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 2024

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 2, 2024

		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.

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.

Disclaimer

This report contains certain forward-looking statements in particular under the section “Outlook” regarding capital expenditures, dividends, buy-back programs, allocation of future cash flow from operations, financial structure evolution, future operating performance, targets of production and sale growth 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 timing of bringing new oil and gas 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 oil and natural gas pricing; operational problems; general macroeconomic 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.

“Eni” means the parent company Eni SpA and its consolidated subsidiaries.

For the Glossary see website eni.com.

Contents

Highlights

Strategic and financial highlights

Strong strategic progress achieving key milestones. In the first half ‘24, Eni delivered efficient growth and portfolio rationalization while remaining financially disciplined.

In the first half ‘24 achieved excellent results despite the mixed market environment with good crude oil realizations offsetting by lower gas prices, supportive refining margins albeit declining and weaker margins of chemical products.

Operating performance

ESG performance and initiatives

(a) Non-GAAP measure.

(b) Attributable to Eni’s shareholders.

(c) Fully diluted. Ratio of net profit (loss)/cash flow and average number of shares outstanding in the period. Dollar amounts are converted on the basis of the average EUR/USD exchange rate quoted by Reuters (WMR) for the period presented.

(d) One American Depositary Receipt (ADR) is equal to two Eni ordinary shares.

(e) Number of outstanding shares by reference price at period end.

(a) KPIs refer to 100% of the operated/cooperated assets, unless stated otherwise.

(a) Includes Eni’s share in joint ventures and equity-accounted entities.

(b) KPIs refer to 100% of the operated/cooperated assets, unless stated otherwise.

(c) Redetermined based on the effective biorefinery capacity.

Operating review

EXPLORATION & PRODUCTION

PRODUCTION AND PRICES

In the first half of 2024, oil and natural gas production averaged 1.726 mmboe/d, up by over 5% compared to the first half of 2023. Production growth was driven by the Neptune acquisition (about 120 kboe/d), ramp-ups of the Baleine project in Côte d'Ivoire and the Coral project Mozambique as well as higher contribution from Libyan production, which were partly offset by mature fields decline.

Liquids production was 787 kbbl/d, up by over 2% compared to the first half of 2023 mainly due to the Neptune acquisition and growth in Côte d'Ivoire and Libya. These increases were partly offset by mature fields decline.

Natural gas production amounted to 4,912 mmcf/d, up 8% compared to the first half of 2023, mainly due to the Neptune acquisition, the ramp-up of the Coral Floating LNG project and higher contribution from Libya, offset by mature fields decline.

Oil and gas production sold amounted to 288 mmboe. The 26 mmboe difference over production (314 mmboe) mainly reflected volumes consumed in operations (23 mmboe), changes in inventory levels and other changes.

Liquids price realizations trended broadly in line with benchmarks. Natural gas price realizations reflected the price exposure of the production portfolio, where about 35% of volumes is indexed to the price of crude oil, higher than the share of production linked to European hub pricing (15%). The remainder of E&P produced gas volumes is sold at fixed prices.

Strategic developments

During the first half, Eni progressed in the objective of upgrading its portfolio trough selected development initiatives while remaining financially disciplined. The main initiatives are as follows:

opportunities to develop a potential hub with 1.3 bboe of resources in place, including the discoveries in the adjacent Blocks 7/10.

MINERAL RIGHT PORTFOLIO AND EXPLORATION ACTIVITIES

As of June 30, 2024, Eni’s mineral right portfolio consisted of 832 exclusive or shared properties for exploration and development oil and gas in 36 countries. Total acreage was 312,283 square kilometers net to Eni. As of December 31, 2023, total acreage was 301,308 square kilometers net to Eni.

In the first half of 2024, main changes derived from: (i) the entry in Netherlands and acquisition of new leases mainly in Australia, Angola, the United Kingdom and Norway for a total acreage of approximately 15,800 square kilometers; (ii) the relinquishment of licenses mainly in Italy, Timor Leste, Egypt and Indonesia for a total acreage of approximately 6,100 square kilometers; (iii) net acreage increase also due to interest changes mainly in Indonesia and Mexico for a total acreage of approximately 2,200 square kilometers; and (iv) net acreage decrease, also due to interest changes, mainly in Egypt and Mexico for a total acreage of approximately 900 square kilometers.

In the first half of 2024, a total of 21 exploratory wells were drilled (9.1 being Eni’s share), as compared to 18 exploratory wells drilled in the first half of 2023 (11.2 being Eni’s share).

GLOBAL GAS & LNG PORTFOLIO

SUPPLY OF NATURAL GAS

In the first half of 2024, Eni’s consolidated subsidiaries supplied 25.53 bcm of natural gas, with a decrease of 0.35 bcm or 1.4% from the first half of 2023.

Gas volumes supplied outside Italy from consolidated subsidiaries (21.69 bcm), imported in Italy or sold outside Italy, represented approximately 85% of total supplies, with a decrease of 1.47 bcm or down by 6.3% from the first half of 2023 mainly reflecting lower volumes purchased in Libya (down by 0.50 bcm), Russia (down by 0.40 bcm) and the UK (down by 0.15 bcm), partially offset by higher purchases mainly in the Netherlands (up by 0.25 bcm), Indonesia (up by 0.16 bcm) and Norway (up by 0.15 bcm).

Supplies in Italy (3.84 bcm) reported an increase of 41.2% from the comparative period.

SALES

In the first half of 2024, natural gas sales were 24.83 bcm, down by 1.16 bcm from the first half of 2023, mainly due to lower volumes marketed in the European markets and in Italy. Sales in Italy were 12.64 bcm down by 0.19 bcm or 1.5% from the first half 2023 (12.83 bcm), due to lower sales marketed mainly to wholesalers and industrial segments, partly offset by higher sales to hub. Sales in European markets (9.91 bcm) decreased by 8.1% as result of lower sales mainly in Turkey, Benelux, France and the UK, partly offset by higher sales in Germany, Austria and the Iberian Peninsula. 

LNG SALES

LNG sales (included in worldwide gas sales) amounted to 4.9 bcm, representing a decrease from the comparative period (down by 0.3 bcm). In the first half of 2024, the main sources of LNG supply were Qatar, Nigeria and Indonesia.

ENILIVE AND PLENITUDE

(a) Redetermined based on the effective biorefinery capacity.

(b) Starting from 2024, following the business reorganization, the wholesale volumes include sales through bunkering, sales to oil companies and chemicals. The comparative periods have been appropriately restated.

(c) Mainly sales to Group's companies.

Business developments

The Refining business continues the decarbonization process with the final investment decision to convert the traditional Livorno plant into a biorefinery, following the same successful model adopted in Gela and Venice. The start-up of the new biorefining lines is expected in 2026 with a capacity of 500 ktons/y of HVO diesel, VVO naphtha and bio-LPG through the reconfiguration of the existing hub. The project, which has obtained the release of the Health Impact Assessment (HIA) and favorable opinion of the Environmental Impact Assessment (EIA) Commission, is awaiting the signing of the decree by the Ministry of Environment and Energy Security. It includes the construction of a biogenic feedstock pretreatment unit, an Ecofining™ plant and a facility for the production of hydrogen from natural gas.

As part of the expansion of the biofuels business in Asian markets, Enilive, Petronas and Euglena Co. Ltd reached a final investment decision (FID) to build and operate a biorefinery within the Pengerang industrial site in Malaysia, which is strategically close to sources of feedstock supply and with easy access to main international shipping routes. The plant, based on Ecofining™ technology, is expected to be operational by the second half of 2028 and will produce SAF, HVO and bio-naphtha, addressed to the aviation and transport sectors. The expected processing capacity will be about 650 ktons/y.

Furthermore, Enilive and LG Chem thanks to the preliminary agreement of September 2023, signed a joint venture agreement representing a further step towards the final investment decision for the construction of a new biorefinery in South Korea. The target is to reach a treatment capacity of about 400 ktons/y of biogenic raw materials, leveraging on Eni's Ecofining™ technology.

Enilive Iberia finalized the acquisition of 100% of the shares of Atenoil, a company operating in the service station segment. The transaction, which has been approved by the relevant authorities, includes 21 service stations in the regions of Madrid, Andalusia and Castilla-La Mancha.

Signed a Letter of Intent (LoI) between Enilive and Ryanair for the long-term supply of sustainable aviation fuel “SAF” (Sustainable Aviation Fuel) at selected Ryanair airports across Italy. This agreement provides for up to 100 ktons of SAF between 2025 and 2030.

Furthermore, Eni signed an agreement with Fincantieri and RINA, a multinational inspection, certification, and engineering consultancy, to evaluate initiatives in the energy transition, targeting the decarbonization of the maritime sector.

Plenitude and Energy Infrastructure Partners (EIP) finalized the agreement for EIP to enter Plenitude's share capital through a reserved capital increase of approximately €0.6 bln, equal to around 7.6% of the Company’s share capital.

Plenitude has inaugurated the Villanueva II solar plant, with an installed capacity of 50 MW. The park has been developed over an area of about 100 hectares and is connected to the national transmission grid. The plant, consisting of over 76,000 photovoltaic modules, will produce over 100 GWh/year of electricity, equivalent to the energy needs of over 30,000 households.

In addition, in Italy Plenitude started operations at the Ravenna Ponticelle photovoltaic plant, with an installed capacity of 6 MW and completed the Montalto di Castro plant (photovoltaic, 24 MW in Eni's share). 

In Spain, started the construction works at the Renopool photovoltaic solar installation, the largest PV plant ever built by the company, with an installed capacity of 330 MW. The solar park will generate 660 GWh/y and it will feature seven photovoltaic plants and one electric substation.

Plenitude, through its subsidiary Be Charge, signed a strategic partnership with MERKUR for the installation and management of innovative electric vehicle charging stations at MERKUR shopping centers across Slovenia. The agreement involves the installation, construction and management of 62 technologically advanced fast and ultra-fast charging points across the Country. The first charging stations of Plenitude will be operational at 24 MERKUR centers by the end of 2024, while the entire project will be completed by early 2026.

Plenitude started the operation at a new onshore wind farm with a capacity of 39 MW in Calabria, Italy. The plant, consisting of nine state-of-the-art wind turbines will produce 84 GWh of electricity per year, equivalent to the annual consumption of more than 30,000 households.

ENILIVE

Bio throughputs were 676 ktonnes, up by around 145% from the same period of 2023. The higher volumes processed benefitted from the entry into full operation of the Chalmette biorefinery, as well as from the increased processing at the Gela and Venice biorefineries, following the higher availability of the plants.

In the first half of 2024, sales of refined products (11.81 mmtons) increased by 0.92 mmtons compared to the corresponding period of 2023 (up by 8.4%).

Retail sales in Italy were 2.60 mmtons, showing a slight increase of around 1% due to higher volumes of gasoline and HVO, partially offset by lower sales of gasoil. Eni’s retail market share of the first half 2024 was 21.1%, unchanged compared to the first half 2023.

As of June 30, 2024, Eni’s retail network in Italy consisted of 3,899 service stations, recording a decrease from June 30, 2023 (3,985 service stations), resulting from the negative balance of acquisitions/releases of lease concessions (-91 units) and the non-renewal of 3 motorway concession, offset by the increase in owned (5 units) and leased (3 units) service stations. Average throughput in Italy (711 kliters) is in line with the first half of 2023 (712 kliters).

Wholesale sales in Italy were 5.34 mmtons, including 0.18 mmtons to the Petrochemical sector, were up by 13% from the first half of 2023, mainly due to higher sales of gasoline, gasoil and jet fuel. Other sales in Italy (1.17 mmtons) decreased compared to the first half of 2023 (down by 6.4%).

Retail and wholesale sales outside Italy of 2.70 mmtonnes increased by 0.37 mmtonnes from the first half of 2023. This increase mainly reflects higher volumes marketed in Germany and Spain, partly offset by lower sales in Austria and France. 

PLENITUDE

RETAIL GAS & POWER

In the first half of 2024, retail and business gas sales in Italy and the rest of Europe amounted to 3.29 bcm, down by 0.50 bcm or 13.2% from the first half of 2023, mainly due to lower consumptions.

Gas sales in Italy amounted to 2.29 bcm, down by 9.8% from the comparative period, mainly reflecting lower volumes marketed at retail segment.

Gas sales in the European markets (1 bcm) reported a decrease of 0.25 bcm compared to the first half of 2023 as result of lower volumes sold in particular in France.

In the first half of 2024, retail and business power sales to end customers, managed by Plenitude and the subsidiaries outside Italy (France, Iberian Peninsula and Greece) amounted to 8.78 TWh, substantially in line with the first half of 2023.

RENEWABLES

Energy production from renewable sources amounted to 2.3 TWh (of which 1.2 TWh photovoltaic, 1.1 TWh wind) up by 0.3 TWh compared to the first half of 2023, mainly benefitting from the contribution of acquired assets in operation and the start-up of organic projects, partially offset by adverse natural events in Texas.

Installed capacity

Follows breakdown of the installed capacity from renewables by technology:

Breakdown by Country:

* Installed storage capacity amounted to 21 MW and 21 MW in the first half 2024 and the first half 2023, respectively. 

As of June 30, 2024, the total renewable installed capacity was 3.1 GW. Compared to June 30, 2023, the capacity increased by 0.6 GW, mainly thanks to the acquisition in the USA and to the organic development in Italia, Spain, Kazakhstan and the UK.

E-MOBILITY

As of June 30, 2024, the installed charging points for electric vehicles amounted to 20.4 thousand units (of which 97% in Italy), up 23% from June 30, 2023 (16.6 thousand units) and up 7% from the end of 2023 (19 thousand units as of December 31, 2023).

REFINING, CHEMICALS AND POWER

(a) From January 1, 2024, the benchmark refining margin has been calculated based on a new methodology which considers a revised industrial set-up in connection with the planned restructuring of the Livorno plant and implemented optimizations of utilities consumption, as well as current trends in crude supplies building in a slate of both high-sulfur and low-sulfur crudes.

Portfolio developments

Versalis finalized the acquisition of 100% of Tecnofilm SpA, a specialist company operating in the compounding sector. The operation is in line with Versalis’ strategy intended to strengthen the market share in high-value segments.

In addition, Versalis has entered into a collaboration with Crocco (SpA SB), a pioneering flexible packaging company, have launched a collaboration to produce food packaging film made from raw materials partly derived from the recycling of post-consumer plastics, targeting mass production for the large-scale retail market.

REFINING

In the first half of 2024, Eni’s Standard Refining Margin – SERM – amounted to 7.6 $/barrel, reporting decrease of 7.3% compared to the values reported in the same period of 2023 (8.2 $/barrel).

Eni refining throughputs on own account were 12.20 mmtonnes, down from the first half of 2023. In Italy, the reduced throughputs reflected lower volumes processed at Livorno refinery following the new set-up of the plant and the Sannazzaro refinery for planned maintenance. Throughputs in the rest of world are slightly decreasing compared to 2023, due to lower volumes processed by Adnoc for planned maintenance, partly offset by higher throughputs in Germany. Increased by 2 percentage points the average plant utilization rate (78%).

CHEMICALS

Chemicals production of 2,849 ktonnes decreased by 29 ktonnes (down by 1%). The main reduction were reported in the polymers segment, due to the planned standstills at Mantua and Brindisi plants.

Chemicals sales of 1,617 ktonnes increased by 38 ktonnes (up by 2.4%). In particular, higher volumes sales concerned Biochem segment (+61 ktonnes) following the consolidation of Novamont Group and intermediates (+39 ktonnes), partly offset by polymers segment (-54 ktonnes) due to the unfavorable scenario.

Moulding & Compounding sales of 36 ktonnes are related to semi-finished and products of the Finproject Group, particularly the last generation compound based on expandable polyolefins under the Levirex^® brand and the ultra-light plastic material under the XL Extralight^® brand.

Polyethylene and styrenics margins decreased due to lower prices as a result of a significant drop in demand.

POWER

Eni’s power generation sites are located in Brindisi, Ferrera Erbognone, Ravenna, Mantua, Ferrara and Bolgiano. As of June 30, 2024, installed operational capacity of EniPower’s power plants was 2.3 GW (net to Eni). In the first half of 2024, thermoelectric power generation was 9.23 TWh, decreasing from the first half of 2023. Electricity trading (3 TWh) reported a decrease of 11.5% from the comparative period, continuing the optimization of inflows and outflows of power. In the first half of 2024, power sales in the open market were 12.23 TWh, representing a decrease of 10.9%, following the lower volumes sold to the open market, partly offset by higher volumes marketed to Power Exchange.

Financial review

SEGMENT MANAGEMENT INFORMATION

From January 1, 2024, the Eni segment information tracked by the management is articulated as follows:

The aggregation of Enilive (biorefining and retail sale of sustainable mobility products) and Plenitude (retail sale of energy commodities and value added services, production of electricity from renewable sources and management of the network of EV charging stations) in a single reporting segment is motivated by the fact that the two businesses exhibit similar economic characteristics, have a prevalent retail activity as customer-facing segments with a wide range of opportunities for cross-selling, as well as by the common strategic goal to decarbonize customers' CO₂ emissions and the attractiveness of dedicated capital.

The Power business, given its less significant relevance in proportion to the Group's main economic and financial figures, has been aggregated with the operating segments with which it shares industrial similarities.

The re-segmentation of the adjusted operating profit for the comparative period of 2023 is disclosed below:

For purpose of IFRS statutory financial reporting, Enilive and Plenitude are presented as two separate reportable segments.

PROFIT AND LOSS ACCOUNT

REPORTED RESULTS

The results for the first half of 2024 were achieved in a context characterized by a mixed commodities price scenario: Brent increased from 80 $/barrel in the first half of 2023, to 84 $/barrel in the first half of 2024 (up 5%); natural gas prices strengthened the downward trend underway by the last part of 2022, with a decrease of approximately 80% at the main European hubs (TTF and PSV) compared to the similar decrease experienced during the energy crisis associated with the conflict between the Russia and Ukraine; a similar trend characterized the US market (down 34% compared to the first half of 2023); oil refining margins, albeit down compared to the first half of 2023 (down 7.3%) and on a sequential basis in 2024 benefited from still generally favourable market conditions with an average refining margin of 7.6 $/bbl thanks to the positive trend in fuel demand driven in particular by the civil aviation and road transport segments, bottlenecks in the system/delays in start-ups as well as reduction of gas prices; the downturn of the European chemical business that characterized the 2023 full year continued in the first half of 2024, due to low dynamism in European demand and the fall in industrial production.

In the first half of 2024, net profit attributable to Eni’s shareholders was €1,872 million compared to €2,682 million in the first half of 2023, down 30% driven by lower income from investments, also due to a gain reported in the comparative period in connection to the sale of Eni’s subsidiaries managing the TTPC/Transmed pipelines and the relevant transportation rights following the agreement with Snam, as well as higher tax rate impacted by lower gas prices and a less favorable geographic profit mix (in terms of an increasing share of taxable income in countries with a higher tax rate).

Net cash provided by operating activities decreased by 13% to €6,475 million, while net borrowings before IFRS 16 was €12,113 million.

The following table shows the main scenario indicators reported in the first half of 2024:

(a) Price per barrel. Source: Platt’s Oilgram.

(b) Source: ECB.

(c) In $/bbl. Source: Eni calculations. From January 1, 2024, the benchmark refining margin has been calculated based on a new methodology which considers a revised industrial set-up in connection with the planned restructuring of the Livorno plant and implemented optimizations of utilities consumption, as well as current trends in crude supplies building in a slate of both high-sulfur and low-sulfur crudes.

(d) €/MWh.        

ADJUSTED RESULTS AND BREAKDOWN OF SPECIAL ITEMS

In the first half of 2024, the Group proforma adjused EBIT of €8,223 million was excellent despite the mixed market environment with good crude oil realizations and positive refining margins albeit down compared to first half of 2023, lower gas prices and wholesale margins, and weaker margins of chemical products. The performance was supported by the E&P segment (€6,852 million, up 3% vs. the first half of 2023) due to noticeable production growth (up by 5% compared to the first half of 2023) and better crude liquids realizations (up 7% vs. comparative period of 2023), positive trend in the results of Enilive and Plenitude segment (up 14% compared to the first half of 2023) due to higher biorefinery throughputs and positive marketing performance, and the ramp-up in renewable installed capacity and related production volumes. These positives were offset by the reduction in the GGP result (down 74% vs. the first half of 2023) driven by less favorable price scenario and lower benefits from one-off effects linked to the outcomes of negotiations/settlements, as well as lower performance in the Refining, Chemical and Power segment (a loss of €58 million in the first half of 2024 compared to a profit of €214 million in the first half of 2023).

The Group reported an adjusted net profit of €3,101 million (down 36% from the first half of 2023) reflecting also higher net finance expense due to lower interest income on cash deposits and higher tax rate.

In the first half of 2024 adjusted tax rate was 52% (up approximately 8 percentage points from the first half of 2023) due to the prevailing effect of the Upstream foreign taxation with higher tax rate and a reduced fiscal contribution of other sectors generally operating in OECD jurisdiction with lower tax rate.

The breakdown of special items recorded in operating profit by segment (net charges of €1,967 million) is as follows:

The other special items in the first half of 2024 included a gain of €0.2 billion in connection to the sale of a 10% stake in the equity interests of Eni’s interest in Saipem.

¹ The overall gain following the comprehensive agreement was approximately €0.8 billion; the amount not considered as special item is included in the adjusted result.

REVENUES