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 April 2022

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

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.

Registered Head Office, Piazzale Enrico Mattei, 1 00144 Roma Tel. +39 06598.21 www.eni.com

San Donato Milanese

April 29, 2022

Eni: first quarter 2022 results

Key operating and financial results

Eni's Board of Directors, chaired by Lucia Calvosa, yesterday approved the unaudited consolidated results for the first quarter of 2022. Eni CEO Claudio Descalzi said:

“This quarter has been one of major strategic developments for Eni. We rapidly reacted to the ongoing challenges of the energy market by leveraging our global upstream and partnerships with producing countries to find alternative and additional supply opportunities for Europe. We have signed important agreements in Algeria, Egypt and the Republic of Congo, while another one was reached in Angola, consolidating our joint operations in the countries and promoting increased gas exports to Italy and Europe in the interest of transitioning to a low carbon economy. During the quarter, we successfully completed the listing of our Norwegian upstream company, Vår Energi, in which we retain 64% stake, and launched with BP the combination of our respective significant portfolio in Angola. Plenitude, our retail company integrating renewable and gas & power, is progressing towards the listing that is planned for 2022 subject to markets conditions, and we have announced the set-up of a Sustainable Mobility entity, integrating biorefineries, our network of multi-energy and multi-service outlets and their clients. With Plenitude and Sustainable Mobility we aim to serve our customer base with distinctive decarbonized products and sustainable services. We also successfully completed the IPO of NEOA in London, a SPAC targeting low carbon and transition opportunities. Coming to Q1 ’22 results, our performance exhibited strength and resilience against a backdrop of high market volatility and uncertainty linked to the ongoing war and international tensions. We delivered €5.2 billion of consolidated adjusted Ebit, €3.9 billion higher than in Q1 ’21, driven by robust trends at E&P on the back of a strong pricing environment, and GGP driven by larger LNG international operations and the flexibility of our supply portfolio. We earned €3.3 billion of adjusted net profit. Crucially, in such a volatile environment, we remained financially disciplined and generated an organic FCF of €1.8 billion, despite the higher cyclical working capital requirements in the first part of the year further raised by increased input commodities prices.

In conclusion, a quarter of clear progress in executing our strategy of delivering security and sustainability of the energy system, while keeping sharp focus on a just energy transition and creating value for our stakeholders.”

Highlights

Group’s results of operations in Q1 ‘22

Q1 ’22 Business developments

E&P and GGP

R&M and Chemicals

Plenitude and Power

Decarbonization & Sustainability

Outlook 2022

The Company is issuing the following operational and financial guidance for the FY ’22 based on information available to date, management’s judgement of the possible risks and uncertainties associated with the ongoing war in Ukraine and assuming no material disruptions in Russian gas flow:

Business segments operating results

Exploration & Production

Production and prices

Results

For the disclosure on business segment special charges, see “Special items” in the Group results section.

Global Gas & LNG Portfolio

Sales

(*) Data include intercompany sales.

Results

For the disclosure on business segment special charges, see “Special items” in the Group results section.

Refining & Marketing and Chemicals

Production and sales

Results

For the disclosure on business segment special charges, see “Special items” in the Group results section.

Plenitude & Power

Production and sales

Results

For the disclosure on business segment special charges, see “Special items” in the Group results section.

Group results

Adjusted results

Net borrowings and cash flow from operations

Net cash provided by operating activities for the first quarter of 2022 was €3.1 billion, an increase of €1.7 billion compared to the first quarter of 2021, driven by a better scenario in the upstream segment and a strong contribution from GGP.

The cash flow benefitted from trade receivables (€2.7 billion) due in subsequent reporting periods divested to financing institutions, up by approximately €0.6 billion compared to the amount divested in the fourth quarter of 2021.

The outflow, related to the working capital of approximately €2.61 billion, was due to the change in the value of inventory holding accounted for under the weighted-average method in a rising price environment and seasonal factors that typically shape the working capital requirements of the retail gas business in the first quarter, also considering a higher value of trade amounts due to rising natural gas prices.

The dividends received by equity investments mainly related to Nigeria LNG.

Cash flow from operations before changes in working capital at replacement cost was €5,606 million. This non-GAAP measure includes net cash provided by operating activities before changes in working capital and excluding the following items: inventory holding gains or losses relating to oil and products, the timing difference between gas inventories accounted at weighted average cost and management own measure of performance leveraging inventories to optimize margin, provisions for extraordinary credit losses and charges, and the fair value of commodity derivatives lacking the formal criteria to be designated as hedges.

A reconciliation of cash flow from operations before changes in working capital at replacement cost to net cash provided by operating activities for the first quarter of 2022 and 2021 is provided below:

Organic capex was €1.6 billion higher than the comparative period of 2021 (up 17%) and included the funding of the CFS (Commonwealth Fusion Systems) venture engaged in developing magnetic fusion. They were fully funded by the adjusted cash flow.

Cash outflows for acquisitions net of divestments were €0.9 billion and related to the acquisition of a 20% stake in the Dogger Bank C offshore wind project in the North Sea, the 100% stake in SKGR company owner of a portfolio of photovoltaic plants in Greece, a portfolio of additional renewable capacity in the United States as well as a capital contribution to our joint venture Saipem to support a new industrial plan and a financial restructuring of the investee. These outflows were partly offset by the listing of the 11.2% of the joint venture Vår Energi, at the Oslo stock exchange with proceeds net to Eni of about €0.4 billion.

Net financial borrowings before IFRS 16 decreased by around €0.4 billion due to the organic free cash flow provided by operating activities (approximately €1.8 billion), partly offset by the net effect of acquisitions and divestments (€0.9 billion of cash outflow), payments of lease liabilities for €0.3 billion, the payment of the coupon of perpetual subordinated bonds, as well as by the effect of exchange differences and other minor changes on net borrowings (€0.23 billion).

Summarized Group Balance Sheet

As of March 31, 2022, fixed assets of €77 billion increased by €2.8 billion from December 31, 2021: capital expenditures and acquisitions for the quarter and the positive impact of exchange rate differences were partly offset by DD&A (the period-end exchange rate of EUR vs. USD was 1.110, down 2% compared to 1.133 in December 31, 2021).

Net working capital (-€14.9 billion) was substantially unchanged compared to December 31, 2021: the increased value of oil and product inventories due to the weighted-average cost method of accounting in an environment of rising prices (up by €0.9 billion) and a higher balance between trade receivables and payables (up by €2 billion, net) due to seasonal factors and the impact of higher prices were offset by the accrual of income taxes for the period of €1.4 billion (net of payments made) and by an increase in the other current assets and liabilities due to fair value changes of derivative instruments (€1.3 billion).

Shareholders’ equity (€47.5 billion) increased by approximately €2.9 billion compared to December 31, 2021, due to the net profit for the period (€3.6 billion), positive foreign currency translation differences (about €0.9 billion) reflecting the appreciation of the US dollar vs. the euro as of March 31, 2022 vs. December 31, 2021, partly offset by the negative change in the cash flow hedge reserve of €1.5 billion (after-tax) reflecting trends in gas prices.

Net borrowings¹ before lease liabilities as of March 31, 2022, were €8.6 billion, down €0.4 billion from December 31, 2021. Leverage² – the ratio of the borrowings to total equity calculated before the impact of IFRS 16 - was 0.18 on March 31, 2022, lower than December 31, 2021 (0.20).

Special items

The breakdown of special items recorded in operating profit by segment (a net charge of €552 million) is as follows:

The reclassification to adjusted operating profit of the positive balance of €35 million related to derivative financial instruments used to manage margin exposure to foreign currency exchange rate movements and exchange translation differences of commercial payables and receivables.

The other special items in the first quarter of 2022 were related to: (i) the gain on the share offering of the Vår Energi investee through an IPO and listing at the Norwegian stock exchange, placing about a 11.2% interest of the investee share capital; (ii) a charge relating management estimation of a windfall tax on extra-profits of energy companies in Italy for the period October 2021-March 2022 compared to the same period of the previous year, following a law decree enacted by the Italian Government in March 2022. This amount has been estimated based on management best information to date considering that further legislative action and implementation guidance are required; (iii) the alignment to current values of the raw materials and products inventory of the ADNOC refinery.

¹ Details on net borrowings are furnished on page 24. 

² Non-GAAP financial measures and other alternative performance indicators disclosed throughout this press release are accompanied by explanatory notes and tables in line with guidance provided by ESMA guidelines on alternative performance measures (ESMA/2015/1415), published on October 5, 2015. For further information, see the section “Non-GAAP measures” of this press release. See pages 17 and subsequent.

Other information, basis of presentation and disclaimer

This press release on Eni’s results for the first quarter of 2022 has been prepared on a voluntary basis according to article 82-ter, Regulations on issuers (CONSOB Regulation No. 11971 of May 14, 1999 and subsequent amendments and inclusions). The disclosure of results and business trends on a quarterly basis is consistent with Eni’s policy to provide the market and investors with regular information about the Company’s financial and industrial performances and business prospects considering the reporting policy followed by oil&gas peers who are communicating results on quarterly basis.

Results and cash flow are presented for the first quarter of 2022 and of 2021 as well as the fourth quarter of 2021. Information on the Company’s financial position relates to end of the periods as of March 31, 2022 and December 31, 2021.

Accounts set forth herein have been prepared in accordance with the evaluation and recognition criteria set by the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted by the European Commission according to the procedure set forth in Article 6 of the European Regulation (CE) No. 1606/2002 of the European Parliament and European Council of July 19, 2002.

These criteria are unchanged from the 2021 Annual Report on Form 20-F filed with the US SEC on April 8, 2022, which investors are urged to read.

* * *

Non-GAAP financial measures and other alternative performance indicators disclosed throughout this press release are accompanied by explanatory notes and tables in line with guidance provided by ESMA guidelines on alternative performance measures (ESMA/2015/1415), published on October 5, 2015. For further information, see the section “Alternative performance measures (Non-GAAP measures)” of this press release.

The manager responsible for the preparation of the Company’s financial reports, Francesco Esposito, declares 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.

* * *

Disclaimer

This press release contains certain forward-looking statements particularly those regarding capital expenditure, development and management of oil and gas resources, dividends, share repurchases, allocation of future cash flow from operations, future operating performance, gearing, targets of production and sales growth, new markets and the progress and timing of projects. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will or may occur in the future. Actual results may differ from those expressed in such statements, depending on a variety of factors, including the impact of the pandemic disease, the timing of bringing new fields on stream; management’s ability in carrying out industrial plans and in succeeding in commercial transactions; future levels of industry product supply; demand and pricing; operational issues; general economic conditions; political stability and economic growth in relevant areas of the world; changes in laws and governmental regulations; development and use of new technology; changes in public expectations and other changes in business conditions; the actions of competitors and other factors discussed elsewhere in this document. Due to the seasonality in demand for natural gas and certain refined products and the changes in a number of external factors affecting Eni’s operations, such as prices and margins of hydrocarbons and refined products, Eni’s results from operations and changes in net borrowings for the quarter of the year cannot be extrapolated on an annual basis.

* * *

Company Contacts

Press Office: Tel. +39.0252031875 - +39.0659822030

Freephone for shareholders (from Italy): 800940924

Freephone for shareholders (from abroad): +80011223456

Switchboard: +39-0659821

ufficio.stampa@eni.com

segreteriasocietaria.azionisti@eni.com

investor.relations@eni.com

website: www.eni.com

* * *

Eni

Società per Azioni, Rome, 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 for the first quarter of 2022 results (not subject to audit) is also available on Eni’s website eni.com.

Alternative performance indicators (Non-GAAP measures)

Management evaluates underlying business performance on the basis of Non-GAAP financial measures, which are not provided by IFRS (“Alternative performance measures”), such as adjusted operating profit, adjusted net profit, which are arrived at by excluding from reported results certain gains and losses, defined special items, which include, among others, asset impairments, including impairments of deferred tax assets, gains on disposals, risk provisions, restructuring charges, the accounting effect of fair-valued derivatives used to hedge exposure to the commodity, exchange rate and interest rate risks, which lack the formal criteria to be accounted as hedges, and analogously evaluation effects of assets and liabilities utilized in a relation of natural hedge of the above mentioned market risks. Furthermore, in determining the business segments’ adjusted results, finance charges on finance debt and interest income are excluded (see below). In determining adjusted results, inventory holding gains or losses are excluded from base business performance, which is the difference between the cost of sales of the volumes sold in the period based on the cost of supplies of the same period and the cost of sales of the volumes sold calculated using the weighted average cost method of inventory accounting as required by IFRS, except in those business segments where inventories are utilized as a lever to optimize margins.

Finally, the same special charges/gains are excluded from the Eni’s share of results at JVs and other equity accounted entities, including any profit/loss on inventory holding.

Management is disclosing Non-GAAP measures of performance to facilitate a comparison of base business performance across periods, and to allow financial analysts to evaluate Eni’s trading performance on the basis of their forecasting models.

Non-GAAP financial measures should be read together with information determined by applying IFRS and do not stand in for them. Other companies may adopt different methodologies to determine Non-GAAP measures.

Follows the description of the main alternative performance measures adopted by Eni. The measures reported below refer to the performance of the reporting periods disclosed in this press release:

Adjusted operating and net profit

Adjusted operating profit and adjusted net profit are determined by excluding inventory holding gains or losses, special items and, in determining the business segments’ adjusted results, finance charges on finance debt and interest income. The adjusted operating profit of each business segment reports gains and losses on derivative financial instruments entered into to manage exposure to movements in foreign currency exchange rates, which impact industrial margins and translation of commercial payables and receivables. Accordingly, also currency translation effects recorded through profit and loss are reported within business segments’ adjusted operating profit. The taxation effect of the items excluded from adjusted operating or net profit is determined based on the specific rate of taxes applicable to each of them.

Finance charges or income related to net borrowings excluded from the adjusted net profit of business segments are comprised of interest charges on finance debt and interest income earned on cash and cash equivalents not related to operations. Therefore, the adjusted net profit of business segments includes finance charges or income deriving from certain segment operated assets, i.e., interest income on certain receivable financing and securities related to operations and finance charge pertaining to the accretion of certain provisions recorded on a discounted basis (as in the case of the asset retirement obligations in the Exploration & Production segment).

Inventory holding gain or loss

This is the difference between the cost of sales of the volumes sold in the period based on the cost of supplies of the same period and the cost of sales of the volumes sold calculated using the weighted average cost method of inventory accounting as required by IFRS.

Special items

These 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.

As provided for in Decision No. 15519 of July 27, 2006 of the Italian market regulator (CONSOB), non-recurring material income or charges are to be clearly reported in the management’s discussion and financial tables.

Leverage

Leverage is a Non-GAAP measure of the Company’s financial condition, calculated as the ratio between net borrowings and shareholders’ equity, including non-controlling interest. Leverage is the reference ratio to assess the solidity and efficiency of the Group balance sheet in terms of incidence of funding sources including third-party funding and equity as well as to carry out benchmark analysis with industry standards.

Gearing

Gearing is calculated as the ratio between net borrowings and capital employed net and measures how much of capital employed net is financed recurring to third-party funding.

Cash flow from operations before changes in working capital at replacement cost

This is defined as net cash provided from operating activities before changes in working capital at replacement cost. It also excludes certain non-recurring charges such as extraordinary credit allowances and, considering the high market volatility, changes in the fair value of commodity derivatives lacking the formal criteria to be designed as hedges, including derivatives which were not eligible for the own use exemption, the ineffective portion of cash flow hedges, as well as the effects of certain settled commodity derivatives whenever it is deemed that the underlying transaction is expected to occur in future reporting periods.

Free cash flow

Free cash flow represents the link existing between changes in cash and cash equivalents (deriving from the statutory cash flows statement) and in net borrowings (deriving from the summarized cash flow statement) that occurred from the beginning of the period to the end of period. Free cash flow is the cash in excess of capital expenditure needs. Starting from free cash flow it is possible to determine either: (i) changes in cash and cash equivalents for the period by adding/deducting cash flows relating to financing debts/receivables (issuance/repayment of debt and receivables related to financing activities), shareholders’ equity (dividends paid, net repurchase of own shares, capital issuance) and the effect of changes in consolidation and of exchange rate differences; (ii) changes in net borrowings for the period by adding/deducting cash flows relating to shareholders’ equity and the effect of changes in consolidation and of exchange rate differences.

Net borrowings

Net borrowings is calculated as total finance debt less cash, cash equivalents and certain very liquid investments not related to operations, including among others non-operating financing receivables. Financial activities are qualified as “not related to operations” when these are not strictly related to the business operations.

Reconciliation tables of Non-GAAP results to the most comparable measures of financial performance determined in accordance to GAAPs

(a) Excluding special items.

(a) Excluding special items.