Eni S.p.A. (E)

Business

Source: Form 20-F for fiscal 2025, Item 4 (accession 0001554855-26-000390).

Eni is an integrated energy company headquartered in Rome. Most of its earnings come from finding, developing and producing oil and natural gas, which it does in 33 countries. Its main producing areas include North and Sub-Saharan Africa (Libya, Egypt, Algeria, Angola, Congo, Nigeria, Côte d'Ivoire, Mozambique), Norway and the UK, Kazakhstan, Indonesia, Mexico and the Middle East. It sells its own gas and LNG, along with gas it buys from third parties, to wholesale customers in Italy and the rest of Europe. It also runs gas-fired power plants in Italy, refines crude oil, makes petrochemicals through its subsidiary Versalis, and manufactures biofuels. Its downstream businesses sell fuel at service stations and supply gas and power to retail customers. In 2025, Eni's sales from operations were $92.83 billion. Its oil and gas production averaged 1,594 thousand barrels of oil equivalent per day (kboe/d) on an available-for-sale basis: 839 thousand barrels per day of liquids and 3,951 million cubic feet per day of gas.

Eni reported the following segments for 2025:

• Exploration & Production (E&P): oil and gas exploration, development and production, plus LNG operations. It also includes oil and products trading that supplies the refineries and balances commercial positions. In several countries, the business runs through equity-accounted companies rather than subsidiaries. The main ones are Vår Energi in Norway (Eni owns 63%), Azule Energy in Angola (50%) and Ithaca Energy in the UK. Since June 2026 they also include Searah, a 50/50 joint venture with Petronas that holds 19 gas assets in Indonesia and Malaysia.
• Global Gas & LNG Portfolio and Power (GGP): wholesale supply and trading of pipeline gas and LNG, international gas transport, and gas-fired power generation in Italy. The business aims to earn a steady margin from a portfolio of long-term contracts, transport and storage capacity, and a growing volume of LNG from Eni's own production.
• Enilive: biofuels made at the Venice and Gela biorefineries in Italy and through the Chalmette joint venture in the US, plus a network of service stations in Italy and other European countries. KKR owns 30% of Enilive.
• Plenitude: retail gas and power (about 10 million delivery points at the end of 2025), renewable generation and electric-vehicle charging. Plenitude was a subsidiary through 2025. On September 30, 2026, it became a jointly controlled, equity-accounted company in which Eni holds 65% (see the current-quarter section).
• Refining and Chemicals: fuel refining and wholesale marketing, and Versalis's base chemicals, plastics and elastomers, mostly in Italy and Europe. From January 1, 2026, Eni reports this segment as "Refining, Chemicals and Sites in transformation". The new unit reports the costs of preparing closed petrochemical sites (Brindisi, Priolo) and the Livorno refinery for conversion.
• Corporate and Other: head-office costs, Eni Rewind's environmental remediation, carbon capture and storage (CCS), and agri-feedstock projects.

Two models drive Eni's strategy:

• The "satellite" model. Eni places businesses in separately financed companies with outside partners. Those companies fund their own growth and pay dividends back to Eni. Examples are the regional upstream joint ventures, KKR's 30% stake in Enilive, Ares's investment in Plenitude, and Global Infrastructure Partners' 49.99% stake in Eni CCUS Holding.
• The "dual exploration" model. Eni sells down large working interests in its own discoveries early, which brings in cash before production starts. In 2025, Eni sold 30% of the Baleine oilfield off Côte d'Ivoire for net proceeds of $1.24 billion.

The 2026–2030 plan calls for about $32.77 billion of gross capital expenditure, most of it in upstream. Under the plan, production grows at around 3–4% a year through 2030, with LNG the largest single driver. Eni targets a ratio of net debt to equity plus net debt of 0.10–0.15 and net-zero emissions across its products and processes by 2050.

Proved reserves were 6,885 million barrels of oil equivalent (mmBOE) at December 31, 2025, up about 6% during the year. Of that total, 4,830 mmBOE was in subsidiaries and 2,055 mmBOE was Eni's share of equity-accounted companies. The all-sources reserve replacement ratio over 2023–2025 was 115%. About 84% of proved reserves are in non-OECD countries. About 60% are held under production-sharing agreements, where Eni's entitlement volumes fall as prices rise. About 73% of 2025 production came from offshore fields.

Risk factors

Source: Form 20-F for fiscal 2025, Item 3 (accession 0001554855-26-000390).

Eni's results depend mainly on the price of crude oil. Beyond that, its biggest exposures are geopolitical risk in the countries where its reserves sit, the structural decline of European refining and petrochemicals, and the energy transition. The main risks Eni discloses are these:

• Commodity prices, unhedged. Eni does not hedge future production from its reserves. Its E&P costs are largely fixed, so price moves pass almost directly into profit. The 14.5% fall in the average Brent price in 2025 cut E&P operating profit by an estimated $2.03 billion. For 2026, Eni estimates that each $1/bbl change in Brent moves operating cash flow by about $123.33 million. Because about 60% of reserves are under production-sharing agreements, higher prices also reduce Eni's entitlement volumes, by up to 1 kboe/d per $1/bbl change in Brent.
• Macroeconomic and geopolitical shocks. The filing cites the war involving the US, Israel and Iran that began in late February and early March 2026, which could disrupt oil and LNG flows from the Gulf. It also cites Russia's war in Ukraine, US trade disputes and high long-term interest rates, any of which could tip the world economy into a slowdown and cut demand for hydrocarbons.
• Russia. Eni still has long-term take-or-pay gas contracts with Gazprom. It has taken no gas under them for three years, has replaced Russian gas with other supply and wants to end the contracts. Exiting them may involve significant operational and financial risk. Eni's crude, gas, LNG and products trading also exposes it to the risk of breaching the evolving EU and US sanctions on Russia.
• Political exposure in producing countries. The filing names Libya, Venezuela and Egypt.
  • Libya: 155 kboe/d in 2025, about 10% of group production, in a country whose politics remain split between two rival governments.
  • Venezuela: PDVSA owed Eni about $2.3 billion in nominal overdue receivables at the end of 2025, carried at about $1.0 billion after loss provisions. The 2026 change of government may make that balance easier to collect.
  • Egypt: state buyers have paid late in the past, although the overdue balance was almost cleared in 2025.
• Structural weakness in downstream businesses. Global overcapacity, Asian competitors with lower costs and Europe's high energy costs weigh on refining and chemicals. In 2025, the refining business had an operating loss of $1.24 billion. The chemicals business had its fourth straight operating loss, of $1.58 billion, and an adjusted operating loss of $925.47 million. Eni's plan to close and convert plants depends on obtaining permits and avoiding cost overruns.
• Climate policy and the energy transition.
  • Carbon costs: in 2025, Eni accrued about $904 million for European Emissions Trading Scheme allowances covering 11.3 million tonnes of CO2.
  • Demand: electric vehicles, renewables and hydrogen could cause a structural fall in oil and gas demand.
  • Litigation: climate cases are spreading. NGOs and private citizens sued Eni in an Italian court in 2023.
  • Financing: investors and lenders are reducing their exposure to fossil fuels, which could raise Eni's cost of capital.
  • Physical risk: extreme weather can disrupt operations.
• Returns on low-carbon businesses. Margins in biofuels and renewable power may stay below historical oil and gas margins. Biofuels are exposed to oversupply and dumping. Outside investors in satellite companies take a growing share of dividends.
• Upstream execution and reserves.
  • Execution: exploration may fail, and projects can run late and over budget. A concentrated supplier base for vessels, rigs and services keeps costs high.
  • Undeveloped reserves: 44% of proved reserves were undeveloped at the end of 2025, with estimated future development and decommissioning costs of about $53.27 billion.
  • Reserve estimates: lower SEC reference prices removed 12 mmBOE in 2025. The standardized present value of proved reserves was about $50.45 billion at year-end, down from a year earlier.
• Windfall taxes. Oil prices above $100/bbl in 2026 brought political pressure in Europe. Eni says it cannot rule out new windfall taxes on the sector.
• Gas and power regulation.
  • Contract commitments: long-term take-or-pay supply contracts, mainly from Algeria and Norway, oblige Eni to buy minimum volumes.
  • Retail pricing: the Italian energy regulator can limit how much of a cost increase retail suppliers pass on to customers.
  • February 2026 decree: Italy's "Bollette" decree aims to narrow the gap between Italian (PSV) and Dutch (TTF) gas prices. It also raises a regional income-tax rate for energy companies by two percentage points for 2026–2027. Eni expects the overall effect to be not significant.
• Health, safety and environment. Eni is not insured against a disaster on the scale of Macondo. In December 2024, a fire at an Eni fuel depot killed five people, and insurance did not cover all the losses. Eni also faces strict-liability environmental claims at former industrial sites in Italy, along with anti-corruption proceedings, cyberattacks and data-protection rules.
• Currency and credit. Eni's statements are in euros, but its main E&P subsidiaries use the US dollar, and this translation exposure is not hedged. The euro's appreciation in 2025 reduced reported results by about $565 million and equity by about $7.53 billion. Eni's credit rating is also linked to Italy's sovereign rating.

Management's discussion: full-year 2025

Source: Form 20-F for fiscal 2025, Item 5 (accession 0001554855-26-000390).

Lower oil prices and a stronger euro drove Eni's 2025 results. Brent averaged $69.06/bbl against $80.76/bbl in 2024, and the average EUR/USD rate rose to 1.130 from 1.082. Management estimates that the lower oil price alone cut 2025 operating profit by $2.15 billion and operating cash flow by $1.81 billion. European gas prices were roughly flat, and chemicals margins fell further. Refining margins improved from the second half of the year, and biofuel margins recovered from their 2024 lows.

• Revenue and earnings. Sales from operations were $92.83 billion, compared with $96.08 billion in 2024 (down 3.4%). Adjusted operating profit (a non-GAAP measure) fell to $9.43 billion from $11.20 billion (down 15.8%).
  • E&P: the main driver, down about $1.92 billion on lower prices and the weaker dollar, partly offset by higher volumes and cost savings.
  • GGP and Power: up about $146.9 million, from optimizing the gas portfolio.
  • Enilive: up about $124.3 million, as biofuel margins and processed volumes recovered.
  • Chemicals and refining: chemicals lost $925.47 million on an adjusted basis, in line with 2024, and refining had a small adjusted loss.
• Net profit. Net profit attributable to shareholders was $2.95 billion, essentially flat in euro terms. Adjusted net profit was $5.64 billion, compared with $5.69 billion. The adjusted tax rate fell to 44% from 52% because more profit came from lower-tax jurisdictions and maturing exploration projects released tax benefits. Excluded special items included about $1.24 billion of E&P impairments, $632.8 million of environmental provisions and $339 million of risk provisions, mainly for an Italian Antitrust Authority case over retail biofuel sales.
• Cash and capital returns. Operating cash flow was $15.06 billion, which funded $9.72 billion of capital expenditure. Shareholders received $5.65 billion: $3.50 billion in dividends and $2.15 billion in buybacks. Portfolio deals brought in substantial cash: KKR's 30% stake in Enilive about $4.07 billion, Ares's 20% stake in Plenitude $2.26 billion, and the 30% Baleine stake $1.24 billion. The sales of minority stakes in Enilive and Plenitude were recorded in equity, not profit.
• Debt. Net borrowings excluding lease liabilities fell to $11.04 billion at year-end 2025 from $12.66 billion a year earlier. Gearing was 0.15, even though the weaker dollar reduced equity.
• Outlook at the time of filing. Eni planned 2026 on Brent at $70/bbl, with production growing in line with the five-year plan.

Current quarter: third quarter of 2026

Source: results release for the third quarter and nine months of 2026, Form 6-K (accession 0001104659-26-119043), except where noted.

Operating environment

The third quarter was far more favorable than a year earlier, largely because the Middle East conflict disrupted oil and products flows from the Gulf:

The release attributes the refining margin to tight supply of middle distillates as flows from the Middle East were disrupted. The closure of the Strait of Hormuz also cut Eni's refinery throughput outside Italy by 12%.

Group results

Profit before special items roughly doubled:

• Proforma adjusted EBIT was $6.90 billion, compared with $3.50 billion (up 97.2%). This is Eni's main non-GAAP profit measure: adjusted operating profit of subsidiaries plus Eni's share of the operating profit of its main joint ventures and associates.
• Adjusted net profit attributable to shareholders was $3.22 billion, compared with $1.46 billion (up 121.3%). The adjusted tax rate fell to 32% from 42% because more profit came from lower-tax upstream jurisdictions and Italian subsidiaries performed better.
• Reported net profit attributable to shareholders was $3.69 billion, compared with $937.90 million. It includes a gain of about $1.73 billion from remeasuring Eni's retained 65% stake in Plenitude at fair value when Eni gave up control. The gain is reported in discontinued operations.
• Sales from continuing operations were $29.52 billion, compared with $21.49 billion (up 37.3%).

Results by segment (proforma adjusted EBIT unless stated otherwise):

• E&P: $5.33 billion, compared with $3.08 billion (up 73.0%).
  • Production: 1,829 kboe/d, up 4%, or 7% excluding portfolio and price effects. Projects ramped up in Congo, Mexico, Norway and West Africa, and Searah contributed for the full quarter. The total includes 81 kboe/d linked to certain sanctioned joint-venture partners.
  • Mix and prices: liquids fell 2% to 845 kbbl/d, gas rose 10% to 5,148 mmcf/d, and the average realized price rose 33% to $69.31/boe.
  • Tax and exploration: the segment's tax rate fell to about 35% from 42%. Exploration discoveries in the first nine months totaled 1.23 billion boe.
• GGP: $468.46 million, compared with $325.87 million (up 43.8%), from portfolio optimization and capturing market volatility. Gas sales rose 16% to 10.68 billion cubic meters (bcm).
• Power: $43.74 million, compared with $78.26 million. The prior-year quarter included a one-off gain.
• Enilive: $471.91 million, compared with $272.14 million (up 73.4%). Adjusted EBITDA was $563.99 million. Biorefining margins were much stronger. Biofuel throughput fell 17% because planned shutdowns at Venice and Gela outweighed better output at Chalmette.
• Plenitude: $219.84 million, compared with $114.46 million. Part of the increase came from stopping depreciation in connection with the deconsolidation. Adjusted EBITDA fell to $234.80 million from $258.13 million on retail competition and weaker renewable power prices. The business ended the quarter with 10.8 million customers (helped by the acquisition of Acea Energia) and 6.1 GW of renewable capacity.
• Refining: $836.78 million (including the ADNOC Refining and Global Trading associate), compared with $157.68 million. Plants were more available, and the associate's export and trading activity recovered. Higher shipping costs and a narrower price gap between heavy and light crudes held the result back.
• Chemicals (Versalis): a loss of $204.88 million, compared with a loss of $219.58 million. Feedstock and energy costs rose faster than polymer prices, so margins fell below last year's already depressed levels. Restructuring and the plant closures made last year absorbed the impact.
• Sites in transformation: a loss of $88.63 million in operating costs at closed sites being prepared for conversion.

Special items excluded from adjusted results were net pre-tax charges of $1.85 billion in the quarter. The largest was a $1.50 billion charge for fair-value changes on GGP commodity derivatives that do not qualify for hedge accounting. Environmental provisions in refining and chemicals were another $260.13 million. Over nine months, E&P impairments reached $1.43 billion. Eni says these mainly reflect shifting capital away from later phases of marginal fields and downward revisions to reserves. Below operating profit, the nine-month figures also include a gain of about $2.32 billion from contributing Eni's Indonesian gas assets to Searah in June.

Cash flow and balance sheet

• Cash flow. Net cash from operations was $5.02 billion, compared with $3.60 billion. Adjusted operating cash flow before working capital, Eni's guidance measure, was $4.93 billion, compared with $3.85 billion (up 28.1%). Organic capital expenditure fell to $1.55 billion from $2.32 billion. Free cash flow on Eni's own definition (a non-GAAP measure) was $3.20 billion. Shareholders received $2.19 billion in the quarter: $920.8 million as the first tranche of the 2026 dividend and $1.27 billion in buybacks.
• Upstream infrastructure partnership. In the quarter, Eni received a $2 billion capital contribution from AC Europe II SCSp, an entity managed by Ares Credit Management that is backed by funds of Ares and PIMCO. In return, the partner shares in the future dividends of a portfolio of E&P infrastructure assets. Eni recorded the contribution in group equity. (Counterparty detail from the interim report as of June 30, 2026, accession 0001104659-26-091832.)
• Net borrowings. Net borrowings before lease liabilities (the ex-IFRS 16 basis) were $7.61 billion at September 30, 2026, compared with $11.20 billion at December 31, 2025. The annual report gave a lower figure for the same date, $11.04 billion, also excluding lease liabilities. The two calculations differ only in year-end cash: the annual report's cash included $166.99 million held at subsidiaries classified as held for sale, which was moved into Eni's central cash pool early in 2026, while the release's year-end cash figure is lower by that amount. The release does not comment on the difference. Deconsolidating Plenitude reduced net borrowings by about $3.12 billion. Gearing was 0.10, or 0.09 on a pro forma basis that includes the pending Indonesian sales. That is below the bottom of Eni's 0.10–0.15 target range and the lowest in the company's history.
• Equity and investments. Shareholders' equity including minority interests was $65.42 billion. The retained 65% stake in Plenitude was recorded at $7.72 billion and the 50% Searah stake at $5.56 billion, which together explain most of the rise in fixed assets.

Nine months to September 30, 2026

Organic capital expenditure was $5.87 billion, down 14% in euro terms. Shareholder distributions totaled $4.99 billion. Eni also issued a hybrid bond of $1.15 billion. Over the same period, Enilive and Plenitude together earned adjusted EBITDA of $2.09 billion, up 20% in euro terms.

Portfolio moves in the quarter

• Plenitude deconsolidated. Eni and Ares completed a non-proportional capital increase of $1.77 billion, with Eni subscribing 30% and Ares the rest. The deal took effect on September 30. It reduced Eni's stake to 65% and gave Eni and Ares joint control. The transaction valued Plenitude's equity at $12.26 billion before the new money and its enterprise value at $14.76 billion. Plenitude's assets and liabilities left Eni's balance sheet, and the retained stake is now equity-accounted.
• Junín 5, Venezuela. In September, Eni signed a 25-year production contract with PDVSA that makes Eni the exclusive operator of the Junín 5 heavy-oil field. The field holds 35 billion barrels of certified oil in place and currently produces about 12 kbbl/d. Together with an agreement to export gas from the Perla field, this gives Eni access to about 5.5 billion boe of recoverable resources.
• Baleine. In September, Eni completed the sale of a further 10% of the Baleine project in Côte d'Ivoire to SOCAR. The release does not give the price.
• OIL! Tankstellen (signed; completion not reported). In July, Enilive, through its subsidiary Enilive Deutschland, signed a binding agreement with Prax to acquire 100% of OIL! Tankstellen, which would add about 320 service stations in Germany, Denmark, Austria and Switzerland to Enilive's network. The second-quarter release said completion was subject to regulatory approval; the third-quarter release does not say whether it has completed. The second-quarter release does not give the price. (Second-quarter results release, Form 6-K accession 0001174947-26-000742, Strategic developments.)
• Mercuria trading joint venture (signed; completion not reported). In July, Eni signed an agreement with Mercuria to set up a global trading joint venture, owned equally by the two companies. It is to operate independently and will not be consolidated, trading commodities including oil, biofuels, gas and LNG through a holding structure with international trading hubs. (Same release, Strategic developments.)
• New exploration acreage. Eni became operator of offshore block OFF-5 in Uruguay with a 50% stake and signed an agreement for an adjacent block. It was also awarded the Sapukala block in Indonesia's Kutei Basin with a 100% interest.
• Argentina LNG. The project led by YPF, Eni and XRG applied for Argentina's large-investment incentive regime (RIGI). The project targets an initial 12 million tonnes per year of LNG exports, with a final investment decision expected around the end of 2026.

2026 outlook

Eni raised its full-year guidance with the third-quarter results:

• Production: underlying growth raised to 6–7%.
• GGP: proforma adjusted EBIT of about $1.68 billion, roughly 50% above the initial guidance.
• Enilive and Plenitude: Enilive proforma adjusted EBITDA raised to $1.57 billion. Plenitude EBITDA is expected at about $1.35 billion.
• Capacity: renewable capacity of 6.5 GW at year-end. A further 0.5 million tonnes a year of biorefining capacity should reach mechanical completion at year-end.
• Cash flow: adjusted operating cash flow of $18.5 billion. This assumes Brent at $95/bbl, a SERM of $18/bbl, TTF gas at €55/MWh and EUR/USD at 1.15. Eni says this includes an underlying improvement of $1.35 billion beyond what its price sensitivities explain.
• Capital expenditure: gross capex of $7.85 billion and net capex below $5.05 billion. Gearing is expected at the bottom of the 0.10–0.15 range.
• Sensitivities: each $1/bbl change in Brent moves operating cash flow by about $123.33 million, each $1/bbl change in SERM by about $89.70 million, and each €1/MWh change in European gas prices by about $33.64 million.
• Shareholder distributions:
  • Extraordinary dividend: the Board declared $1.03 per ADS, about $1.46 billion in total.
  • Buyback: raised to $4.26 billion, up 12% from the level set last quarter and almost three times the initial guidance.
  • Ordinary dividend: confirmed at $2.47 per ADS for 2026, up 5% in euro terms.
  • Payout policy: Eni returns 60% of operating cash flow above its $12.89 billion budget to shareholders, up to Brent at $90/bbl. It pays out 100% of the upside as an extraordinary dividend when the full-year Brent forecast is above $90/bbl, and also where gas prices and refining margins exceed plan assumptions by more than 50%.

Subsequent events

Source: results release for the third quarter and nine months of 2026, Form 6-K (accession 0001104659-26-119043). The release is dated October 23, 2026, and covers events after the September 30, 2026 balance-sheet date.

• Indonesian farm-downs. In October, Eni signed binding agreements to sell interests in Indonesian upstream assets operated by Searah. Pertamina, Indonesia's national energy company, would buy 10% of the East Sepinggan, North Ganal and Rapak production-sharing contracts. Medco would buy 10% of the West Ganal, East Ganal, Ganal and Muara Bakau contracts. The assets include the Northern and Southern hub developments and the Geliga discovery. The release does not give the prices. Both sales need government and regulatory approval. The 0.09 pro forma gearing reported for September 30 already includes them.
• Plenitude closing. The Plenitude ownership reorganization with Ares and Energy Infrastructure Partners closed in October, effective from September 30, 2026.
• Dividends declared on October 22, 2026.
  • Second tranche of the 2026 dividend: $0.61 per ADS. The shares go ex-dividend on November 23 and the dividend is paid on November 25, 2026. ADS holders of record on November 24 are paid on December 7, 2026.
  • Extraordinary dividend: $1.03 per ADS. The shares go ex-dividend on December 7 and the dividend is paid on December 9, 2026. ADS holders of record on December 8 are paid on January 8, 2027.
• Buyback progress. The program authorized by shareholders on May 6, 2026 runs through April 2027. Under it, Eni had bought about 85 million shares for $2.19 billion by October 16, 2026, against the raised plan of $4.26 billion.
• Projects completed in October.
  • Liverpool Bay CCS: Eni's CCUS Holding installed the Douglas CCS platform for the Liverpool Bay project, the CO2 transport and storage backbone of the UK's HyNet cluster.
  • Bouri, Libya: the Bouri Gas Utilization Project was completed. It recovers associated gas for the domestic market and is expected to cut emissions by about 1.5 million tonnes of CO2 a year.
• "Eni for Italy" price relief.
  • Enilive fuel price cap: from September 28, Enilive capped fuel prices at its stations for an initial 30 days, with a possible extension to year-end.
  • Agricultural and fishing discount: in October, Eni extended a 20% discount on fuel for the agricultural and fishing sectors through October 31, also with a possible extension.
  • Plenitude discount: from October 1, Plenitude offered a 30% discount on the raw-material component of electricity and gas, fixed for two years, on contracts signed by October 24. Plenitude absorbs the higher raw-material costs.

Filings that contain financial statements

• Form 6-K filed 2026-10-27, accession 0001104659-26-119043 (period ended 2026-09-30). Third quarter and nine months 2026 results press release, with the group profit and loss account, balance sheet, cash flow statement and the summarized (reclassified) balance sheet and net borrowings tables, plus segment results and non-GAAP reconciliations. This is the interim financial source for the quarter.
• Form 6-K filed 2026-08-06, accession 0001104659-26-091832 (period ended 2026-06-30). Interim Consolidated Report as of June 30, 2026, with the half-year financial statements and notes.
• Form 6-K filed 2026-08-04, accession 0001174947-26-000742 (second quarter and first half 2026). Results press release with the profit and loss account, balance sheet and cash flow tables for the quarter and half year.

The other 6-Ks in the period are weekly treasury-share purchase reports and carry no financial statements.

Third quarter and nine months 2026 results (6-K filed 2026-10-27, accession 0001104659-26-119043)

• Quarter ended 2026-09-30. Proforma adjusted EBIT was $6.90 billion, up 97.2% in US dollar terms from $3.50 billion a year earlier (up 100% in euros). Adjusted net profit was $3.22 billion, up 121.3% in US dollar terms from $1.46 billion. Net profit attributable to Eni shareholders was $3.69 billion against $937.90 million.
• Nine months: net profit attributable to Eni shareholders was $8.82 billion. Net cash provided by operating activities was $11.68 billion.
• Cash flow from operations before working capital at replacement cost was $4.93 billion in the quarter, funding organic capital expenditure that fell 32% in euro terms.
• E&P proforma adjusted EBIT was $5.33 billion in the quarter, up 76% in euro terms. Hydrocarbon production averaged 1.83 million boe/d, up 4% reported and 7% underlying (net of portfolio and price effects).
• Net borrowings before lease liabilities were $7.61 billion at 2026-09-30, down from the prior quarter and the start of the year; proforma gearing was 9%, below the low end of the 10-15% guided range. Part of the reduction is from the Plenitude deconsolidation (below).
• Special items: nine-month E&P net charges included impairment of oil and gas properties of $1.43 billion, attributed to reprioritizing capital away from marginal projects plus downward reserve revisions. Below operating profit the company booked a gain of about $2.32 billion on contributing Indonesian gas assets to the Searah joint venture with Petronas (June 2026) and a gain of about $1.73 billion on remeasuring the retained Plenitude stake, reported in discontinued operations.

Guidance and shareholder returns

• Outlook raised (2026-10-23 release). Underlying oil and gas production growth for 2026 is raised to 6-7% (from around 5% in the July release, and 3-4% before that). Global Gas & LNG Portfolio adjusted proforma EBIT is guided to around $1.68 billion. Enilive proforma adjusted EBITDA is raised to $1.57 billion; Plenitude EBITDA is expected at around $1.35 billion. Adjusted operating cash flow is now expected at $18.5 billion (at a Brent assumption of $95 per barrel), gross capex confirmed at $7.85 billion, net capex below $5.05 billion, and proforma gearing at the bottom of the 10-15% range.
• Extraordinary dividend. The board resolved an extraordinary dividend of about $0.52 per share (about $1.46 billion in total), payable 2026-12-09 (ex-dividend 2026-12-07, record 2026-12-08). ADS holders receive about $1.03 per ADS (at the rate of 2026-10-22), payable 2027-01-08; each ADS represents two shares.
• Buyback raised. The 2026 share repurchase plan is raised to $4.26 billion, up 12% from $3.88 billion set in the July release. The program was authorized by the shareholders' meeting of 2026-05-06 for up to about $4.70 billion through April 2027. Through 2026-10-16 about 85 million shares (2.82% of share capital) had been purchased for $2.19 billion, per the weekly report filed 2026-10-21 (accession 0001174947-26-000921). Weekly purchase reports were filed throughout August to October (for example accessions 0001174947-26-000749, 0001104659-26-101096, 0001174947-26-000909).
• Ordinary dividend. The planned 2026 ordinary distribution of about $2.47 per ADS is confirmed, paid in four tranches of about $0.61 per ADS. The first tranche was approved 2026-07-28 (accession 0001174947-26-000742), paid 2026-09-23, with ADS payment on 2026-10-07. The second tranche was approved 2026-10-22 (accession 0001104659-26-119043), ex-dividend 2026-11-23, payable 2026-11-25, with ADS payment on 2026-12-07.

Portfolio and M&A

• Plenitude: closed. Effective 2026-09-30, Eni, Ares and Energy Infrastructure Partners closed a non-proportional capital increase of $1.77 billion at Plenitude, subscribed 30% by Eni, diluting Eni from 70% to 65%. The new governance gives Eni and Ares joint control, so Eni lost control and derecognized Plenitude's assets and liabilities from its consolidated accounts at that date. The transaction implied a pre-money equity value of about $12.26 billion and an enterprise value of $14.76 billion. Plenitude is accounted for as an equity-method joint venture going forward. Eni reports about $3.12 billion of net borrowings relief from the deconsolidation. (Accession 0001104659-26-119043.)
• Upstream infrastructure partnership: closed. The 6-K reports a long-term partnership agreement with private equity investors on an infrastructure-based E&P portfolio, for a $2 billion capital contribution, closed, cashed in the third quarter and recognized in group equity (accession 0001104659-26-119043). The $2 billion amount was earlier described as "to be cashed-in the third quarter" in the June 30 interim report note 35 (accession 0001104659-26-091832) and the July release (accession 0001174947-26-000742), which also named the counterparty as AC Europe II SCSp, managed by Ares Credit Management, with commitments from Ares and PIMCO funds.
• Baleine stake sale: completed. In September 2026 Eni completed the sale of a 10% interest in the Baleine project, Cote d'Ivoire, to SOCAR. (Accession 0001104659-26-119043.)
• Kutei Basin farm-outs: signed, not closed. In October 2026 Eni signed binding agreements to sell a 10% interest in the East Sepinggan, North Ganal and Rapak PSCs to Pertamina and a 10% interest in the West Ganal, East Ganal, Ganal and Muara Bakau PSCs to Medco. Completion of both is subject to governmental and regulatory approvals. (Accession 0001104659-26-119043.)
• Searah joint venture with Petronas: closed in June 2026. A 50/50 joint venture combining Indonesian and Malaysian gas assets was established after regulatory approvals; it contributed a full quarter to third-quarter production. (Accession 0001104659-26-091832, interim report; 0001104659-26-119043.)
• Venezuela Junin 5: signed. In September 2026 Eni signed the production participation contract (25 years, extendable) making it exclusive operator of the Junin 5 heavy-oil field, which holds 35 billion barrels of certified oil in place and produces about 12 thousand barrels per day. Eni also signed arrangements with PDVSA to export gas from the Perla field. (Accession 0001104659-26-119043.)
• Argentina LNG. The YPF, Eni and XRG integrated LNG project applied in August 2026 for Argentina's large-investment incentive regime (RIGI); a final investment decision is targeted around the end of 2026. Eni also entered the OFF-5 exploration block offshore Uruguay as operator with 50%. (Accession 0001104659-26-119043.)
• Items agreed in the July release and not reported as closed in filings through October 27, 2026: an agreement to acquire upstream interests in Argentina to supply floating LNG; Enilive's agreement to acquire a network of 320 OIL!-branded service stations from Prax; and a trading joint venture with Mercuria. The October release does not state that these closed. (Accession 0001174947-26-000742.)
• Final investment decisions (July release): Baleine Phase 3 (Cote d'Ivoire), the Greater PAJ project (Angola) and the Cronos gas project (Cyprus). (Accession 0001174947-26-000742.)

Earlier in the period: second quarter 2026 (6-K filed 2026-08-04, accession 0001174947-26-000742)

• Second-quarter proforma adjusted EBIT was $6.25 billion, about double the prior year; cash flow from operations before working capital was $5.20 billion. Underlying production grew 11%, and the company raised 2026 production growth guidance to around 5% and the buyback to $3.88 billion.

About this file

E annual income statement, balance sheet and cash flow

Taken from the SEC filings, converted to US dollars and normalized to actual dollars.

• Accounting basis. audited IFRS consolidated financial statements, Form 20-F for fiscal year 2025
• Conversion: average source, FY2025. Eni FY2025 Form 20-F (accession 0001554855-26-000390), trading environment table, 'Average EUR/USD exchange rate' 2025: 1.130 US dollars per euro (source: ECB), applied as its reciprocal in euros per US dollar
• Conversion: average source, FY2024. Eni FY2025 Form 20-F (accession 0001554855-26-000390), trading environment table, 'Average EUR/USD exchange rate' 2024: 1.082 US dollars per euro (source: ECB), applied as its reciprocal in euros per US dollar
• Conversion: average source, FY2023. Eni FY2025 Form 20-F (accession 0001554855-26-000390), trading environment table, 'Average EUR/USD exchange rate' 2023: 1.081 US dollars per euro (source: ECB), applied as its reciprocal in euros per US dollar
• Conversion: closing source, FY2025. Eni third quarter and nine months 2026 results, Form 6-K (accession 0001104659-26-119043): 'the period-end exchange rate of EUR vs. USD was 1.135 down by 3% compared to 1.176 as of December 31, 2025' - 1.176 US dollars per euro at December 31, 2025, applied as its reciprocal in euros per US dollar
• Conversion: closing source, FY2024. Eni FY2025 Form 20-F (accession 0001554855-26-000390), note 1 currency table '(currency amount for 1 EUR)', U.S. Dollar 'Exchange rate at December 31, 2024': 1.04 US dollars per euro (printed to two decimals), applied as its reciprocal in euros per US dollar

E quarterly income statement, balance sheet and cash flow

Taken from the SEC filings, converted to US dollars and normalized to actual dollars.

• Accounting basis. unaudited IFRS consolidated results for the third quarter and nine months of 2026, furnished on Form 6-K; Plenitude presented as a discontinued operation
• Conversion: average source, Q3 2026. Eni third quarter and nine months 2026 results, Form 6-K (accession 0001104659-26-119043), trading environment table, 'Average EUR/USD exchange rate' third quarter 2026: 1.151 US dollars per euro, applied as its reciprocal in euros per US dollar
• Conversion: average source, Q2 2026. Eni third quarter and nine months 2026 results, Form 6-K (accession 0001104659-26-119043), trading environment table, 'Average EUR/USD exchange rate' second quarter 2026: 1.163 US dollars per euro, applied as its reciprocal in euros per US dollar
• Conversion: average source, Q3 2025. Eni third quarter and nine months 2026 results, Form 6-K (accession 0001104659-26-119043), trading environment table, 'Average EUR/USD exchange rate' third quarter 2025: 1.168 US dollars per euro, applied as its reciprocal in euros per US dollar
• Conversion: closing source, Q3 2026. Eni third quarter and nine months 2026 results, Form 6-K (accession 0001104659-26-119043): 'the period-end exchange rate of EUR vs. USD was 1.135 down by 3% compared to 1.176 as of December 31, 2025' - 1.135 US dollars per euro at September 30, 2026, applied as its reciprocal in euros per US dollar

E year-to-date income statement and cash flow

Taken from the SEC filings, converted to US dollars and normalized to actual dollars.

• Accounting basis. unaudited IFRS consolidated results for the third quarter and nine months of 2026, furnished on Form 6-K; Plenitude presented as a discontinued operation
• Conversion: average source, Nine months 2026 (January 1 to September 30, 2026). Eni third quarter and nine months 2026 results, Form 6-K (accession 0001104659-26-119043), trading environment table, 'Average EUR/USD exchange rate' nine months 2026: 1.161 US dollars per euro, applied as its reciprocal in euros per US dollar
• Conversion: average source, Nine months 2025 (January 1 to September 30, 2025). Eni third quarter and nine months 2026 results, Form 6-K (accession 0001104659-26-119043), trading environment table, 'Average EUR/USD exchange rate' nine months 2025: 1.119 US dollars per euro, applied as its reciprocal in euros per US dollar

E trailing twelve month income statement and cash flow

Derived by AI from the figures the filings report. No filing prints these, so none of them is linked.

• Derivation. FY2025 (Form 20-F) plus nine months 2026 less nine months 2025 (both from the third quarter 2026 results 6-K), computed in euros and then converted to US dollars at the average euro/dollar rate for the twelve months. Only items whose basis is the same in both filings are included: total net profit, profit attributable to Eni's shareholders and the cash flow statement, which covers the whole group in both filings.
• Conversion: average source. FRED DEXUSEU, average of 250 daily rates 2025-10-01 to 2026-09-30

Adjustments

Notes

• Sources: the three fiscal years (2023, 2024 and 2025) come from Eni's FY2025 Form 20-F (accession 0001554855-26-000390), which prints three years of income statement and cash flow and two year-end balance sheets, so FY2023 carries no balance sheet. The quarters (Q3 2026, Q2 2026 and Q3 2025), the nine-month periods and the September 30, 2026 balance sheet come from Eni's third quarter and nine months 2026 results, furnished on Form 6-K (accession 0001104659-26-119043). Eni states that this release is unaudited.
• Plenitude is a discontinued operation in the 2026 quarterly figures. In the third quarter of 2026 Eni completed its agreement with Ares to share control of Plenitude, its retail and renewables business, diluting Eni's stake from 70% to 65%; Plenitude was deconsolidated at the end of September 2026, and Eni's retained 65% stake is now an equity-accounted investment. The Q3 2026 release therefore reports Plenitude's results as discontinued operations in every income statement column it prints, including re-presented Q2 2026, Q3 2025 and nine months 2025 figures. As a result, every quarterly and nine-month line above net profit (sales, revenues, costs, operating profit, pre-tax profit, income taxes) excludes Plenitude, while the FY2023-FY2025 annual figures, taken from the 20-F, still include it. Total net profit and its split between Eni's shareholders and non-controlling interests are on the same basis in both filings. The Q3 2025 and nine months 2025 figures above net profit are therefore not the figures Eni first published for those periods.
• Net profit is shown in three forms where the filing prints them: net_profit_continuing_operations and net_profit_discontinued_operations (quarterly and nine-month periods only), their total net_profit, and the total split into net_profit_attributable_to_eni_shareholders and net_profit_attributable_to_non_controlling_interest. The 20-F has no discontinued operations, so its PROFIT line is recorded as net_profit.
• Earnings per share: Eni deducts the remuneration of its perpetual subordinated (hybrid) bonds, net of tax, from profit attributable to its shareholders before dividing by the share count, and for diluted earnings per share adds back the remuneration of its sustainability-linked convertible bond. Diluted EPS is therefore a little lower than profit attributable to Eni's shareholders divided by diluted shares. For the annual periods the 20-F (note 34) prints the profit actually used, recorded here as net_income_for_basic_eps and net_income_for_diluted_eps: for 2025, €2,402 million over 3,088,079,988 diluted shares gives the €0.78 Eni reports. The quarterly release prints the resulting EPS and share counts but not the adjusted profit figures.
• diluted_eps_continuing_operations (quarterly and nine-month periods) is Eni's diluted net profit per share from continuing operations attributable to its shareholders, which excludes Plenitude. It is negative for nine months 2025 (€(0.07) per share).
• Weighted average share counts in the quarterly release are printed in millions to one decimal place (for example 2,952.2 million diluted shares for Q3 2026) and are recorded in shares; the 20-F prints exact counts.
• capex is the sum of the cash flow statement's purchases of tangible assets and of intangible assets, shown as negative outflows as the statement prints them; free_cash_flow is operating cash flow less that capex. Both differ from measures Eni reports itself. Eni's 'capital expenditure' (€1,415 million for Q3 2026 and €5,423 million for nine months 2026) leaves out purchases from suppliers whose payment terms are classified as financing payables, and it is not a line of the IFRS cash flow statement. Eni's own 'free cash flow' (€2,781 million for Q3 2026) starts from that capital expenditure, also deducts investments and acquisitions, and adds disposals and other investing cash flows; this record's definition gives €2,598 million for Q3 2026. For nine months 2026 both definitions happen to come to €3,654 million.
• total_debt is short-term debt plus the current portion of long-term debt plus long-term debt as the balance sheet prints them. It excludes lease liabilities, which are shown separately as current_lease_liabilities and long_term_lease_liabilities, and it is gross debt, not Eni's net borrowings measure, which deducts cash and certain financial assets.
• Cash and cash equivalents on the balance sheet (€11,767 million at September 30, 2026; €8,100 million at December 31, 2025) differ from the cash flow statement's end-of-period cash (€11,772 million and €8,421 million) because the cash flow statement also counts cash held by subsidiaries classified as held for sale (€321 million at December 31, 2025, according to the 20-F).
• The December 31, 2025 balance sheet is printed in both the 20-F and the Q3 2026 release with identical figures; it is recorded once, in FY2025. The September 30, 2026 balance sheet is recorded in the Q3 2026 quarter. It reflects the deconsolidation of Plenitude: equity-accounted investments rose to €24,362 million from €13,155 million, and non-controlling interest fell to €3,132 million from €4,847 million.
• Periods these two filings do not print are not included: Q1 2026, and balance sheets at June 30, 2026 and September 30, 2025.
• The trailing twelve months to September 30, 2026 is derived (FY2025 plus nine months 2026 less nine months 2025) and holds only items that are on the same basis in both filings: total net profit, profit attributable to Eni's shareholders and the cash flow statement, which covers the whole group in both.

Uncertainties

• The FY2024 balance sheet is converted at the December 31, 2024 rate as the 20-F prints it, to two decimals (1.04 US dollars per euro). Converted balances for that date may therefore differ by up to about half a percent from a conversion at a more precise rate.
• The trailing-twelve-month figures combine the 20-F's FY2025, which includes Plenitude in operating results, with nine-month figures from the Q3 2026 release. Only total net profit, its attribution and the cash flow lines are on the same basis in both, so no revenue or operating profit is given for that period. Its euro-to-dollar rate comes from Federal Reserve daily rates, not from Eni.
• The quarterly and nine-month figures come from an unaudited results release, and the 2025 comparatives in it are re-presented for the Plenitude discontinued operation. Eni's later interim or annual reports could revise them.

Company details

Fiscal period

Source filings