{"url_path":"/sec/e/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 [EXHIBITS](#TOC_95492d8ff11fb94b)","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-03-23","source_url":"https://www.sec.gov/Archives/edgar/data/1002242/0001554855-26-000390-index.html","accession_number":"0001554855-26-000390","cik":"0001002242","ticker":"E","issuer_name":"ENI SPA","edgar_url":"https://www.sec.gov/Archives/edgar/data/1002242/0001554855-26-000390-index.html","primary_entity_key":"0001002242","primary_entity_name":"ENI SPA"},"word_count":4036,"has_tables":true,"body_markdown":"Item 19.\n\n[EXHIBITS](#TOC_95492d8ff11fb94b)\n\n189\n\n \n\nii\n\n \n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nCertain disclosures contained herein including, without limitation, certain information appearing in “Item 4 – Information on the Company”, and in particular “Item 4 – Exploration & Production”, “Item 5 – Operating and Financial Review and Prospects” and “Item 11 – Quantitative and Qualitative Disclosures about Market Risk” contain forward-looking statements regarding future events and the future results of Eni that are based on current expectations, estimates, forecasts, and projections about the industries in which Eni operates and the beliefs and assumptions of the management of Eni. Eni may also make forward-looking statements in other written materials, including other documents filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”). In addition, Eni’s senior management may make forward-looking statements orally to analysts, investors, representatives of the media and others. In particular, among other statements, certain statements with regard to management objectives, trends in results of operations, margins, costs, return on capital, risk management and competition are forward looking in nature. Words such as ‘expects’, ‘anticipates’, ‘targets’, ‘goals’, ‘projects’, ‘intends’, ‘plans’, ‘believes’, ‘seeks’,‘estimates’, variations of such words, and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and are subject to risks, uncertainties, and assumptions that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. Therefore, Eni’s actual results may differ materially and adversely from those expressed or implied in any forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 20-F under the section entitled “Risk factors” and elsewhere. Any forward-looking statements made by or on behalf of Eni speak only as of the date they are made. Eni does not undertake to update forward-looking statements to reflect any changes in Eni’s expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. The reader should, however, consult any further disclosures Eni may make in documents it files with the SEC. \n\nCERTAIN DEFINED TERMS\n\n \n\nIn this Form 20-F, the terms “Eni”, the “Group”, or the “Company” refer to the parent company Eni SpA and its consolidated subsidiaries and, unless the context otherwise requires, their respective predecessor companies. All references to “Italy” or the “State” are references to the Republic of Italy, all references to the “Government” are references to the government of the Republic of Italy. For definitions of certain oil and gas terms used herein and certain conversions, see “Glossary” and “Conversion Table”. \n\nPRESENTATION OF FINANCIAL AND OTHER INFORMATION\n\nThe Consolidated Financial Statements of Eni, included in this Annual Report, have been prepared in accordance with International Financial Standards (IFRS) as issued by the International Accounting Standards Board (IASB).\n\nUnless otherwise indicated, any reference herein to “Consolidated Financial Statements” is to the Consolidated Financial Statements of Eni (including the Notes thereto) included herein.\n\nUnless otherwise specified or the context otherwise requires, references herein to “dollars”, “$”, “U.S. dollars”, “US$” and “USD” are to the currency of the United States, and references to “euro”, “EUR” and “€” are to the currency of the European Monetary Union.\n\nUnless otherwise specified or the context otherwise requires, references herein to “Division” and “segment” are to any of the following Eni’s business activities: “Exploration & Production” (or “E&P”), “Global Gas & LNG Portfolio and Power”, “Enilive and  Plenitude”, “Refining and Chemicals” and “Corporate and Other activities”.\n\nReferences to Enilive are to Eni’s biofeedstock supply, storage, production, distribution and marketing of biofuels, oil products, biomethane, smart mobility solutions and mobility services, all managed through its fully-owned subsidiary Enilive and its controlled entities. References to Plenitude are to Eni’s retail gas and power activities and services, renewables and e-mobility businesses which are managed through its fully-owned subsidiary Eni Plenitude SpA Società Benefit and Plenitude’s controlled entities. The results of the operations of Enilive and Plenitude are included in the segment information “Enilive and Plenitude” for financial reporting purposes. \n\nReferences to Versalis or Chemical are to Eni’s chemical activities which are managed through its fully-owned subsidiary Versalis and Versalis’ controlled entities. The results of operations of the Chemical business are included in the segment information “Refining and Chemicals” for financial reporting purposes.\n\nFor further details on Eni’s business structure and financial reporting segments refer to “Item 4 – Information on the Company”.\n\nExhibit 99 which contains Eni’s disclosure pursuant to the EU Taxonomy regulation does not form part of this Form 20-F and is not incorporated herein. \n\nSTATEMENTS REGARDING COMPETITIVE POSITION\n\nStatements made in “Item 4 – Information on the Company” referring to Eni’s competitive position are based on the Company’s belief, and in some cases rely on a range of sources, including investment analysts’ reports, independent market studies and Eni’s internal assessment of market share based on publicly available information about the financial results and performance of market participants. Market share estimates contained in this document are based on management estimates unless otherwise indicated.\n\niii\n\n \n\n[Table of Contents](#TOC_TableofContent)\n\nGLOSSARY\n\nBelow is a selection of the most frequently used terms throughout this Annual Report on Form 20-F. Any reference herein to a non-GAAP measure and to its most directly comparable GAAP measure shall be intended as a reference to a non-IFRS measure and the comparable IFRS measure.\n\nFinancial terms\n\n \n\nIdentified net gains (losses) \n\nIdentified net gains (losses) include certain significant income or charges pertaining to either: (i) infrequent or unusual events and transactions, being identified as non-recurring items under such circumstances; (ii) certain events or transactions which are not considered to be representative of the ordinary course of business, as in the case of environmental provisions, restructuring charges, asset impairments or write ups and gains or losses on divestments even though they occurred in past periods or are likely to occur in future ones. Exchange rate differences and derivatives relating to industrial activities and commercial payables and receivables, particularly exchange rate derivatives to manage commodity pricing formulas which are quoted in a currency other than the functional currency are reclassified in operating profit with a corresponding adjustment to net finance charges, notwithstanding the handling of foreign currency exchange risks is made centrally by netting off naturally-occurring opposite positions and then dealing with any residual risk exposure in the derivative market. Finally, special items include the accounting effects of fair-valued commodity derivatives relating to commercial exposures: in addition to those which lack the criteria to be designed as hedges, also those which are not eligible for the own use exemption, including the ineffective portion of cash flow hedges, as well as the accounting effects of settled commodity and exchange rates derivatives whenever it is deemed that the underlying transaction is expected to occur in future reporting periods. Correspondently, special charges/gains also include the evaluation effects relating to assets/liabilities utilized in a natural hedge relation to offset a market risk, as in the case of accrued currency differences at finance debt denominated in a currency other than the reporting currency, where the cash outflows for the reimbursement are matched by highly probable cash inflows in the same currency. The deferral of both the unrealized portion of fair-valued commodity and other derivatives and evaluation effects are reversed to future reporting periods when the underlying transaction occurs.\n\nGearing\n\nA non-GAAP measure of the Company’s financial condition, calculated as the ratio between net borrowings and shareholders’ equity plus net borrowings. This ratio is calculated also excluding the IFRS 16 lease liability.\n\nNet borrowings\n\nEni evaluates its financial condition by reference to “net borrowings”, which is a non-GAAP measure. Eni calculates net borrowings as total finance debt less: cash, cash equivalents and certain very liquid investments not related to operations, including among others non-operating financing receivables and securities not related to operations. Non-operating financing receivables consist of amounts due to Eni’s financing subsidiaries from banks and other financing institutions and amounts due to other subsidiaries from banks for investing purposes and deposits in escrow. It includes certain long-term financing receivables due to the Company by affiliates, based on the Company’s sole exposure to counterparty credit risk and as a reimbursement plan has been scheduled. Securities not related to operations consist primarily of government and corporate securities. For a discussion of management’s view of the usefulness of this measure and its reconciliation with the most directly comparable GAAP measure, “Total debt” see “Item 5 – Financial condition”.\n\nTSR\n\n(Total Shareholder Return)\n\nManagement uses this measure to assess the total return on Eni’s shares. It is calculated on a yearly basis, keeping account of the change in market price of Eni’s shares (at the beginning and at end of year) and dividends distributed and reinvested at the ex-dividend date.\n\n \n\niv\n\n \n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nBusiness terms\n\n \n\nARERA (Italian Regulatory Authority for Energy, Networks and Environment) formerly AEEGSI (Authority for Electricity Gas and Water)\n\nThe Italian Regulatory Authority for Energy, Networks and Environment is the Italian independent body which regulates, controls and monitors the electricity, gas and water sectors and markets in Italy. The Authority’s role and purpose is to protect the interests of users and consumers, promote competition and ensure efficient, cost-effective and profitable nationwide services with satisfactory quality levels. Furthermore, since December 2017 the Authority also has regulatory and control functions over the waste cycle, including sorted, urban and related waste.\n\nAssociated gas\n\nAssociated gas is a natural gas found in contact with or dissolved in crude oil in the reservoir. It can be further categorized as Gas-Cap Gas or Solution Gas.\n\nAverage reserve life index\n\nRatio between the amount of reserves at the end of the year and total production for the year.\n\nBarrel/BBL \n\nVolume unit corresponding to 159 liters. A barrel of oil corresponds to about 0.137 metric tons.\n\nBOE\n\nBarrel of Oil Equivalent. It is used as a standard unit measure for oil and natural gas. The latter is converted from standard cubic meters into barrels of oil equivalent using a certain coefficient (see “Conversion Table” on page ix).\n\nCompounding\n\nActivity specialized in production of semifinished products in granular form, resulting from the combination of two or more chemical products.\n\nConcession contracts\n\nContracts currently applied mainly in Western countries regulating relationships between states and oil companies with regards to hydrocarbon exploration and production. The company holding the mining concession has an exclusive right on exploration, development and production activities and for this reason it acquires a right to hydrocarbons extracted against the payment of royalties on production and taxes on oil revenues to the state.\n\nCondensates \n\nCondensates are a mixture of hydrocarbons that exists in the gaseous phase at original reservoir temperature and pressure, but that, when produced, is in the liquid phase at surface pressure and temperature.\n\nConsob \n\nThe Italian National Commission for listed companies and the stock exchange (Commissione Nazionale per le Società e la Borsa).\n\nContingent resources\n\nContingent resources are those quantities of petroleum estimated, as of a given date, to be potentially recoverable from known accumulations, but the applied project(s) are not yet considered mature enough for commercial development due to one or more contingencies.\n\nConversion capacity\n\nMaximum amount of feedstock that can be processed in certain dedicated facilities of a refinery to obtain finished products. Conversion facilities include catalytic crackers, hydrocrackers, visbreaking units, and coking units.\n\nConversion index\n\nRatio of capacity of conversion facilities to primary distillation capacity. The higher the ratio, the higher is the capacity of a refinery to obtain high value products from the heavy residue of primary distillation.\n\nDeep waters \n\nWaters deeper than 200 meters.\n\nDevelopment \n\nDrilling and other post-exploration activities aimed at the production of oil and gas.\n\nEnhanced recovery\n\nTechniques used to increase or stretch over time the production of wells.\n\nEni carbon efficiency index \n\nRatio between GHG emissions (Scope 1 and Scope 2 in tonnes CO2eq.) of the main industrial activities operated by Eni divided by the productions (converted by homogeneity into barrels of oil equivalent using Eni’s average conversion factors) of the single businesses of reference.\n\n \n\nv\n\n \n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nEPC \n\nEngineering, Procurement and Construction.\n\nEPCI \n\nEngineering, Procurement, Construction and Installation.\n\nExploration\n\nOil and natural gas exploration that includes land surveys, geological and geophysical studies, seismic data gathering and analysis and well drilling.\n\n \n\nFPSO \n\nFloating Production Storage and Offloading System.\n\nFSO \n\nFloating Storage and Offloading System.\n\nGreenhouse Gases (GHG)\n\nGases in the atmosphere, transparent to solar radiation, that trap infrared radiation emitted by the earth’s surface. The greenhouse gases relevant within Eni’s activities are carbon dioxide (CO2), methane (CH4) and nitrous oxide (N2O). GHG emissions are commonly reported in CO2 equivalent (CO2eq) according to Global Warming Potential values in line with IPCC AR4, 4th Assessment Report.\n\nInfilling wells\n\nInfilling wells are wells drilled in a producing area in order to improve the recovery of hydrocarbons from the field and to maintain and/or increase production levels.\n\nLNG \n\nLiquefied Natural Gas obtained through the cooling of natural gas to minus 160 °C at normal pressure. The gas is liquefied to allow transportation from the place of extraction to the sites at which it is transformed back into its natural gaseous state and consumed. One tonne of LNG corresponds to 1,400 cubic meters of gas.\n\nLPG \n\nLiquefied Petroleum Gas, a mix of light petroleum fractions, gaseous at normal pressure and easily liquefied at room temperature through limited compression.\n\nMargin\n\nThe difference between the average selling price and direct acquisition cost of a finished product or raw material excluding other production costs (e.g. refining margin, margin on distribution of natural gas and petroleum products or margin of petrochemical products). Margin trends reflect the trading environment and are, to a certain extent, a gauge of industry profitability.\n\nMineral Potential\n\n(Potentially recoverable hydrocarbon volumes) Estimated recoverable volumes which cannot be defined as reserves due to a number of reasons, such as the temporary lack of viable markets, a possible commercial recovery dependent on the development of new technologies, or for their location in accumulations yet to be developed or where evaluation of known accumulations is still at an early stage.\n\nNatural gas liquids (NGL)\n\nLiquid or liquefied hydrocarbons recovered from natural gas through separation equipment or natural gas treatment plants. Propane, normal-butane and isobutane, isopentane and pentane plus, that were previously defined as natural gasoline, are natural gas liquids.\n\nNet Scope 1+2 Upstream\n\nScope 1 and Scope 2 GHG emissions associated with Eni’s upstream operations or third parties’, accounted for on a financial perimeter basis, net of carbon credits mainly from Natural Climate Solutions and Technological solutions.\n\nNet Scope 1+2 Eni\n\nScope 1 and Scope 2 GHG emissions associated with Eni’s operations or third parties’, accounted for on a financial perimeter basis, net of carbon credits mainly from Natural Climate Solutions and Technological solutions.\n\n \n\nNet Intensity Scope 1+2+3\n\nRatio between the GHG emissions Scope 1+2+3 (net of carbon credits mainly from Natural Climate Solutions and Technological solutions) and the energy content of products sold.\n\nNetwork Code\n\nA code containing norms and regulations for access to, management and operation of natural gas pipelines.\n\nOilfield chemicals\n\nInnovative solutions for supply of chemicals and related ancillary services for Oil & Gas business.\n\nOver/Under lifting\n\nAgreements stipulated between partners which regulate the right of each to its share in the production for a set period of time. Amounts lifted by a partner different from the agreed amounts determine temporary Over/Under lifting situations.\n\n \n\n \n\n \n\nvi\n\n \n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nPossible reserves\n\nPossible reserves are those additional reserves that are less certain to be recovered than probable reserves.\n\nProbable reserves\n\nProbable reserves are those additional reserves that are less certain to be recovered than proved reserves but which, together with proved reserves, are as likely as not to be recovered.\n\nPrimary balanced refining capacity\n\nMaximum amount of feedstock that can be processed in a refinery to obtain finished products measured in BBL/d.\n\nProduction Sharing Agreement (PSA)\n\nContract regulates relationships between states and oil companies with regard to the exploration and production of hydrocarbons. The mineral right is awarded to the national oil company jointly with the foreign oil company that has an exclusive right to perform exploration, development and production activities and can enter into agreements with other local or international entities. In this type of contract the national oil company assigns to the international contractor the task of performing exploration and production with the contractor’s equipment and financial resources. Exploration risks are borne by the contractor and production is divided into two portions: “Cost Oil” is used to recover costs borne by the contractor and “Profit Oil” is divided between the contractor and the national company according to variable schemes and represents the profit deriving from exploration and production. Further terms and conditions of these contracts may vary from country to country.\n\nProved reserves \n\nProved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible, from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations, prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time. Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the 12-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions. Reserves are classified as either developed and undeveloped. Proved developed oil and gas reserves are reserves that can be expected to be recovered through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well, and through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well. Proved undeveloped oil and gas reserves are reserves of any category that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.\n\nREDD+\n\nREDD+ stands for Reducing Emissions from Deforestation and Forest Degradationand the “+” symbolizes additional activities related to conservation, sustainable forest management, and enhancement of forest carbon stocks. This scheme was designed by the United Nations (United Nations Framework Convention on Climate Change - UNFCCC) and anchored in Article 5 of the Paris Agreement. It involves conserving forests to reduce emissions and improve the natural storage capacity of CO2, as well as protecting biodiversity and promoting  local communities socio-economic development.\n\nRenewable Installed Capacity \n\nRenewable Installed Capacity is measured as the maximun generating capacity of Eni’s share of power plants that use renewable energy sources (wind, solar and wave, and any other non-fossil fuel source of generation deriving from natural resources, excluding, from the avoidance of doubt, nuclear energy) to produce electricity. The capacity is considered “installed” once the power plants are in operation or the mechanical completion phase has been reached. The mechanical completion represents the final construction stage excluding the grid connection.\n\nReserves\n\nReserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the produce or a revenue interest in the production, installed means of delivering oil and gas or related substances to market, and all permits and financing required to implement the project.\n\n \n\nvii\n\n \n\n[Table of Contents](#TOC_TableofContent)\n\n \n\nReserve life index\n\nRatio between the amount of proved reserves at the end of the year and total production for the year.\n\nReserve replacement ratio\n\nMeasure of the reserves produced replaced by proved reserves. Indicates the company’s ability to add new reserves through exploration and purchase of property. A rate higher than 100% indicates that more reserves were added than produced in the period. The ratio should be averaged on a three-year period in order to reduce the distortion deriving from the purchase of proved property, the revision of previous estimates, enhanced recovery, improvement in recovery rates and changes in the amount of reserves – in PSAs – due to changes in international oil prices.\n\nScope 1 GHG Emissions\n\nDirect greenhouse gas emissions from company’s operations, produced from sources that are owned or controlled by the company.\n\nScope 2 GHG Emissions\n\nIndirect greenhouse gas emissions resulting from the generation of electricity, steam and heat purchased from third parties and consumed by assets owned or controlled by the company.\n\nScope 3 GHG Emissions \n\nIndirect GHG emissions associated with the value chain of Eni’s products. \n\nSERM (Standard Eni Refining Margin)\n\nIt approximates the margin of Eni's refining system in consideration of the refinery \n\nShip-or-pay\n\nClause included in natural gas transportation contracts according to which the customer is requested to pay for the transportation of gas whether or not the gas is actually transported.\n\nTake-or-pay\n\nClause included in natural gas supply contracts according to which the purchaser is bound to pay the contractual price or a fraction of such price for a minimum quantity of gas set in the contract whether or not the gas is collected by the purchaser. The purchaser has the option of collecting the gas paid for and not delivered at a price equal to the residual fraction of the price set in the contract in subsequent contract years.\n\nTitle Transfer Facility\n\nThe Title Transfer Facility, more commonly known as TTF, is a virtual trading point for natural gas in the Netherlands. TTF Price is quoted in euro per megawatt hour and, for business day, is quoted day-ahead, i.e. delivered next working day after assessment.\n\nUN SDGs\n\nThe Sustainable Development Goals (SDGs) are the blueprint to achieve a better and more sustainable future for all by 2030. Adopted by all United Nations Member States in 2015, they address the global challenges the world is facing, including those related to poverty, inequality, climate change, environmental degradation, peace and justice. For further detail see the website https://unsdg.un.org\n\nUpstream/Downstream\n\nThe term upstream refers to all hydrocarbon exploration and production activities. The term downstream includes all activities inherent to the oil and gas sector that are downstream of exploration and production activities.\n\nUpstream GHG Emission intensity\n\nRatio between 100% Scope 1 GHG emissions from Upstream operated assets and 100% gross operated production (expressed in barrel of oil equivalent).\n\n \n\nviii\n\n \n\n[Table of Contents](#TOC_TableofContent)\n\n \n\n \n\n[ABBREVIATIONS](#TOC)\n\n \n\nmmCF \n\n= million cubic feet\n\nmmtonnes \n\n= million tonnes\n\nBCF\n\n= billion cubic feet\n\nMW \n\n= megawatt\n\nmmCM\n\n= million cubic meters\n\nGWh \n\n= gigawatthour\n\nBCM\n\n= billion cubic meters\n\nTWh \n\n= terawatthour\n\nBOE\n\n= barrel of oil equivalent\n\n/d \n\n= per day\n\n \n\n \n\n/y\n\n= per year\n\nKBOE \n\n= thousand barrel of oil equivalent \n\n \n\n \n\nmmBOE \n\n= million barrel of oil equivalent \n\n \n\n \n\nBBOE \n\n= billion barrel of oil equivalent \n\n \n\n \n\nBBL \n\n= barrels\n\n \n\n \n\nKBBL\n\n= thousand barrels \n\n \n\n \n\nmmBBL \n\n= million barrels \n\n \n\n \n\nBBBL \n\n= billion barrels\n\n \n\n \n\nmmBTU \n\n= million British thermal unit\n\n \n\n \n\nktonnes \n\n= thousand tonnes\n\n \n\n \n\nKW\n\n= kilowatt\n\n \n\n \n\nGW \n\n= gigawatt\n\n \n\n \n\nGcal\n\n= giga calorie\n\n \n\n \n\n \n\nCONVERSION TABLE\n\n \n\n1 acre \n\n= 0.405 hectares\n\n \n\n1 barrel \n\n= 42 U.S. gallons\n\n \n\n1 BOE \n\n= 1 barrel of crude oil \n\n= 5,232 cubic feet of natural gas\n\n1 barrel of crude oil per day \n\n= approximately 50 tonnes of crude oil per year\n\n \n\n1 cubic meter of natural gas \n\n= 35.3147 cubic feet of natural gas\n\n \n\n1 cubic meter of natural gas\n\n= approximately 0.00675 barrels of oil equivalent\n\n \n\n1 kilometer \n\n= approximately 0.62 miles\n\n \n\n1 short ton \n\n= 0.907 tonnes \n\n= 2,000 pounds\n\n1 long ton\n\n= 1.016 tonnes \n\n= 2,240 pounds\n\n1 tonne\n\n= 1 metric ton\n\n= 1,000 kilograms\n\n \n\n \n\n= approximately 2,205 pounds\n\n1 tonne of crude oil\n\n= 1 metric ton of crude oil\n\n= approximately 7.3 barrels of crude oil\n(assuming an API gravity of 34 degrees)\n\n \n\nix\n\n \n\n[Table of Contents](#TOC_TableofContent)"}