158 | 2,586 |
| TOTAL COMPREHENSIVE INCOME/(LOSS) | ‑ | ‑ | 3,376 | ‑ | 1,624 | 751 | ‑ | 5,751 | 829 | 6,580 |
| Share-based payment | ‑ | ‑ | 66 | ‑ | ‑ | ‑ | ‑ | 66 | ‑ | 66 |
| Dividends paid in cash (1) | ‑ | (852) | (2,615) | ‑ | ‑ | ‑ | ‑ | (3,466) | (472) | (3,938) |
| Purchase/disposal of treasury stock | ‑ | ‑ | (65) | ‑ | ‑ | ‑ | (110) | (175) | ‑ | (175) |
| Operations on deeply-subordinated perpetual notes (3) | ‑ | ‑ | (123) | 2,303 | ‑ | ‑ | ‑ | 2,180 | ‑ | 2,180 |
| Transactions between owners | ‑ | ‑ | (53) | ‑ | ‑ | ‑ | ‑ | (53) | 330 | 278 |
| Transactions with an impact on non-controlling interests | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | (12) | (12) |
| Share capital increases and decreases | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | ‑ | 10 | 10 |
| Other changes (2) | 107 | 2,870 | 1 | ‑ | ‑ | ‑ | ‑ | 2,978 | 2 | 2,980 |
| EQUITY AT JUNE 30, 2026 | 2,542 | 23,037 | 10,043 | 6,693 | 698 | (2,624) | (158) | 40,231 | 8,567 | 48,798 |
(1) On April 29, 2026, the Shareholders’ Meeting approved the payment of a €1.35 dividend per share for 2025. In accordance with Article 26.2 of the bylaws, a 10% bonus loyalty dividend of €0.135 per share was awarded to shares registered for at least two years at December 31, 2025 and that remained registered in the name of the same shareholder until the dividend payment date. The loyalty dividend is capped at 0.5% of the share capital for each eligible shareholder. On May 05, 2026, the Group settled the dividend of €1.35 per share with rights to ordinary dividends in cash (total of €3,430 million), as well as the dividend for shares eligible for the loyalty bonus (for a total of €36 million).
(2) ENGIE SA carried out a capital increase without pre-emptive rights of €2,977 million, net of costs of €23 million, to partially finance the acquisition of UK Power Networks (see Note 2 “Main changes in Group structure and other highlights of the period”).
(3) On April 16, 2026, ENGIE SA completed an issuance of perpetual green deeply subordinated notes for a total amount of €2.1 billion, comprising: €1,000 million with a 4.4% coupon and a first call date in July 2031 (ISIN: FR0014016Z94); €600 million with a 4.8% coupon and a first call date in April 2034 (ISIN: FR0014016ZA7); £400 million with a 6.1% coupon and a first call date in April 2032 (ISIN: FR0014016ZB5);on June 24, 2026, 400 million Australian Dollar with a 6.5% coupon and a first call date in June 2032 (ISIN : AU3CB0336576).
In accordance with IAS 32 – Financial Instruments: Presentation, and considering their specific features, these instruments are classified as equity in the Group’s consolidated financial statements.
On June 30, 2026, the outstanding nominal amount of perpetual deeply subordinated notes totaled €6,693 million, compared with €4,390 million at December 31, 2025.
NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in the totals.
STATEMENT OF CASH FLOWS
| In millions of euros | Notes | June 30, 2026 | June 30, 2025 |
|---|---|---|---|
| NET INCOME/(LOSS) | 3,994 | 3,419 | |
| - Share in net income/(loss) of equity method entities | (527) | (516) | |
| + Dividends received from equity method entities | 330 | 625 | |
| - Net depreciation, amortization, impairment and provisions | 1,887 | 2,267 | |
| - Impact of changes in scope of consolidation and other non-recurring items | 204 | (145) | |
| - Mark-to-market on commodity contracts other than trading instruments | (668) | (48) | |
| - Other items with no cash impact | (290) | (165) | |
| - Income tax expense | 1,041 | 1,010 | |
| - Net financial income/(loss) | 6 | 665 | 1,007 |
| Cash generated from operations before income tax and working capital requirements | 6,635 | 7,454 | |
| + Tax paid | (414) | (423) | |
| Change in working capital requirements (1) | 913 | (10,505) | |
| CASH FLOW FROM (USED IN) OPERATING ACTIVITIES | 7,133 | (3,475) | |
| Acquisitions of property, plant and equipment and intangible assets | (3,145) | (3,432) | |
| Acquisitions of controlling interests in entities, net of cash and cash equivalents acquired | 2 & 7 | (11,987) | (221) |
| Acquisitions of investments in equity method entities and joint operations | 2 & 7 | (309) | (182) |
| Acquisitions of equity and debt instruments | 7 | (582) | (843) |
| Disposals of property, plant and equipment, and intangible assets | 37 | 51 | |
| Loss of controlling interests in entities, net of cash and cash equivalents sold | 2 & 7 | (114) | 102 |
| Disposals of investments in equity method entities and joint operations | 2 & 7 | 19 | 441 |
| Disposals of equity and debt instruments | 11 | 3 | |
| Interest received on financial assets | 138 | 215 | |
| Dividends received on equity instruments | 2 | (5) | |
| Change in loans and receivables originated by the Group and other (1) | (58) | 8,964 | |
| CASH FLOW FROM (USED IN) INVESTING ACTIVITIES | (15,987) | 5,093 | |
| Dividends paid (2) | (3,833) | (3,984) | |
| Repayment of borrowings and debt | (3,468) | (1,418) | |
| Change in financial assets held for investment and financing purposes | 31 | 254 | |
| Interest paid | (830) | (663) | |
| Interest received on cash and cash equivalents | 222 | 256 | |
| Cash flow on derivatives qualifying as net investment hedges and compensation payments on derivatives and on early buyback of borrowings | (42) | 57 | |
| Increase in borrowings | 10,249 | 2,294 | |
| Increase/decrease in capital | 5,281 | (438) | |
| Purchase and/or sale of treasury stock | (175) | (55) | |
| Changes in ownership interests in controlled entities | 262 | 609 | |
| CASH FLOW (USED IN) FINANCING ACTIVITIES | 7,695 | (3,088) | |
| Effects of changes in exchange rates and other | 189 | (462) | |
| TOTAL CASH FLOW FOR THE PERIOD | (970) | (1,932) | |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 14,507 | 16,928 | |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | 13,537 | 14,996 |
(1) Changes in 2025 in these two items include the effects of monetizing part of the financial assets set aside to cover nuclear provisions (“Change in loans and receivables originated by the Group and other”) in order to settle the payment of the first installment of the nuclear liability (“Change in working capital requirements) (see Note 9).
(2) In addition to the dividend payment approved in April by the ENGIE SA Annual General Meeting (see “Statement of changes in equity”), the line “Dividends paid” also includes the coupons paid to owners of deeply-subordinated perpetual notes for an amount of €112 million in first-half 2026 (€106 million in first-half 2025).
NB: The amounts shown in the tables are expressed in millions of euros. In certain cases, rounding may cause non-material discrepancies in the totals.
03 NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 ACCOUNTING STANDARDS AND METHODS
INFORMATION ON THE ENGIE GROUP
ENGIE SA, the parent company of the Group, is a French société anonyme with a Board of Directors and is subject to the provisions of Book II of the French Commercial Code (Code de Commerce), as well as to all other provisions of French law applicable to French commercial companies. It was incorporated on November 20, 2004 for a period of 99 years. It is governed by current and future laws and by regulations applicable to sociétés anonymes and its bylaws.
The Group is headquartered at 67, rue Jules Ferry, 92250 La Garenne-Colombes (France).
ENGIE shares are listed on the Paris, Brussels and Luxembourg stock exchanges.
On July 30, 2026, the Group’s Board of Directors approved and authorized for issue the interim condensed consolidated financial statements of the Group and its subsidiaries for the six months ended June 30, 2026.
NOTE 1 ACCOUNTING STANDARDS AND METHODS
1.1 Accounting standards
In accordance with the European Regulation on international accounting standards dated July 19, 2002, the Group’s annual consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) as published by the International Accounting Standards Board (IASB) and endorsed by the European Union(1). The Group’s interim condensed consolidated financial statements for the six months ended June 30, 2026 were prepared in accordance with the provisions of IAS 34 – Interim Financial Reporting, which allows entities to present selected explanatory notes. These do not therefore incorporate all of the notes and disclosures required by IFRS for the annual consolidated financial statements, and accordingly must be read in conjunction with the consolidated financial statements for the year ended December 31, 2025, subject to specific provisions relating to the preparation of interim condensed consolidated financial statements as described hereafter (see Note 1.3).
The accounting principles used to prepare the Group’s interim condensed consolidated financial statements are consistent with those used to prepare the consolidated financial statements for the year ended December 31, 2025, apart from the following developments in IFRS presented below.
1.1.1 IFRS standards, amendments or IFRIC interpretations applicable in 2026
- Amendments to IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures – Amendments to the Classification and Measurement of Financial Instruments.
- Amendments to IFRS 9 – Financial Instruments; and IFRS 7 – Financial Instruments: Disclosures – Contracts Referencing Nature-dependent Electricity.
- Annual Improvements to IFRS Accounting Standards – Volume 11.
These amendments and improvements have no material impact on the Group’s consolidated financial statements.
1.1.2 IFRS standards, amendments or IFRIC interpretations applicable after 2026, that the Group has elected not to early adopt
- IFRS 18 – Presentation and Disclosure in Financial Statements.
- IFRS 19 – Subsidiaries without Public Accountability: Disclosures (1).
- Amendments to IAS 21 – The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary Presentation Currency (1).
- IFRS 20 – Regulatory Assets and Regulatory Liabilities (1).
- Amendments to IAS 28 – Investments in Associates and Joint Ventures: Fair Value Option (1).
The impact of these amendments and standards is currently being assessed. At this stage, no major change in the presentation of the Group’s financial statements is anticipated as a result of the first-time application of IFRS 18. In addition, following the publication of IFRS 20 – Regulatory Assets and Regulatory Liabilities – on May 27, 2026, the Group has officially launched the working groups dedicated to the implementation of this new standard, which is currently expected to apply from 1 January 2029 subject to its endorsement by the European Union.
1.2 Use of estimates and judgment
1.2.1 Estimates
The preparation of consolidated financial statements requires the use of estimates and assumptions to determine the value of assets and liabilities and contingent assets and liabilities at the reporting date, as well as income and expenses reported during the period.
Due to uncertainties inherent in the estimation process, the Group regularly revises its estimates in light of currently available information. Final outcomes could differ from those estimates.
Accounting estimates are prepared in an environment that is sensitive to developments in energy markets and their regulatory frameworks. During the first half of 2026, the crisis in the Middle East contributed to economic and financial uncertainty and to heightened volatility in commodity markets. In this context, the Group activated its enhanced risk monitoring framework, particularly with respect to the valuation of financial instruments and the assessment of counterparty and liquidity risks.
The key estimates used in preparing the Group’s consolidated financial statements for the six months ended June 30, 2026 mainly relate to:
- measurement of the fair value of the main items of the opening balance sheet of UKPN and its subsidiaries, acquired on May 7, 2026, as part of their initial consolidation and the purchase price allocation exercise (see Note 2 “Main changes in Group structure and other business highlights of the period”);
- measurement of the recoverable amounts of goodwill, property, plant and equipment and intangible assets;
- measurement of the fair value of financial assets and liabilities and consideration of uncertainties in the key assumptions used, notably the update of the main valuation parameters for commodity derivatives (see Note 7 “Financial instruments” and Note 8 “Risks arising from financial instruments”);
- measurement of provisions, and particularly provisions for the dismantling of gas facilities in France facilities (see Note 9.3 “Dismantling of non-nuclear facilities”);
- measurement of unmetered revenues (energy in the meter) in a context of fluctuating commodity prices (see Note 5 “Revenues”);
- measurement of recognized tax loss carry-forwards, taking into account, where applicable, taxable income revisions and projections.
1.2.2 Judgment
As well as relying on estimates, Group management also makes judgments to define the appropriate accounting policies to apply to certain activities and transactions, particularly when the IFRS Standards and IFRIC Interpretations in force do not specifically deal with the related accounting issues.
In particular, the Group exercised its judgment in:
- assessing the type of control;
- identifying the performance obligations of sales contracts;
- determining how revenues are recognized for distribution or transmission services invoiced to customers;
- identifying own use contracts as defined by IFRS 9 within non-financial purchase and sales contracts (electricity, gas, etc.);
- identifying the agreements that contain lease contracts;
- identifying offsetting arrangements that meet the criteria set out in IAS 32 – Financial Instruments: Presentation (see Note 7 “Financial instruments”).
1.3 Specificities of interim financial reporting
1.3.1 Seasonality of operations
The Group’s operations are intrinsically subject to seasonal fluctuations, but key performance indicators and operating income are influenced even more by changes in climatic conditions than by seasonality. Consequently, the interim results for the six months ended June 30, 2026 are not necessarily indicative of those that may be expected for full-year 2026.
1.3.2 Income tax expense
Current and deferred income tax expense for interim periods is calculated at the level of each tax entity by applying the average estimated annual effective tax rate for the current year to the taxable income for the interim period, with the exception of significant exceptional items. Significant exceptional items, if any, are recognized using their specific applicable taxation.
1.3.3 Pension benefit obligations
Pension costs for interim periods are calculated on the basis of the actuarial valuations performed at the end of the prior year. If necessary, these valuations are adjusted to take account of curtailments, settlements or other major non-recurring events that have occurred during the period. Furthermore, amounts recognized in the statement of financial position in respect of defined benefit plans are adjusted, if necessary, in order to reflect material changes impacting the yield on investment-grade corporate bonds in the geographic area concerned (benchmark used to determine the discount rate) and the value and actual return on plan assets.
NOTE 2 MAIN CHANGES IN GROUP STRUCTURE AND OTHER HIGHLIGHTS OF THE PERIOD
2.1 Main changes in Group structure
2.1.1 Acquisition of UK Power Networks
Transaction Description
The acquisition of UK Power Networks Holdings ("UKPN") by ENGIE, announced on February 25, 2026, was completed on May 7, 2026.
UKPN operates three electricity distribution networks in London, the East and South East of England, serving more than 8 million homes and businesses through its licensed entities: London Power Networks, Eastern Power Networks and South Eastern Power Networks. These activities are regulated by the Office of Gas and Electricity Markets ("Ofgem"), which establishes the tariff framework determining allowed revenues and implements performance-based incentive mechanisms (including reliability, quality of service, environmental targets and efficiency). In addition to allowed revenues, these entities also earn revenues from the connection of new customers to the network.
In addition, UK Power Networks Services comprises UKPN Group’s non-regulated activities, which include managing private energy networks and delivering electrical infrastructure projects for third-party customers. Operating outside Ofgem’s regulatory framework, this business serves a diversified portfolio of public and private sector customers, including major transport and infrastructure operators.
The main milestones of the transaction were as follows:
- February 25, 2026: ENGIE entered into a Share Purchase Agreement with UKPN's shareholders to acquire 100% of UKPN’s share capital.
- May 7, 2026: ENGIE completed the acquisition of UKPN following satisfaction of all conditions precedent, including receipt of the required regulatory and competition approvals, as well as approval of the transaction by UKPN's shareholders.
The transaction took the form of ENGIE's acquisition of the 610,000,000 ordinary shares representing UKPN's share capital for a total consideration of €12.2 billion (£10.6 billion), including a shareholder loan of €0.9 billion (£0.8 billion). The consideration was paid entirely in cash at completion, with no contingent or deferred consideration component. The transaction resulted in an increase in the Group's net financial debt of €19 billion, including €7 billion of financial debt assumed from UKPN.
The transaction was partly financed through the issuance of hybrid debt instruments amounting to €2.3 billion and through a capital increase of approximately €3 billion by way of the issuance of 107 million new shares (representing 4.4% of the share capital) at a price of €28 per share. The transaction was carried out without preferential subscription rights for existing shareholders and was reserved for qualified investors (see Note 3.7 “Financial debt” and Note 4.2 “Growth Capex”).
Following completion of the transaction, ENGIE holds 100% of UKPN's voting rights and controls UKPN.
This acquisition strategically rebalances ENGIE's portfolio towards electricity networks, strengthening its position in regulated infrastructure and supporting its strategy of expanding in low-risk, asset-intensive energy networks, with the United Kingdom becoming one of the Group's key markets.
Fair values determined on a provisional basis
The following table presents the amounts recognized for the assets acquired and liabilities assumed at the acquisition date:
The main items measured at fair value include:
- Ofgem licences amounting to €1.3 billion: these represent the right to operate and invest in electricity distribution networks within defined geographic monopoly areas. The licences are granted for an indefinite period and may be revoked by the regulator only in limited circumstances and subject to a 25-year notice period. Accordingly, they are considered to have an indefinite useful life.
- Regulated property, plant and equipment amounting to €11.3 billion: measured using an approach combining a discounted cash flow methodology based on future cash flows from regulated activities, with a market approach based on observable transaction multiples in the UK regulated sector. This resulted in the assets being recognized at their regulated value in the opening balance sheet. The €7.1 billion adjustment includes i/ the derecognition of network connection assets amounting to €4.5 billion (as these assets are fully pre-funded by customers, no future cash flows are expected), as well as ii/ the alignment of the carrying amounts of regulated assets with the values retained by Ofgem, in a regulatory environment historically characterized by depreciation periods shorter than those used in UKPN’s accounts.
• Other non-current liabilities comprising amounts charged to customers in respect of network connections derecognized in the opening balance sheet: as the residual obligation measured at fair value is considered to be nil, the resulting adjustment is a €4.5 billion decrease in liabilities.
• Financial debt amounting to €7 billion.
• Contingent liabilities amounting to €0.2 billion, mainly relating to tax risks, litigation and other identified risks.
Identifiable net assets measured at fair value before goodwill amount to €4.6 billion, resulting in the recognition of residual goodwill of €7.7 billion based on the acquisition price of €12.2 billion.
Goodwill mainly reflects expected future operating performance, anticipated growth in the regulated asset base, and the value of the management team's expertise.
The purchase price allocation is provisional and may be adjusted during the measurement period, in accordance with IFRS 3 – Business Combinations.
Acquisition-related costs, consisting mainly of advisory, legal, tax and valuation fees, amount to €0.1 billion. Most of these costs were recognized in the first half of 2026 under “Scope effects” in the income statement.
Since the acquisition date, UKPN has contributed €0.4 billion to the Group’s revenues and €0.1 billion to its net income. Had the acquisition been completed on January 1, 2026, its contribution to consolidated revenues and net income would have been approximately €1.2 billion and €0.25 billion, respectively, excluding the financing of the acquisition.
The acquisition of UKPN and its subsidiaries increases the Group's exposure to sterling (see Note 7 "Financial instruments").
2.2 Other highlights of the period
2.2.1 Signature of a Letter of Intent between the Belgian State and ENGIE for exclusive negotiations regarding the potential acquisition of ENGIE’s nuclear activities in Belgium
On April 30, 2026, the Belgian State and the ENGIE Group announced the signing of a Letter of Intent setting out the framework for exclusive negotiations regarding the potential acquisition by the Belgian State of the entirety of ENGIE's nuclear activities (the "Transaction").
The contemplated Transaction encompasses the full scope of the nuclear activities currently owned and operated by the Group, including the complete nuclear fleet of seven reactors, the associated personnel, all nuclear subsidiaries, as well as all associated assets and liabilities, including decommissioning and dismantling obligations.
This initiative reflects the Belgian Government’s strategic decision to assume direct ownership of the country's nuclear assets, in line with its ambition to extend the operation of existing nuclear reactors and to develop new nuclear capacity in Belgium.
Under the terms of the Letter of Intent, the Belgian State will conduct a comprehensive due diligence review of the nuclear activities. The Parties will negotiate in good faith with the objective of concluding heads of terms by 1 October 2026, setting out the principal terms and conditions of the Transaction. The Parties acknowledge their intention that the contemplated Transaction should not unduly affect, neither adversely nor positively, the overall financial position of ENGIE and Electrabel.
Pending the outcome of the negotiations, the Parties have agreed on appropriate interim arrangements to preserve the value and integrity of the nuclear activities, including the suspension of ongoing decommissioning and dismantling works, so as to ensure that all options remain available to the Belgian State.
The signing of the Letter of Intent does not constitute a binding commitment to conclude the Transaction. The completion of the transaction remains subject to, among other things, the negotiation and execution of definitive agreements and the required third-party and regulatory approvals.
Consequently, the signing of the Letter of Intent has no impact on the measurement of the Group's assets and liabilities relating to its nuclear activities in the consolidated financial statements as of June 30, 2026 (see Note 9.2.1). In particular, nuclear provisions continue to be based on the assumptions used as of December 31, 2025 (see Note 17.2, “Obligations Relating to Nuclear Generation Facilities,” in the consolidated financial statements as of December 31, 2025).
2.2.2 Middle East Situation
The geopolitical environment in the Middle East continues to be characterized by a high level of uncertainty. The Group is closely monitoring developments and remains vigilant regarding the safety and security of its employees, as well as any potential impacts on its assets, operations, projects and supply chains.
As of the date these financial statements were authorized for issue, all personnel present at our sites are safe, none of the Group's assets has sustained significant damage, and no indicators of impairment have been identified that would warrant the recognition of an impairment loss.
The Group relies on the enhanced monitoring and risk management framework established during the 2022 crisis and will, where necessary, adapt appropriate measures in response to developments in the geopolitical environment and their potential impact on its operations.
04 STATEMENT BY THE PERSON RESPONSIBLE FOR THE FIRST-HALF FINANCIAL REPORT
Party responsible for the First-Half Financial Report
Catherine MacGregor, Chief Executive Officer.
Declaration by the party responsible for the First-Half Financial Report
“I hereby certify that, to the best of my knowledge, the condensed interim consolidated financial statements for the six months ended June 30, 2026 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and net income or loss of the Company and all the entities included in the consolidation, and that the interim management report presents a fair view of the significant events of first-half 2026, their impact on the interim financial statements, the main related party transactions and describes the main risks and uncertainties to which the Group is exposed for the second half of 2026.”
La Garenne-Colombes, July 30, 2026
The Chief Executive Officer
Catherine MacGregor
05 STATUTORY AUDITORS’ REVIEW REPORT ON THE FIRST-HALF FINANCIAL INFORMATION
This is a free translation into English of the statutory auditors’ review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group’s half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.
To the Shareholders,
In compliance with the assignment entrusted to us by your shareholders’ meeting and in accordance with the requirements of Article L.451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:
- the review of the accompanying condensed interim consolidated financial statements of ENGIE for the half-year ended June 30, 2026;
- the verification of the information contained in the half-yearly management report.
These interim condensed consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review.
1. Conclusion on the financial statements
We conducted our limited review in accordance with professional standards applicable in France.
A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information.
2. Specific verification
We have also verified the information presented in the interim management report on the interim condensed consolidated financial statements subject to our review.
We have no matters to report as to its fair presentation and consistency with the interim condensed consolidated financial statements.
Paris-La Défense, July 30, 2026
The Statutory Auditors
French original signed by
DELOITTE & ASSOCIES KPMG SA
Laurence Dubois Nadia Laadouli Baudouin Griton Agathe Labaquère
Corporate information
A public limited company with a share capital of 2,542,427,868 euros
Corporate headquarters: 67, rue Jules Ferry
92250 La Garenne-Colombes – France
Tél.: +33 (0)1 44 22 00 00
Register of commerce: 542 107 651 RCS NANTERRE
VAT FR 13 542 107 651
engie.com
Notes
- Cash Flow From Operations: Free Cash Flow before maintenance Capex and nuclear phase-out expenses
- Net recurring income Group share
- Growth and maintenance Capex, net of sell-downs and US tax incentives, including net debt acquired
- Before hydro tax on CNR
- Cash and cash equivalents plus liquid debt instruments held for cash investment purposes minus bank overdrafts