SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March 2025
Eni S.p.A.
(Exact name of Registrant as specified in its charter)
Piazzale Enrico Mattei 1 - 00144 Rome, Italy
(Address of principal executive offices)
_________________________
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
_________________________
(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2b under the Securities Exchange Act of 1934.)
Yes __No X
(If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): )
Table of contents
| · | Eni: 2024 Consolidated Financial Statements and Draft Financial Statements of the Parent Company |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorised.
| Eni S.p.A. | |
| /s/ Paola Mariani | |
| Name: Paola Mariani | |
| Title: Head of Corporate | |
| Secretary’s Staff Office |
Date: March 18, 2025
Eni: 2024 Consolidated Financial Statements
and Draft Financial Statements of the Parent Company
San Donato Milanese, March 18, 2025 - Today, the Board of Directors, chaired by Giuseppe Zafarana, approved the 2024 Eni’s Annual Report prepared according to article No. 154-ter of the Italian comprehensive code for exchanges and securities. Consolidated net profit attributable to Eni’s shareholders amounted to €2,624 million.
The Italian version of Eni’s 2024 Annual Report has been prepared in accordance with the European provisions on the standardization of financial languages (ESEF – European Single Electronic Format regulation).
The separate draft financial statements of the parent company for the year ending December 31, 2024, reported a net profit of €6,419 million. The 2024 IFRS consolidated statements and the separate statements of the parent company Eni SpA are enclosed herein.
The fourth instalment of the dividend for the fiscal year 2024 will be resolved by the Board of Directors at its meeting scheduled on April 3, 2025, being the payment date May 21, 2025, the ex-dividend date May 19, 2025, and the record date May 20, 2025.
The 2024 Annual Report (Italian version), in accordance with Article 154-ter of the Italian comprehensive code for exchanges and securities, has been handed to the Board of Statutory Auditors and the Independent Auditors. The Report will be made available to the public within the first ten days of April, at the Company’s registered office, on the company's website, eni.com and in the other manner provided for by current legislation together with the reports of the Board of Statutory Auditors and the Independent Auditors. On the same day, an Annual Report on Form 20-F will be filed with the U.S. SEC.
The Board of Directors approved the Sustainability Statement prepared in conformity with the Italian Legislative Decree No. 125/2024 and included in the management discussion of the 2024 Annual Report, as well as the Report on Corporate Governance and Shareholding Structure and the Remuneration Report prepared according to article No. 123-bis and 123-ter of the Italian comprehensive code for exchanges and securities, respectively. These reports will be made available at the Company's headquarters and published on Eni’s website, in the “Publications” section and in accordance with current regulation, together with the 2024 Annual Report on Form 20-F.
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* * *
Francesco Esposito, in his position as Eni’s manager responsible for the preparation of the Company’s financial reports, certifies pursuant to rule 154-bis paragraph 2 of Legislative Decree No. 58/1998, that data and information disclosed in this press release correspond to the Company’s evidence and accounting books and records.
* * *
Company Contacts
Press Office: Tel. +39.0252031875 – +39.0659822030
Freephone for shareholders (from Italy): 800940924
Freephone for shareholders (from abroad): +80011223456
Switchboard: +39-0659821
Web site: www.eni.com
* * *
| Eni |
Società per Azioni Roma, Piazzale Enrico Mattei, 1
Share capital: €4,005,358,876 fully paid
Tax identification number 00484960588
Tel.: +39 0659821 - Fax: +39 0659822141
This press release is also available on the Eni web site eni.com.
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Attachments
IFRS Consolidated Financial Statements
PROFIT AND LOSS ACCOUNT
| Full Year | ||
| (€ million) | 2024 | 2023 |
| Sales from operations | 88,797 | 93,717 |
| Other income and revenues | 2,417 | 1,099 |
| Total revenues | 91,214 | 94,816 |
| Purchases, services and other | (71,114) | (73,836) |
| Impairment reversals (impairment losses) of trade and other receivables, net | (168) | (249) |
| Payroll and related costs | (3,262) | (3,136) |
| Other operating (expense) income | (352) | 478 |
| Depreciation, Depletion and Amortization | (7,600) | (7,479) |
| Impairment reversals (impairment losses) of tangible, intangible and right of use assets, net | (2,900) | (1,802) |
| Write-off of tangible and intangible assets | (580) | (535) |
| OPERATING PROFIT (LOSS) | 5,238 | 8,257 |
| Finance income | 7,715 | 7,417 |
| Finance expense | (8,980) | (8,113) |
| Net finance income (expense) from financial assets measured at fair value through profit or loss | 388 | 284 |
| Derivative financial instruments | 278 | (61) |
| FINANCE INCOME (EXPENSE) | (599) | (473) |
| Share of profit (loss) of equity-accounted investments | 866 | 1,336 |
| Other gain (loss) from investments | 984 | 1,108 |
| INCOME (EXPENSE) FROM INVESTMENTS | 1,850 | 2,444 |
| PROFIT (LOSS) BEFORE INCOME TAXES | 6,489 | 10,228 |
| Income taxes | (3,725) | (5,368) |
| NET PROFIT (LOSS) | 2,764 | 4,860 |
| attributable to: | ||
| - Eni's shareholders | 2,624 | 4,771 |
| - Non-controlling interest | 140 | 89 |
| Earnings per share (€ per share) | ||
| - basic | 0.79 | 1.41 |
| - diluted | 0.78 | 1.40 |
| Weighted average number of shares outstanding (million) | ||
| - basic | 3,167.0 | 3,303.8 |
| - diluted | 3,230.4 | 3,327.1 |
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BALANCE SHEET
| (€ million) | ||
| Dec. 31, 2024 | Dec. 31, 2023 | |
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | 8,183 | 10,193 |
| Financial assets measured at fair value through profit or loss | 6,797 | 6,782 |
| Other financial assets | 1,085 | 896 |
| Trade and other receivables | 16,901 | 16,551 |
| Inventories | 6,259 | 6,186 |
| Income tax assets | 695 | 460 |
| Other assets | 3,662 | 5,637 |
| 43,582 | 46,705 | |
| Non-current assets | ||
| Property, plant and equipment | 59,864 | 56,299 |
| Right of use assets | 5,822 | 4,834 |
| Intangible assets | 6,434 | 6,379 |
| Inventory - compulsory stock | 1,595 | 1,576 |
| Equity-accounted investments | 14,150 | 12,630 |
| Other investments | 1,395 | 1,256 |
| Other financial assets | 3,215 | 2,301 |
| Deferred tax assets | 6,322 | 4,482 |
| Income tax assets | 129 | 142 |
| Other assets | 4,011 | 3,393 |
| 102,937 | 93,292 | |
| Assets held for sale | 420 | 2,609 |
| TOTAL ASSETS | 146,939 | 142,606 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Current liabilities | ||
| Short-term debt | 4,238 | 4,092 |
| Current portion of long-term debt | 4,582 | 2,921 |
| Current portion of long-term lease liabilities | 1,279 | 1,128 |
| Trade and other payables | 22,092 | 20,654 |
| Income taxes payable | 587 | 1,685 |
| Other liabilities | 5,049 | 5,579 |
| 37,827 | 36,059 | |
| Non-current liabilities | ||
| Long-term debt | 21,570 | 21,716 |
| Long-term lease liabilities | 5,174 | 4,208 |
| Provisions for contingencies | 15,774 | 15,533 |
| Provisions for employee benefits | 681 | 748 |
| Deferred tax liabilities | 5,581 | 4,702 |
| Income taxes payable | 40 | 38 |
| Other liabilities | 4,449 | 4,096 |
| 53,269 | 51,041 | |
| Liabilities directly associated with assets held for sale | 195 | 1,862 |
| TOTAL LIABILITIES | 91,291 | 88,962 |
| Share capital | 4,005 | 4,005 |
| Retained earnings | 32,403 | 32,988 |
| Cumulative currency translation differences | 8,230 | 5,238 |
| Other reserves and equity instruments | 8,406 | 8,515 |
| Treasury shares | (2,883) | (2,333) |
| Net profit (loss) | 2,624 | 4,771 |
| Total Eni shareholders' equity | 52,785 | 53,184 |
| Non-controlling interest | 2,863 | 460 |
| TOTAL SHAREHOLDERS' EQUITY | 55,648 | 53,644 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 146,939 | 142,606 |
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CASH FLOW STATEMENT
| Full Year | |||
| (€ million) | 2024 | 2023 | |
| Profit (loss) | 2,764 | 4,860 | |
| Adjustments to reconcile profit (loss) to net cash provided by operating activities: | |||
| Depreciation and amortization | 7,600 | 7,479 | |
| Impairment losses (impairment reversals) of tangible, intangible and right of use, net | 2,900 | 1,802 | |
| Write-off of tangible and intangible assets | 580 | 535 | |
| Share of (profit) loss of equity-accounted investments | (866) | (1,336) | |
| Gains on disposal of assets, net | (601) | (441) | |
| Dividend income | (227) | (255) | |
| Interest income | (497) | (517) | |
| Interest expense | 1,245 | 1,000 | |
| Income taxes | 3,725 | 5,368 | |
| Other changes | (158) | (700) | |
| Cash flow from changes in working capital | 1,286 | 1,811 | |
| - inventories | 68 | 1,792 | |
| - trade receivables | 1,145 | 3,322 | |
| - trade payables | 110 | (4,823) | |
| - provisions for contingencies | (87) | 97 | |
| - other assets and liabilities | 50 | 1,423 | |
| Net change in the provisions for employee benefits | (105) | 1 | |
| Dividends received | 1,946 | 2,255 | |
| Interest received | 456 | 459 | |
| Interest paid | (1,130) | (919) | |
| Income taxes paid, net of tax receivables received | (5,826) | (6,283) | |
| Net cash provided by operating activities | 13,092 | 15,119 | |
| Cash flow from investing activities | (11,782) | (12,404) | |
| - tangible assets | (7,999) | (8,739) | |
| - prepaid right of use | (5) | ||
| - intangible assets | (486) | (476) | |
| - consolidated subsidiaries and businesses net of cash and cash equivalent acquired | (1,795) | (1,277) | |
| - investments | (798) | (1,315) | |
| - securities and financing receivables held for operating purposes | (185) | (388) | |
| - change in payables in relation to investing activities | (514) | (209) | |
| Cash flow from disposals | 2,496 | 845 | |
| - tangible assets | 1,354 | 122 | |
| - intangible assets | 21 | 32 | |
| - consolidated subsidiaries and businesses net of cash and cash equivalent disposed of | 887 | 395 | |
| - investments | 526 | 47 | |
| - securities and financing receivables held for operating purposes | 69 | 32 | |
| - change in receivables in relation to disposals | (361) | 217 | |
| Net change in receivables and securities not held for operating purposes | (531) | 2,194 | |
| Net cash used in investing activities | (9,817) | (9,365) | |
5
(continued) CASH FLOW STATEMENT
| Full Year | |||
| (€ million) | 2024 | 2023 | |
| Increase in long-term financial debt | 3,516 | 4,971 | |
| Repayments of long-term financial debt | (4,748) | (3,161) | |
| Payments of lease liabilities | (1,205) | (963) | |
| Increase (decrease) in short-term financial debt | (61) | (1,495) | |
| Dividends paid to Eni's shareholders | (3,068) | (3,046) | |
| Dividends paid to non-controlling interests | (45) | (36) | |
| Capital contribution by non-controlling interests | 589 | (16) | |
| Sale (purchase) of additional interests in consolidated subsidiaries | (60) | ||
| Other contributions | 14 | ||
| Purchase of treasury shares | (2,012) | (1,803) | |
| Issueing effect of convertible bonds | 79 | ||
| Issue of perpetual subordinated bonds | 1,778 | ||
| Coupon payment on perpetual subordinated bonds | (138) | (138) | |
| Net cash used in financing activities | (5,380) | (5,668) | |
| Effect of exchange rate changes and other changes on cash and cash equivalents | 83 | (62) | |
| Net increase (decrease) in cash and cash equivalents | (2,022) | 24 | |
| Cash and cash equivalents - beginning of the year | 10,205 | 10,181 | |
| Cash and cash equivalents - end of the year | 8,183 | 10,205 | |
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IFRS Financial Statements of the parent company
PROFIT AND LOSS ACCOUNT
| Full Year | ||
| (€ million) | 2024 | 2023 |
| Sales from operations | 35,026 | 42,790 |
| Other income and revenues | 569 | 432 |
| Total revenues | 35,595 | 43,222 |
| Purchases, services and other | (34,280) | (39,996) |
| Impairment reversals (impairment losses) of trade and other receivables, net | 19 | 112 |
| Payroll and related costs | (1,130) | (1,166) |
| Other operating (expense) income | (192) | 705 |
| Depreciation, Depletion and Amortization | (577) | (634) |
| Impairment reversals (impairment losses) of tangible, intangible and right of use assets, net | (490) | (644) |
| Write-off of tangible and intangible assets | (2) | (19) |
| OPERATING PROFIT (LOSS) | (1,057) | 1,580 |
| Finance income | 5,768 | 4,344 |
| Finance expense | (6,533) | (4,830) |
| Net finance income (expense) from financial assets measured at fair value through profit or loss | 366 | 263 |
| Derivative financial instruments | 287 | (42) |
| FINANCE INCOME (EXPENSE) | (112) | (265) |
| INCOME (EXPENSE) FROM INVESTMENTS | 6,167 | 2,282 |
| PROFIT (LOSS) BEFORE INCOME TAXES | 4,998 | 3,597 |
| Income taxes | 1,421 | (325) |
| Net profit (loss) | 6,419 | 3,272 |
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BALANCE SHEET
| (€ million) | ||
| Dec. 31, 2024 | Dec. 31, 2023 | |
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | 5,142 | 7,119 |
| Financial assets measured at fair value through profit or loss | 6,256 | 6,280 |
| Other financial assets | 6,041 | 6,212 |
| Trade and other receivables | 9,738 | 8,494 |
| Inventories | 1,616 | 1,856 |
| Income tax assets | 490 | 272 |
| Other assets | 1,825 | 5,227 |
| 31,108 | 35,460 | |
| Non-current assets | ||
| Property, plant and equipment | 3,686 | 3,761 |
| Right of use assets | 1,484 | 1,452 |
| Intangible assets | 166 | 253 |
| Inventory - compulsory stock | 1,622 | 1,575 |
| Investments | 60,835 | 60,344 |
| Other financial assets | 15,867 | 15,608 |
| Deferred tax assets | 3,408 | 2,018 |
| Income tax assets | 81 | 100 |
| Other assets | 435 | 654 |
| 87,584 | 85,765 | |
| Assets held for sale | 2 | 2 |
| TOTAL ASSETS | 118,694 | 121,227 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Current liabilities | ||
| Short-term debt | 23,717 | 23,758 |
| Current portion of long-term debt | 2,968 | 2,529 |
| Current portion of long-term lease liabilities | 378 | 290 |
| Trade and other payables | 7,798 | 7,836 |
| Income taxes payable | 5 | 539 |
| Other liabilities | 3,822 | 5,375 |
| 38,688 | 40,327 | |
| Non-current liabilities | ||
| Long-term debt | 21,085 | 21,044 |
| Long-term lease liabilities | 1,455 | 1,606 |
| Provisions for contingencies | 5,301 | 5,641 |
| Provisions for employee benefits | 319 | 336 |
| Deferred tax liabilities | 60 | |
| Other liabilities | 1,111 | 1,194 |
| 29,271 | 29,881 | |
| TOTAL LIABILITIES | 67,959 | 70,208 |
| Share capital | 4,005 | 4,005 |
| Legal reserve | 959 | 959 |
| Other reserves and equity instruments | 42,235 | 45,116 |
| Treasury shares | (2,883) | (2,333) |
| Net profit (loss) | 6,419 | 3,272 |
| TOTAL SHAREHOLDERS' EQUITY | 50,735 | 51,019 |
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 118,694 | 121,227 |
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CASH FLOW STATEMENT
| Full Year | |||
| (€ million) | 2024 | 2023 | |
| Net profit (loss) | 6,419 | 3,272 | |
| Adjustments to reconcile net profit (loss) to net cash provided by operating activities: | |||
| Depreciation, depletion and amortization | 577 | 634 | |
| Impairment losses (impairment reversals) of tangible, intangible and right of use, net | 490 | 644 | |
| Write-off of tangible and intangible assets | 2 | 19 | |
| Share of (profit) loss of investments | 783 | 1,790 | |
| Gains on disposal of assets, net | 1 | (390) | |
| Dividend income | (6,931) | (3,691) | |
| Interest income | (1,726) | (954) | |
| Interest expense | 2,228 | 1,349 | |
| Income taxes | (1,421) | 325 | |
| Other changes | (68) | (149) | |
| Cash flow from changes in working capital | 706 | 871 | |
| - inventories | 193 | 1,718 | |
| - trade receivables | 660 | 4,134 | |
| - trade payables | (97) | (4,612) | |
| - provisions for contingencies | (89) | 234 | |
| - other assets and liabilities | 39 | (603) | |
| Net change in the provisions for employee benefits | (15) | 35 | |
| Dividends received | 5,152 | 2,787 | |
| Interest received | 1,750 | 843 | |
| Interest paid | (2,247) | (1,239) | |
| Income taxes paid, net of tax receivables received | (293) | 32 | |
| Net cash provided by operating activities | 5,407 | 6,178 | |
| Cash flow from investing activities | (2,711) | (19,406) | |
| - tangible assets | (731) | (648) | |
| - intangible assets | (67) | (77) | |
| - prepaid right of use | (5) | ||
| - investments | (1,935) | (2,977) | |
| - financing receivables held for operating purposes | (15,715) | ||
| - businesses | (35) | ||
| - change in net payables relating to investing activities | 27 | 46 | |
| Cash flow from disposals | 718 | 816 | |
| - tangible assets | 11 | 7 | |
| - intangible assets | 8 | 14 | |
| - businesses | 2 | ||
| - investments and assets held for sale | 697 | 472 | |
| - financing receivables held for operating purposes | 323 | ||
| Net change in receivables and securities not held for operating purposes | 581 | 886 | |
| Net cash used in investing activities | (1,412) | (17,704) | |
9
(continued) CASH FLOW STATEMENT
| Full Year | |||
| (€ million) | 2024 | 2023 | |
| Increase (repayments) in long-term debt | 145 | 2,333 | |
| Payment of lease liabilities | (291) | (280) | |
| Increase (decrease) in short-term financial debt | (628) | 13,854 | |
| Dividends paid | (3,068) | (3,046) | |
| Net purchase of treasury shares | (2,012) | (1,803) | |
| Issuing convertible bonds effects | 79 | ||
| Coupon payment on perpetual subordinated bonds | (138) | (138) | |
| Net cash used in financing activities | (5,992) | 10,999 | |
| Effect of exchange rate changes on cash and cash equivalents and other changes | 20 | 18 | |
| Net increase (decrease) in cash and cash equivalents | (1,977) | (509) | |
| Cash and cash equivalents - beginning of the period | 7,119 | 7,628 | |
| Cash and cash equivalents - end of the period | 5,142 | 7,119 | |
10