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13 Jul - Plantaze a.d. Podgorica

Annual / Quarterly Financial Statement Mar 10, 2009

2399_10-k_2009-03-10_bb4239e5-5f97-4b7c-ad58-80317ac4afd1.pdf

Annual / Quarterly Financial Statement

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Endesa Capital Finance, L.L.C.

(An Indirect Wholly Owned Subsidiary of Endesa, S.A.)

Financial Statements as of and for the Years Ended December 31, 2008 and 2007, and Independent Auditors' Report

TABLE OF CONTENTS

Page
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2008 AND 2007:
Balance Sheets 2
Statements of Income 3
Statements of Securityholders' Equity 4
Statements of Cash Flows 5
Notes to Financial Statements $6 - 9$

Deloitte.

Deloitte & Touche LLP Certified Public Accountants 200 S. Biscayne Blvd. Suite 400 Miami, FL 33131-2310 USA Tel: +1.305.358.4141 Fax: +1 305 372 3160 www.deloitte.com

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Securityholders of Endesa Capital Finance, L.L.C. New York, New York

We have audited the accompanying balance sheets of Endesa Capital Finance, L.L.C. (the "Company") (an indirect wholly owned subsidiary of Endesa, S.A.) as of December 31, 2008 and 2007, and the related statements of income, securityholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

As described in Note 8 to the financial statements, the Company conducts significant transactions with related parties.

Deloitte a Touche UP

February 18, 2009

BALANCE SHEETS AS OF DECEMBER 31, 2008 AND 2007 (In Euros)

2008 2007
ASSETS
CURRENT ASSETS:
Cash
Accrued interest receivable
Short-term loan receivable to International Endesa B.V.
$\epsilon$
458
550,828
9,601,171

350
668,966
7,788,911
Total current assets 10,152,457 8,458,227
LOAN TO INTERNATIONAL ENDESA B.V. - Net
of unearned loan fees of $647,591,500$ and $658,811,500$
in 2008 and 2007, respectively
1,452,408,500 1,441,188,500
TOTAL 61,462,560,957 61.449,646,727
LIABILITIES AND SECURITYHOLDERS' EQUITY
LIABILITIES:
Preferred dividends payable
Liquidity fee payable
Guaranty fee payable
Accounts payable
$\epsilon$
500,000
16,660
1,527

595,625
16,661
16,661
1,444
Total liabilities 518,187 630,391
SECURITYHOLDERS' EQUITY:
Preferred capital securities; noncumulative
80,000,000 securities authorized; 60,000,000 securities
issued and outstanding as of December 31, 2008 and 2007,
authorized liquidation preference of €25 per security with
an aggregate initial liquidation preference of
€1.5 billion — net of issuance costs of €111,574,581
1,388,425,419 1,388,425,419
Common capital securities; 10 securities authorized,
issued and outstanding as of December 31, 2008 and 2007
92 92
Retained earnings 73,617,259 60,590,825
Total securityholders' equity 1,462,042,770 1,449,016,336
TOTAL 61,462,560,957 € 1,449,646,727

STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007

(In Euros)

2008 2007
REVENUES:
Interest income from loan to International Endesa B.V.
Loan fee income
Other interest income
€80,718,125
11,220,000
428,541
€70,925,625
11,220,000
277,806
Total revenues 92,366,666 82,423,431
OPERATING EXPENSES:
Liquidity fees
Guaranty fees
Other
2,999,999
2,983,339
113,769
2,999,999
2,999,999
119,910
Total operating expenses 6,097,107 6,119,908
NET INCOME 86,269,559 76,303,523
PREFERRED DIVIDENDS 73, 243, 125 63,592,292
NET INCOME ATTRIBUTABLE TO
COMMON SECURITYHOLDERS
€ 13,026,434 £12,711,231

STATEMENTS OF SECURITYHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 (In Euros)

Preferred
Capital
Securities
Common
Capital
Securities
Retained
Earnings
Total
BALANCE — December 31, 2006 €1,388,425,419 $\epsilon$ 92 647,879,594 61,436,305,105
Net income 76,303,523 76,303,523
Preferred dividends (63, 592, 292) (63, 592, 292)
BALANCE — December 31, 2007 1,388,425,419 92 60,590,825 1,449,016,336
Net income 86,269,559 86,269,559
Preferred dividends (73, 243, 125) (73, 243, 125)
BALANCE - December 31, 2008 €1,388,425,419 $\epsilon$ 92 $E$ 73,617,259 €1,462,042,770

STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 (In Euros)

2008 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash
provided by operating activities:
6,86,269,559 $E$ 76,303,523
Accretion of loan fee income
Changes in operating assets and liabilities:
(11,220,000) (11,220,000)
Decrease (increase) in accrued interest receivable
Decrease in liquidity fee payable
Decrease in guaranty fee payable
Increase (decrease) in accounts payable
118,138
(1)
(16, 661)
83
(100, 088)
(1)
(1)
(170)
Net cash provided by operating activities 75,151,118 64,983,263
CASH FLOWS FROM INVESTING ACTIVITIES — Increase
in short-term loan receivable from International Endesa B.V.
(1,812,260) (1,653,246)
CASH FLOWS FROM FINANCING ACTIVITIES - Payment
of dividends
(73, 338, 750) (63,330,000)
INCREASE IN CASH 108 17
CASH — Beginning of year 350 333
CASH - End of year
458

350
SUPPLEMENTAL DISCLOSURE OF NONCASH
FINANCING ACTIVITIES - Accrued and unpaid
dividends on preferred capital securities
500,000
595,625

NOTES TO FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2008 AND 2007 (In Euros)

1. GENERAL

Endesa Capital Finance, L.L.C. (the "Company") was formed under the laws of the State of Delaware on February 21, 2003. The Company is a wholly owned subsidiary of International Endesa B.V. (the "Parent") which, in turn, is a wholly owned subsidiary of Endesa, S.A. ("Endesa"). Endesa is a Spanish corporation that is involved in the generation, transmission, marketing, and distribution of electricity in Spain, Europe, and Latin America. The Company was established for the purpose of issuing preferred capital securities and common capital securities and to use substantially all of the proceeds thereof to enter into loan agreements with the Parent or other non-U.S. affiliates of Endesa.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America. The Company's functional currency and reporting currency is the Euro. The following summarizes the more significant of those policies:

Revenue Recognition — Interest income is recognized as earned, based upon the principal amount outstanding on loans on an accrual basis. Loan fees are recognized into income using a method which approximates the effective interest method over the life of the related loan.

Fair Value of Financial Instruments — Presented below is a brief summary of the significant management estimates relating to the fair value of financial instruments:

$Cash$ — The recorded amounts of cash approximate fair value due to the short-term nature of these instruments.

Short-Term Loan Receivable From Parent — The recorded amount of the loan approximates fair value due to the short-term nature of the loan and the periodic repricing of the loan.

Loan to the Parent — The recorded amount of the loan approximates fair value due to the periodic repricing of the loan's interest rate to a rate that approximates market interest rates.

Other Current Liabilities — The recorded amount of other current liabilities approximates fair value due to their short term nature.

Income Taxes — The Company is a partnership for federal income tax purposes. As such, the income tax effects of the results of operations of the Company accrue directly to the owners. Accordingly, the accompanying financial statements do not include any effects for income taxes.

Estimates and Assumptions — Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect amounts reported in the financial statements and related notes. Actual results may differ from those estimates.

New Accounting Pronouncements — In September 2006, the Financial Accounting Standards Board ("FASB") issued Financial Accounting Standard No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 is effective for financial assets and liabilities for fiscal years beginning after November 15, 2007. In February 2008, the FASB also issued FSP FAS 157-2, Effective Date of FASB Statement No. 157, which delayed the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, for non-financial assets and liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Certain aspects of SFAS 157 were effective as of January 1, 2008 and had no impact on the Company. We do not anticipate that the adoption of the deferred portion of SFAS 157 will have a material impact on the Company's financial condition, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ("SFAS 159"). SFAS 159 provides reporting entities an option to report selected financial assets and liabilities at fair value. SFAS 159 establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. SFAS 159 also requires additional information to aid financial statement users' understanding of a reporting entity's choice to use fair value on its earnings and also requires entities to display the fair value of those affected assets and liabilities in the primary financial statements. SFAS 159 is effective as of the beginning of a reporting entity's first fiscal year beginning after November 15, 2007. Application of the standard is optional and any impacts are limited to those financial assets and liabilities to which SFAS 159 would be applied. The Company adopted SFAS 159 effective January 1, 2008 and has elected not to measure any of its current eligible financial assets or liabilities at fair value.

3. LOAN TO THE PARENT

On March 28, 2003, the Company made a loan of $E1.5$ billion to the Parent in exchange for a note. The note, which matures on March 28, 2013, bears interest at a rate equal to the three-month European InterBank Offering Rate ("Euribor") rate plus a margin (0.50%), provided, however, that the threemonth Euribor effective rate shall in no event be less than 4,00% or more than 7,00%. In January 2009 the note was amended to a margin of 0.30%. Interest shall be due and payable quarterly in arrears on March 28. June 28. September 28, and December 28 commencing June 28, 2003. The effective interest rate of the loan was 5.4% and 4.7% as of December 31, 2008 and 2007, respectively. In connection with this loan, the Company deducted an up-front loan fee of $\epsilon$ 112,200,000 from the loan amount to be disbursed to the Parent. The Company recognized loan fee income of $\epsilon$ 11,220,000 representing the amortization of the up-front loan fee for the years ended December 31, 2008 and 2007, respectively. The Ioan to the Parent is presented net of unamortized up-front fees of $647,591,500$ and $658,811,500$ as of December 31, 2008 and 2007, respectively.

On March 26, 2003, the Company extended a $E10$ million short-term credit facility (the "Credit" Facility") to the Parent. The Credit Facility bears interest equal to the average of the three-month and six-month Euribor rates plus a margin (0.10%). The effective interest rate of the credit facility was 4.9% and 3.6% at December 31, 2008 and 2007, respectively. The original maturity date of the credit facility was February 23, 2006, and has been automatically extended on a monthly basis until written notice is provided by either party. At December 31, 2008 and 2007, the Company had a loan receivable of $69,601,171$ and $67,788,911$ , respectively, from the Parent pursuant to the Credit Facility.

4. COMMON CAPITAL SECURITIES

The Company has issued 10 common capital securities to the Parent. Common capital securities are allocated 100% of the net losses of the Company (in the event such should occur) and all gains and losses resulting from the disposition of assets from the Company. The net profits of the Company are allocated to the preferred capital securities until the amount so allocated equals the amount of preferred capital securities dividends declared for the year. Any net profits in excess of the amount allocated to the preferred capital securities are allocated to the common capital securities.

5. PREFERRED CAPITAL SECURITIES

The Company is authorized to issue and sell preferred capital securities having an aggregate initial liquidation preference of $\epsilon$ 2 billion. This amount may be amended or restated by resolution of the Board of Directors. Holders of preferred capital securities are entitled to receive, when, as and if declared by the Board of Directors, out of the Company's net profits, cash dividends that will be paid at such rates as will be determined by the Board of Directors prior to the first issuance of these securities. Dividends on the preferred capital securities are noncumulative. Endesa is the guarantor of these securities.

On March 28, 2003, the Company completed the issuance of 60,000,000 preferred capital securities and received proceeds of $E1.5$ billion from the issuance. Preferred capital security holders are entitled to receive dividends at a rate equal to the three-month Euribor effective rate, provided, however, that the three-month Euribor effective rate shall in no event be less than 4.00% or more than 7.00%. Dividends shall be payable quarterly in arrears on March 28, June 28, September 28, and December 28 of each year. The preferred capital securities shall not be redeemed by the Company prior to March 28, 2013. with the exception of certain tax-related events, as defined in the Amended and Restated Limited Liability Company Agreement of Endesa Capital Finance, L.L.C. (the "Agreement"). In the event the preferred capital securities are not redeemed on March 28, 2013, preferred capital securityholders are entitled to receive dividends at a rate equal to the three-month Euribor rate plus an effective annual rate of 3.75%. All costs related to this transaction were incurred by the Company and have been charged against the proceeds from issuing the securities.

Preferred capital securities possess no voting rights. However, in the event that the Company fails to pay dividends in full on the preferred capital securities (and the guarantor fails to make a corresponding payment under the guarantee) for five consecutive dividend periods, then the holders of the preferred capital securities have the right to alter the composition of the Board of Directors as prescribed in the Agreement.

Preferred capital securities may not be sold or otherwise transferred to a person in the United States of America except pursuant to sales or other transfers that satisfy the requirements of Regulation S under the Securities Act of 1933 (the "Securities Act") or that are otherwise exempt from the registration requirements of the Securities Act.

In the event of any voluntary or involuntary liquidation of the Company, the holders of the preferred capital securities will be entitled to receive out of the assets of the Company available for distribution to security holders an amount equal to the liquidation preference per preferred capital security, plus accrued and unpaid dividends thereon for the then-current dividend period, if any, to the date of liquidation. This distribution will occur before any distribution of assets is made to holders of common capital securities or any other class of securities ranking junior to the preferred capital securities.

The Company may not, without the prior approval of the preferred capital security holders owning not less than 66% of the aggregate liquidation preference of all preferred capital securities then outstanding, merge or consolidate into another entity unless such successor entity assumes all of the obligations of the Company under the preferred capital securities or replaces the preferred capital securities with other securities that have at least the same participation in the profits or assets of the successor entity as the preferred capital securities have in the Company.

6. LIOUIDITY FEE

In February 2003, the Company entered into a "Contrato de Liquidez" (the "Liquidity Fee Agreement") with the underwriters, an unrelated party, of its preferred capital securities offering. Pursuant to the Liquidity Fee Agreement, the Company is committed to pay an annual liquidity fee of 0.2% of the outstanding principal amount of the preferred capital securities. The Company has recorded a liquidity fee expense of $\epsilon$ 2,999,999 for the years ended December 31, 2008 and 2007, respectively.

7. GUARANTY FEE

In February 2003, the Company entered into a "Acuerdo de Contragarantia" (the "Guaranty Fee Agreement") with Endesa, the guarantor of the Company's preferred capital securities offering and the Company's ultimate parent company. Pursuant to the Guaranty Fee Agreement, the Company is committed to pay an annual guaranty fee of 0.2% of the outstanding principal amount of the Preferred Capital Securities. In December 2008, the Company entered into a "Contrato de Resolucion de acuerdo" de Contragarantia" (the "Guaranty Resolution Agreement"). The Guaranty Resolution Agreement eliminates the guarantee fee payment of 0.2% effective December 28, 2008. The Company has recorded a guaranty fee expense of $\epsilon$ 2,983,339 and $\epsilon$ 2,999,999 for the years ended December 31, 2008 and 2007, respectively.

8. RELATED-PARTY TRANSACTIONS

Pursuant to the Agreement described in Note 5, the Parent is responsible for, and will pay; substantially all expenses of the Company to the extent such expenses are not paid by the Company. The expenses covered by the Agreement include administrative and organizational costs as well as any costs resulting from any litigation against the Company.

As discussed in Note 3, the Company's loans to the Parent are related-party transactions.

In addition, the guaranty fee discussed in Note 7 was paid to Endesa, S.A.

* * * * * *

ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ENDESA CAPITAL FINANCE, LLC

The undersigned, being all of the directors of Endesa Capital Finance L.L.C., a Delaware Limited Liability Company (the "Company"), hereby consent to, approve and adopt the following resolution by signing their written consent hereto and order that this written consent be filed with the minutes of the proceedings of the Board of Directors:

RESOLVED, in accordance with provisiones of the "Amended and Restated Limited Liability Company Agreement" prepare the audited financial statements of the Company for the fiscal year ended 31 december 2008, in accordance with generally accepted accounting principles.

IN WITNESS WHERE OF, the undersigned have executed this Unanimous Written Consent as of the 12th of February 2009.

Mr. Álvaro López-Zaballa

Mr. Francisco Ramírez Millor

DECLARACIÓN DE RESPONSABILIDAD

INFORME FINANCIERO ANUAL EJERCICIO 2008

Los Administradores Mancomunados de Endesa Capital Finance LLC, de conformidad con el Artículo 8 del Real Decreto 1362/2007, declaran que, hasta donde alcanza su conocimiento, las cuentas anuales correspondientes al ejercicio 2008, formuladas con fecha 25 de febrero de 2009 y, elaboradas con arreglo a los principios de contabilidad aplicables, ofrecen la imagen fiel del patrimonio, de la situación financiera y de los resultados de Endesa Capital Finance LLC, y que el informe de gestión incluye un análisis fiel de la evolución y los resultados empresariales y de la posición de Endesa Capital Finace LLC junto con la descripción de los principales riesgos e incertidumbres a que se enfrenta.

D. Francisco Ramírez Millor D. Álvaro López-Zaballa
Administrador Mancomunado Administrador Mancomunado

Madrid, 26 de febrero de 2009

Madrid, 26 de febrero de 2009

COMISIÓN NACIONAL DEL MERCADO DE VALORES C/ Miguel Angel, 11 28010 Madrid

Muy Sres. Nuestros:

En relación con la Norma 5ª de la Circular 1/2004, de 17 de marzo de 2004, de la Comisión Nacional del Mercado de Valores, y a efectos de dar cumplimiento a lo establecido en la misma, les comunicamos:

1º. Que Endesa Capital Finance, LLC es una sociedad constituida de acuerdo con la Ley de Sociedades de Responsabilidad Limitada del Estado de Delaware de los Estados Unidos de América, con domicilio en Suite 204-F, 850 Library Avenue, Newark, Delaware 19711, controlada en su totalidad, de forma indirecta, por Endesa, S.A. a través de la sociedad international Endesa, BV.

2º. Que de acuerdo con lo establecido en la citada Circular, Endesa Capital Finance, LLC justifica mediante la presente comunicación la no elaboración del Informe Anual de Gobierno Corporativo, y se remite al Informe Anual de Gobierno Corporativo del ejercicio 2008 de su sociedad dominante, Endesa, S.A., que fue aprobado por su Consejo de Administración el 20 de febrero de 2009, y remitido como Hecho Relevante a esa Comisión Nacional del Mercado de Valores con fecha 26 de febrero de 2009.

Atentamente.

D. Alvaro López-Zaballa Ruiz Endesa Capital Finance, LLC D. Francisco Ramírez Millor Endesa Capital Finance, LLC

E 198
AC
Registro de Auditorias
Emisoree

Management Report 2008

1. General Comments

Endesa Capital Finance, L.L.C. (the "Company") was formed under the laws of the State of Delaware on February 21, 2003. The Company is a wholly owned subsidiary of International Endesa B.V. (the "Parent") which, in turn, is a wholly owned subsidiary of Endesa, S.A. ("Endesa"). Endesa is a Spanish corporation that is involved in the generation, transmission, marketing, and distribution of electricity in Spain, Europe, and Latin America.

The Company was established for the purpose of issuing preferred capital securities and common capital securities and to use substantially all of the proceeds thereof to enter into loan agreements with the Parent or other non-U.S. affiliates of Endesa.

Loan to the Parent: On March 28, 2003, the Company made a loan of $\epsilon$ 1.5 billion to the Parent in exchange for a note. The note, which matures on March 28, 2013, bears interest at a rate equal to the three-month European InterBank Offering Rate ("Euribor") rate plus a margin (0.30%), provided, however, that the three-month Euribor effective rate shall in no event be less than 4.00% or more than 7.00%. Interest shall be due and payable quarterly in arrears on March 28, June 28, September 28, and December 28 commencing June 28, 2003. In connection with this loan, the Company deducted an up-front loan fee of €112,200,000 from the loan amount to be disbursed to the Parent. Also on March 26, 2003, the Company extended a $E10$ million short-term credit facility (the "Credit" Facility") to the Parent. The Credit Facility bears interest equal to the average of the three-month and six-month Euribor rates plus a margin $(0.10\%)$ .

Preferred capital securities: On March 28, 2003, the Company completed the issuance of 60,000,000 preferred capital securities and received proceeds of $E1.5$ billion from the issuance. Preferred capital security holders are entitled to receive dividends at a rate equal to the three-month Euribor effective rate, provided, however, that the three-month Euribor effective rate shall in no event be less than 4.00% or more than 7.00%. Dividends shall be payable quarterly in arrears on March 28, June 28, September 28, and December 28 of each year. The preferred capital securities shall not be redeemed by the Company prior to March 28, 2013, with the exception of certain tax-related events, as defined in the Amended and Restated Limited Liability Company Agreement of Endesa Capital Finance, L.L.C. (the "Agreement"). In the event the preferred capital securities are not redeemed on March 28, 2013, preferred capital security holders are entitled to receive dividends at a rate equal to the three-month Euribor rate plus an effective annual rate of 3.75%. All costs related to this transaction were incurred by the Company and have been charged against the proceeds from issuing the securities.

Liquidity fee: In February 2003, the Company entered into a "Contrato de Liquidez" (the "Liquidity Fee Agreement") with the underwriters, an unrelated party, of its preferred capital securities offering. Pursuant to the Liquidity Fee Agreement, the Company is committed to pay an annual liquidity fee of 0.2% of the outstanding principal amount of the preferred capital securities.

Guaranty fee: In February 2003, the Company entered into a "Acuerdo de Contragarantia" (the "Guaranty Fee Agreement") with Endesa, the guarantor of the Company's preferred capital securities offering and the Company's ultimate parent company. Pursuant to the Guaranty Fee Agreement, the Company is committed to pay an annual guaranty fee of 0.2% of the outstanding principal amount of the Preferred Capital Securities. On Decmber 28, 2008, pursuant to a "Contrato de Resolucion de Acuerdo de Contragarantia" this fee was eliminated.

The Company is filing with the CNMV its financial statements, in conformity with accounting principles generally accepted in the United States of America, for the year ended December 31, 2008.

2. Operating Results

The net income attributable to common security holders for the year ended December 31, 2008 reached $\epsilon$ 13,026,434, which was in line with the previous year.

The balance sheet maintains a similar structure to that at the end of 2007.

3. Main Activities during 2008

No new preferred capital securities were issued during 2008.

Holders of preferred capital securities were paid dividends of $\epsilon$ 73,338,750 during 2008.

The Company paid approximately $\epsilon$ 3 million as a liquidity fee.

The Company paid approximately $\epsilon$ 3 million as a guaranty fee.

During 2008, the Company continued to grant loans to the Parent. As of December 31, 2008, the outstanding loan amount reached $\epsilon$ 1,452,408,500 as a long term loan and $\epsilon$ 9,601,171 as a short-term credit facility. The Company maintains a loan to the Parent in the amount of $\epsilon$ 1,500,000,000.

At December 28, 2008 the commitment to pay guarantee fee of 0.2% of the outstanding principal amount of the Preferred Capital Securities was removed while the loan to the Parent bears interest at a rate equal to the three-month European InterBank Offering Rate ("Euribor") rate plus a new margin $(0.30\%)$ instead of the prior margin $(0.50\%)$ . As a result theses changes will did not change the financial situation or solvency of the Company.

4. Financial Risk Management

The Endesa Group's Corporate Risk function provides services to manage the financial risk relating to the Company's operations.

5. Future Outlook

No significant changes are expected in the foreseeable future. Activities of the Company are expected to be those related to the borrowing and lending of funds.

Madrid February 26, 2008

Francisco Ramírez Millor Endesa Capital Finance L.L.C. Álvaro López-Zaballa Ruiz Endesa Capital Finance L.L.C.

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