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 August 2021

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.

Date: August 31, 2021

	Mission
	We are an energy company.
	We concretely support a just energy transition,
	with the objective of preserving our planet
	and promoting an efficient and sustainable access to energy for all.   Our work is based on passion and innovation,   on our unique strengths and skills,
	on the equal dignity of each person,
	recognizing diversity as a key value for human development,
	on the responsibility, integrity and transparency of our actions.
	We believe in the value of long-term partnerships with the Countries
	and communities where we operate, bringing long-lasting prosperity for all.

	The mission represents more explicitly the Eni's path to face the global challenges, contributing to achieve the SDGs determined by the UN in order to clearly address the actions to be implemented by all the involved players.
	Global goals for a sustainable development
	The 2030 Agenda for Sustainable Development, presented in September 2015, identifies the 17 Sustainable Development Goals (SDGs) which represent the common targets of sustainable development on the current complex social problems. These goals are an important reference for the international community and Eni in managing activities in those Countries in which it operates.

Interim Consolidated Report as of June 30, 2021 

Highlights

| Financial performance

The other Eni’s segments which have lagged the recovery so far have nonetheless seen their trends improving during the first half:

Portfolio developments:

In Pakistan divested to a local player the entire upstream portfolio in the Country, including interests in eight development and production licenses and in four exploration licenses. In Nigeria divested the onshore production and development block OML 17 (Eni’s interest 5%).

¹ In line with the dividend policy announced to the financial market during the strategy presentation held on February 19, 2021, (see page 31) of which at the following URL https://eni.com/assets/documents/eng/investor/presentations/2021/strategy-4q-2020/strategy-2021-2024.pdf.

² The procedure to implement the buy-back program are detailed in the section “Other information – start of the buy-back program” of this Report.

³ Ex-dividend date being September 20, 2021 (record date September 21, 2021). The dividend will be paid on September 22, 2021. The Board of Directors resolved to distribute part of retained earnings and/or available capital reserves of the parent company Eni SpA as 2021 interim dividend in place of the resolution of the 2021 interim dividend, in accordance to Art. 2433 – bis c.c., scheduled in Eni’s financial calendar on September 16, 2021. The Company’s financial calendar has been amended accordingly and a dedicated press release has been disseminated to the market. ADR holders will receive €0.86/ADR.

Decarbonization initiatives:

KEY OPERATING AND FINANCIAL RESULTS

EMPLOYEES

HEALTH, SAFETY AND ENVIRONMENT ^(a)

MAIN OPERATING DATA

Operating review

EXPLORATION & PRODUCTION

PRODUCTION AND PRICES

In the first half of 2021, oil and natural gas production averaged 1,650 kboe/d, down by 6% compared to the same period of 2020. The decline was driven by maintenance activity mainly in Norway, Italy and the United Kingdom, which in the first half of 2020 was postponed, lower activity in Nigeria and mature field declines. On the positive side, production was supported by the increase in Egypt driven by the performance of the Zohr field, global gas demand recovery and the restart of the Damietta liquefaction plant as well as the Merakes start-up in Indonesia.

Liquids production was 797 kbbl/d, representing a reduction from the first half of 2020. The reduction was due to higher maintenance activity, price effects, a decrease in Nigeria and mature field declines, partly offset by continuing growth in Egypt.

Natural gas production amounted to 4,531 mmcf/d, down by 3.8% or down by 180 mmcf/d compared to the first half of 2020. Lower production was due to higher maintenance activity, mature field declines and a decrease in Nigeria. These negatives were partly offset by a robust recovery of natural gas demand in certain areas (mainly in Egypt) and the start-up of Merakes in Indonesia.

Oil and gas production sold amounted to 276.6 mmboe. The 22 mmboe difference over production (298.6 mmboe) mainly reflected volumes consumed in operations (20 mmboe), changes in inventory levels and other changes.

MINERAL RIGHT PORTFOLIO AND EXPLORATION ACTIVITIES

In the first half of 2021, Eni performed its operations in 42 countries. As of June 30, 2021, Eni’s mineral right portfolio consisted of 794 exclusive or shared properties for exploration and development oil and gas activities as well as 1 shared property for the CCUS project in the United Kingdom. Total acreage was 340,188 square kilometers net to Eni, of which 577 square kilometers related to the CCUS activities in the United Kingdom. As of December 31, 2020, total acreage was 336,449 square kilometers net to Eni.

In the first half of 2021, changes in total net acreage mainly derived from: (i) acquisition of new leases mainly in Vietnam, Angola, Norway, the United Arab Emirates and Egypt, as well as the CCUS project in the United Kingdom for a total acreage of approximately 13,100 square kilometers; (ii) the relinquishment of licenses mainly in Myanmar, Egypt, Norway, Italy and the United Kingdom for a total acreage of approximately 7,900 square kilometers; (iii) net acreage increase also due to interest changes mainly in Italy and the United States for a total acreage of 60 square kilometers; and (iv) net acreage decrease mainly in Italy and Mozambique for a total acreage of 1,500 square kilometers.

In the first half of 2021, a total of 14 exploratory wells were drilled (7.1 being Eni’s share), as compared to 19 exploratory wells drilled in the first half of 2020 (9.5 being Eni’s share).

PRODUCTION OF OIL AND NATURAL GAS BY REGION

GLOBAL GAS & LNG PORTFOLIO

SUPPLY OF NATURAL GAS

In the first half of 2021, Eni’s consolidated subsidiaries supplied 34.40 bcm of natural gas, with an increase of 5.14 bcm or 17.6% from the first half of 2020.

Gas volumes supplied outside Italy from consolidated subsidiaries (32.44 bcm), imported in Italy or sold outside Italy, represented approximately 95% of total supplies, with an increase of 6.14 bcm or up by 23.3% from the first half of 2020 mainly reflecting higher volumes purchased in Russia (up by 3.54 bcm), Algeria (up by 3.52 bcm), and the Netherlands (up by 0.34 bcm) partially offset by lower purchases in Libya (down by 0.77 bcm) and in Qatar (down by 0.17 bcm). Supplies in Italy (1.96 bcm) decreased by 33.8% from the first half of 2020.

SALES

In the first half of 2021, natural gas sales were 34.43 bcm, up by 13.1% from the first half of 2020, mainly due to higher volumes marketed outside Italy (Turkey and France) leveraging on the economic recovery and increasing LNG volumes marketed mainly by the Damietta plant.

Sales in Italy were down by 2% to 17.73 bcm, mainly due to lower sales marketed mainly to hub and thermoelectric segment. Sales in European markets (12.45 bcm) increased by 46% as result of the recovery in consumptions, mainly in Turkey following higher gas nominations made by Botas and in France.

LNG SALES

LNG sales (5.2 bcm, included in worldwide gas sales) mainly concerned LNG from Qatar, Egypt, Nigeria, Indonesia and mainly marketed in Europe, China and Pakistan.

REFINING & MARKETING AND CHEMICALS

REFINING & MARKETING

In the first half of 2021, Eni’s Standard Refining Margin – SERM – reported non-remunerative values (minus 0.5 $/barrel, down by 3.4 $/barrel from the first half of 2020). This trend reflects the continuing pandemic effects, which on one side with the only gradual easing of OPEC+ supported the cost of the oil feedstock, while on the other side it negatively affected demands for products, particularly the middle distillates. On the positive side, the discount between sour crudes like the Ural vs. light-sweet crudes widened, which helped margins (the spread was minus 1.4 $/bbl vs. a minus 0.9 $/bbl in the first half of 2020).

Eni refining throughputs on own account were 13.15 mmtonnes, up by 15.7% from the first half of 2020, in response to a lower impact of the COVID-19 pandemic compared to the comparative period which was negatively affected by the almost full lockdown of the economy, partly offset by a depressed refining scenario. Throughputs elsewhere increased mainly at the ADNOC plants, where the performance was negatively affected by a prolonged plant standstill in the first half of 2020. Increased by 6 percentage points the average plant utilization rate (73%).

Bio throughputs were 308 ktonnes, down by 18% from the same period of the previous year against the backdrop of a depressed trading environment, which nonetheless saw an improvement in June.

In the first half of 2021, sales volumes of refined products (13.10 mmtonnes) were up by 0.61 mmtonnes or by 4.9% from the first half of 2020.

Retail sales in Italy were 2.31 mmtonnes increasing in all the segments (up by 14.9%) thanks to the gradual restart of economic activities being the first half of 2020 impacted by the lockdown measures. Eni’s retail market share was 22.6% (23.6% in the first half of 2020).

As of June 30, 2021, Eni’s retail network in Italy consisted of 4,127 service stations, recording a decrease from June 30, 2020 (4,153 service stations), resulting from the negative balance of acquisitions/releases of lease concessions (26 units).

Average throughput (684 kliters) increased by 63 kliters from the first half of 2020 (621 kliters).

Wholesale sales in Italy were 2.75 mmtonnes, up by 3% from the first half of 2020 mainly due to higher sales of fuel oil and gasoil, partly offset by declining sales of gasoline, jet fuel and bunker due to the prolonged effects of lockdown to contain the spread of the COVID-19.

Supplies of feedstock to the petrochemical industry (0.30 mmtonnes) were substantially in line from the comparative period.

Retail and wholesale sales in the rest of Europe of 1.92 mmtonnes were down by 9% from the first half of 2020 mainly as a result of lower volumes marketed in Germany, Austria and Switzerland, following the lower demand due to the lockdown, partly offset by higher sales in France.

Other sales in Italy and outside Italy were 5.57 mmtonnes, up by 7.7% from the first half of 2020.

CHEMICALS

Petrochemical production of 4,354 ktonnes increased by 856 ktonnes (up by 24.5%) mainly in the intermediates business due to higher product availability, compared to the comparative period, which were affected by higher prolonged maintenance standstills following COVID-19 emergency.

Petrochemical sales of 2,321 ktonnes increased by 413 ktonnes (up by 21.6%). Main increases were reported in the intermediate, driven by recovery of demand in the reference segments, lower imports from producer countries, as well as higher product availability.

Petrochemical product margins improved significantly driven by the macroeconomic recovery, which mitigated the competitive pressure, and contingent factors due to a temporally supply shortage. Sharp increases were recorded in the polyethylene segment driven by the recovery in products demand, partial shortage in commodities production, as well as weak trends in the upturn of the logistic segment; furthermore, in the styrenics/elastomers segments due to higher demand. Cracker margin recorded a significant reduction in the two reporting periods, due to higher cost of commodities.

ENI GAS E LUCE, POWER & RENEWABLES

ENI GAS E LUCE

In the first half of 2021, retail gas sales in Italy and in the rest of Europe amounted to 4.60 bcm, up by 0.09 bcm or 2% from the previous year. Sales in Italy amounted to 2.97 bcm down by 2.9% compared to the first half of 2020, the reduction was mainly due to lower volumes marketed at residential segment, partially mitigated by higher volumes marketed at the industrial segment.

Sales in the European markets (1.63 bcm) reported an increase of 12.4% or 0.18 bcm compared to the first half of 2020. In France, sales increased by 0.15 bcm compared to the comparative period due to the effective commercial initiatives.

In the first half of 2021, retail power sales to end customers, managed by Eni gas e luce and the subsidiaries in France and Greece, amounted to 7.52 TWh, an increase by 24.9% from the first half of 2020, due to growth of retail customers portfolio (up by 250,000 customers vs. December 31, 2020) and higher volumes sold to the retail and industrial segments in Europe, leveraging on the expansion in Spain and Portugal, as consequence of Aldro Energía acquisition.

RENEWABLES

Energy production from renewable sources amounted to 258.1 GWh (of which 135.1 GWh photovoltaic and 123.0 GWh wind) up by 114.0 GWh compared to the first half of 2020. The increase in production compared to the previous year benefitted from the entry in operations of new plants in Italy and abroad, as well as the contribution of assets already operating in the United States, acquired in the fourth quarter of 2020.

As of June 30, 2021, the renewable installed capacity was 331 MW, up by 32% compared to the first quarter of 2020. Compared to June 30, 2020 the capacity increased by 80 MW thanks to the completion of plants in Australia (up by 25 MW, photovoltaic capacity), in Italy (up by 24 MW, onshore wind capacity), as well as the acquisition of the U.S. assets already in operation (up by 30 MW, photovoltaic and wind capacity).

As of June 30, 2021, the capacity under construction/advanced stage of development amounted to approximately 2 GW mainly relating to the latest acquisitions mainly in Italy, and the ongoing projects in Spain and France, new capacity in Kazakhstan (98 MW, of which 48 MW wind onshore and 50 MW PV solar), as well as the development of Eni’s activities in Italy and USA and wind offshore projects in UK (Dogger Bank A/B).

POWER

Eni’s power generation sites are located in Brindisi, Ferrera Erbognone, Ravenna, Mantova, Ferrara and Bolgiano. As of June 30, 2021, installed operational capacity of EniPower’s power plants was 4.6 GW. In the first half of 2021, thermoelectric power generation was 10.20 TWh, slightly decreased compared to 2020. Electricity trading (10.32 TWh) reported an increase of 30.1% from 2020, thanks to the optimization of inflows and outflows of power.

In the first half of 2021, power sales in the open market were 12.97 TWh, representing an increase of 7.2% compared to 2020, due to economic downturn.

Financial review

PROFIT AND LOSS ACCOUNT

Reported results

Commodities and energy prices performed strongly in the first half of 2021: the Brent price increased from 40 $/bbl in the first half of 2020 to 65 $/bbl in the first half of 2021; natural gas prices in Europe more than doubled for the Italian reference spot price “PSV” and the continental reference spot price “TTF”; in the chemical sector the polyethylene-ethylene spread reached the record value to about 800 $/ton. On the negative side, the refining margins continued to be extremely weak in the European/Mediterranean region with the Eni benchmark margin SERM down to historic lows (-0.5 $/bbl on average in the first half of 2021). This was due to the continuing pandemic effects, which on one side with the gradual easing of OPEC+ supported the cost of the oil feedstock, while on the other side negatively affected demand for products, particularly middle distillates. In the wholesale gas business, spreads between the Italian PSV spot market and the spot prices at the "TTF" continental hub narrowed remarkably down to 2 €/kcm in the first half of 2021 from 17 €/kcm in compared period of the previous year.

In the first half of 2021, net profit attributable to Eni’s shareholders was €1,103 million compared to the net loss of €7,335 million in the same period of 2020. Net cash provided by operating activities increased by 72% to €4,093 million, while net borrowing excluding the IFRS 16 lease liabilities decreased by €1,528 million from December 31, 2020 to €10,040 million. These results, the progress on delivering Eni’s strategy, the outlook and a Brent reference scenario of 65 $/bbl have allowed to increase dividend back to the pre-COVID levels at €0.86 per share and to start a €400 million share buy-back program over the next 6 months.

Against a more constructive macro backdrop and improved fundamentals in the energy scenario, net result was supported by operating performance compared to a loss reported in the first half of 2020 following the negative impact of the COVID-19 pandemic. Operating performance was affected by the impairment losses of €602 million (compared to €2,749 million in the first half of 2020) mainly relating to the refining assets due to the projections of lower expected future cash flows driven by a deteriorated margin environment and the forecast of higher expenses for emission allowances. Finally, net profit benefitted from a tax rate which was in line with the average historical value at consolidated level.

The following table shows the main scenario indicators reported in the first half of 2021:

Adjusted results and breakdown of special items

In the first half of 2021, the Group’s adjusted operating profit of €3,366 million was €2.5 billion higher than the first half of 2020. The result was driven by a robust performance in the E&P segment leveraging on a better pricing environment and lower costs, despite lower hydrocarbon production due to seasonal maintenance activities. The result also benefitted from retroactive contractual revisions. The Chemical business reported an outstanding performance (up by €372 million of adjusted operating profit) driven by a strong macro backdrop, higher products margins and higher production availability, allowing the segment to capture a rebound in demand, in addition to a growing contribution from the green chemical business. Finally, resilient results from the Eni gas e luce & Renewables business benefitting from effective marketing activities, a growing customer base and better margins. The GGP and R&M segments reported weak results reflecting a difficult market environment and tough comparison with the excellent results earned the year-ago periods.

The Group’s adjusted net profit was back at pre-COVID levels with €1,199 million, a noticeable improvement compared to the first half of 2020 loss of €655 million due to an improved operating profit and benefitting from a better consolidated tax rate which was 58% in the first half of 2021. The main driver of this trend was the normalization of the E&P tax rate, which was driven by a better geographical mix of profits on the back of the strengthened scenario, which lowered the relative weight of jurisdictions characterized by higher tax rates, like Libya, Egypt, Algeria and UAE, as well as the fact that the 2020 reporting period was affected by a number of tax dis-optimizations resulting in a particularly high tax rate. Furthermore, an improved profitability outlook of Italian green activities, mainly Eni gas e luce & Renewables, allowed for the recognition of deferred tax assets against the fiscal losses incurred in the reporting period.

The breakdown of special items recorded in operating profit by segment (a net charge of €324 million) is as follows:

Special items recorded at equity-accounted investments mainly included: (i) charges of €397 million relating to impairment losses recorded at certain CGUs at the JV Vår Energi, mainly driven by a delay in the start-up of certain projects and cost overruns; (ii) a gain of €69 million relating to the alignment of raw material and products inventories to their net realizable values at period end at ADNOC R> and (iii) Eni’s interest of extraordinary charges/impairment losses recognized by the Saipem joint venture.

| Analysis of profit and loss account items

Revenues

Total revenues amounted to €31,439 million. Eni’s sales from operations in the first half of 2021 (€30,788 million) increased by 39.8% from the first half of 2020, reflecting the effect of the strong performance in all energy commodities, in particular: the Brent price increased from 40 $/bbl in the first half of 2020 to 65 $/bbl in the first half of 2021; natural gas prices (TTF and PSV) in Europe increased more than doubled; in the chemical sector the polyethylene-ethylene spread, reference indicator, reached the record value to about 800 $/ton as well as the reopening of the economy leading to a rebound in sale volumes mainly in the R&M and Chemicals segment. In particular, the chemical business took advantage from improvements in global demand for plastics thanks to a broadening economic recovery, with many end-markets like consumer durables and the automotive and packaging sector performing well, and higher volume sold thanks to higher plant availability, leveraging on the lower imports from the producer countries (USA and Middle East). The retail gas&power business was supported by gains in the extra-commodity business, marketing initiatives in Italy and a growth in the customer base.

Operating expenses

Operating expenses in the first half of 2021 (€23,677 million) increased by €4,738 million from the first half of 2020. Purchases, services and other (€22,117 million) increased by €4,931 million, reflecting higher costs for hydrocarbon supplies (gas under long-term supply contracts and refinery and chemical feedstocks). Payroll and related costs (€1,493 million) were barely unchanged from the first half of 2020.

Finance income (expense)

Net finance expense (€473 million) reduced by €53 million from the first half of 2020. The main drivers were: (i) lower financial expense on debt (down by €36 million) due to favourable trends in key market benchmarks and gains recognized in fair value evaluation of certain derivative instruments on interest rates (up by €65 million) which did not meet the formal criteria to be designated as hedges under IFRS; (ii) recognition of lower losses on exchange rate (down by €226 million) offset by the negative change of fair-valued currency derivatives (down by €207 million) lacking the formal criteria to be designated as hedges under IFRS 9; (iii) lower interest expense for lease liabilities (down by €30 million) due to currency translation effects. Other finance expense reported an increase of €86 million due to a discounted receivable in the E&P segment.

Net income (expense) from investments