Eni — Regulatory Filings 2015

Apr 1, 2015

6-K 1 sj0315en6k.htm HTML PUBLIC "-//IETF//DTD HTML//EN" sj0315en6k

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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 2015

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 o

(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 o No x

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): )

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TABLE OF CONTENTS TOC

Press Release dated March 12, 2015

Press Release dated March 13, 2015

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/TOC

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.
Name: Antonio Cristodoro
Title:	Head of Corporate Secretary's Staff Office

Date: March 31, 2015

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2014 Consolidated Financial Statements and Draft Financial Statements of the Parent Company

Convening of the Annual Shareholders’ Meeting

| • | Consolidated
financial statements: net profit euro 1.29 billion; |
| --- | --- |
| • | Separate
financial statements: net profit euro 4.45 billion; |
| • | Dividend
proposal: euro 1.12 per share. |

Rome, March 12, 2015 - Today, the Board of Directors approved Eni’s consolidated financial statements and the separate draft financial statements of the parent company for the year ending December 31, 2014. Consolidated net profit amounted to euro 1,291 million and net profit of the parent company amounted to euro 4,455 million. These results and the underlying business trends were commented through the press release on Eni's preliminary results for 2014. This press release was issued on February 18, 2015 1 . The Board of Directors intends to submit a proposal for the distribution of a cash dividend of euro 1.12 per share (euro 2.24 per ADR) at the Annual Shareholders’ Meeting. Included in this annual distribution is euro 0.56 2 per share which was paid as an interim dividend in September 2014. The balance of euro 0.56 per share (euro 1.12 per ADR) is payable to shareholders on May 20, 2015, the ex-dividend date being May 18, 2015 and the record date being May 19, 2015. The review of the sustainability performance has been included in the 2014 Integrated Annual Report, to provide a comprehensive insight into the Company’s business model. An Annual Report on Form 20-F will be filed with the U.S. SEC and the Italian market authorities as early as in the first decade of April 2015. This report will be disseminated through the Company’s headquarters and on Eni's website eni.com and through other sources provided by the regulation in force. Enclosed are the 2014 IFRS consolidated statements of the companies within the Eni group as included in the approved Consolidated financial statements and the statements of the parent company Eni SpA.

The Board of Directors also approved the Report on Corporate Governance and Shareholding Structure and the Remuneration Report which have been prepared in accordance to Article No. 123- bis and ter of the Italian comprehensive code for exchanges and securities, respectively. These reports will be filed with the Italian Exchange Authority, made available at the Company's headquarters and published on Eni’s website, in the "Governance", "Documentation" and "Investor Relations" sections, together with the 2014 Annual Report.

Convening of the Ordinary Shareholders' Meeting on May 13, 2015 (single call) The Board of Directors convened the Annual Shareholders' Meeting on May 13, 2015 – Ordinary Meeting – to approve the 2014 financial statements of the parent company and the dividend proposal, and also to express its consultative vote about the remuneration policy that the Company intends to adopt in 2015 as disclosed in the first section of the Remuneration Report.

---

| (1) | The press
release on Eni’s preliminary results for the year
2014, published on February 18, 2015, is available on
Eni’s website, eni.com, in the Investor Relations,
Media and Documentation sections. |
| --- | --- |
| (2) | Dividends are
not entitled to tax credit and, depending on the
receiver, are subject to a withholding tax on
distribution or are partially cumulated to the
receiver’s taxable income. |

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Eni’s Chief Financial and Risk Management Officer, Massimo Mondazzi, in his capacity as 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

ufficio.stampa@eni.com segreteriasocietaria.azionisti@eni.com investor.relations@eni.com

Web site: www.eni.com

---

Eni Società per Azioni Roma, Piazzale Enrico Mattei, 1 Share capital: euro 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 website eni.com .

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Attachment

IFRS Consolidated Financial Statements

PROFIT AND LOSS ACCOUNT

(euro million)

| Full
year | |
| --- | --- |
| 2013 | 2014 |

| REVENUES — Net sales
from operations | 114,697 | | 109,847 | |
| --- | --- | --- | --- | --- |
| Other income and revenues | 1,387 | | 1,101 | |
| Total
revenues | 116,084 | | 110,948 | |
| OPERATING EXPENSES | | | | |
| Purchases,
services and other | 90,003 | | 86,340 | |
| Payroll and related costs | 5,301 | | 5,337 | |
| OTHER
OPERATING (EXPENSE) INCOME | (71 | ) | 145 | |
| DEPRECIATION, DEPLETION, AMORTIZATION AND
IMPAIRMENTS | 11,821 | | 11,499 | |
| OPERATING
PROFIT | 8,888 | | 7,917 | |
| FINANCE INCOME (EXPENSE) | | | | |
| Finance
income | 5,732 | | 6,459 | |
| Finance expense | (6,653 | ) | (7,710 | ) |
| Income
(expense) from other financial activities held for
trading | 4 | | 24 | |
| Derivative financial instruments | (92 | ) | 162 | |
| | (1,009 | ) | (1,065 | ) |
| INCOME (EXPENSE) FROM INVESTMENTS | | | | |
| Share of
profit (loss) of equity-accounted investments | 222 | | 121 | |
| Other gain (loss) from investments | 5,863 | | 369 | |
| | 6,085 | | 490 | |
| PROFIT BEFORE INCOME TAXES | 13,964 | | 7,342 | |
| Income
taxes | (9,005 | ) | (6,492 | ) |
| Net profit | 4,959 | | 850 | |
| Attributable
to: | | | | |
| - Eni's shareholders | 5,160 | | 1,291 | |
| - non-controlling
interest | (201 | ) | (441 | ) |
| Net profit per share (euro per share) | | | | |
| - basic | 1.42 | | 0.36 | |
| - diluted | 1.42 | | 0.36 | |

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BALANCE SHEET

(euro million)

Dec. 31, 2013 Dec. 31, 2014

ASSETS
Current
assets
Cash and cash equivalents	5,431		6,614
Other
financial activities held for trading	5,004		5,024
Other financial assets available for sale	235		257
Trade and
other receivables	28,890		28,601
Inventories	7,939		7,555
Current
tax assets	802		762
Other current tax assets	835		1,209
Other
current assets	1,325		4,385
	50,461		54,407
Non-current
assets
Property, plant and equipment	63,763		71,962
Inventory
- compulsory stock	2,573		1,581
Intangible assets	3,876		3,645
Equity-accounted
investments	3,153		3,115
Other investments	3,027		2,015
Other
financial assets	858		1,022
Deferred tax assets	4,658		5,231
Other
non-current receivables	3,676		2,773
	85,584		91,344
Assets
held for sale	2,296		456
TOTAL ASSETS	138,341		146,207
LIABILITIES
AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term
debt	2,553		2,716
Current portion of long-term debt	2,132		3,859
Trade and
other payables	23,701		23,703
Income taxes payable	755		534
Other
taxes payable	2,291		1,873
Other current liabilities	1,437		4,489
	32,869		37,174
Non-current liabilities
Long-term
debt	20,875		19,316
Provisions for contingencies	13,120		15,898
Provisions
for employee benefits	1,279		1,313
Deferred tax liabilities	6,750		7,847
Other
non-current liabilities	2,259		2,285
	44,283		46,659
Liabilities
directly associated with assets held for sale	140		165
TOTAL LIABILITIES	77,292		83,998
SHAREHOLDERS'
EQUITY
Non-controlling interest	2,839		2,455
Eni
shareholders' equity
Share capital	4,005		4,005
Reserve
related to the fair value of cash flow hedging
derivatives net of tax effect	(154	)	(284	)
Other reserves	51,393		57,343
Treasury
shares	(201	)	(581	)
Interim dividend	(1,993	)	(2,020	)
Net profit	5,160		1,291
Total Eni shareholders' equity	58,210		59,754
TOTAL
SHAREHOLDERS' EQUITY	61,049		62,209
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	138,341		146,207

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STATEMENT OF CASH FLOWS

(euro million)

| Full
year | |
| --- | --- |
| 2013 | 2014 |

Net profit	4,959		850
Adjustments
to reconcile net profit to net cash provided by operating
activities:
Depreciation, depletion and amortization	9,421		9,970
Impairments
of tangible and intangible assets, net	2,400		1,529
Share of loss of equity-accounted investments	(222	)	(121	)
Gain on
disposal of assets, net	(3,770	)	(95	)
Dividend income	(400	)	(385	)
Interest
income	(142	)	(171	)
Interest expense	711		719
Income
taxes	9,005		6,492
Other changes	(1,882	)	744
Changes in
working capital:
- inventories	350		1,524
- trade
receivables	(1,379	)	2,344
- trade payables	703		(1,253	)
-
provisions for contingencies	59		(187	)
- other assets and liabilities	723		240
Cash
flow from changes in working capital	456		2,668
Net change in the provisions for employee
benefits	6		9
Dividends
received	630		612
Interest received	97		112
Interest
paid	(942	)	(882	)
Income taxes paid, net of tax receivables
received	(9,301	)	(6,941	)
Net
cash provided from operating activities	11,026		15,110
Investing activities:
- tangible
assets	(10,913	)	(10,685	)
- intangible assets	(1,887	)	(1,555	)
-
consolidated subsidiaries and businesses	(25	)	(36	)
- investments	(292	)	(372	)
-
securities	(5,048	)	(77	)
- financing receivables	(978	)	(1,289	)
- change
in payables and receivables in relation to investments
and capitalized depreciation	50		669
Cash flow from investments	(19,093	)	(13,345	)
Disposals:
- tangible assets	514		97
-
intangible assets	16		8
- consolidated subsidiaries and businesses	3,401
-
investments	2,429		3,579
- securities	36		57
-
financing receivables	1,561		506
- change in payables and receivables in relation
to disposals	155		155
Cash
flow from disposals	8,112		4,402
Net cash used in investing activities	(10,981	)	(8,943	)

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(continued) STATEMENT OF CASH FLOWS

(euro million)

| Full
year | |
| --- | --- |
| 2013 | 2014 |

| Proceeds from long-term debt — Repayments
of long-term debt | 5,418 — (4,720 | ) | 1,916 — (2,751 | ) |
| --- | --- | --- | --- | --- |
| Increase (decrease) in short-term debt | 1,017 | | 207 | |
| | 1,715 | | (628 | ) |
| Net capital contributions by non-controlling
interest | 1 | | 1 | |
| Net
acquisition of treasury shares different from Eni SpA | 1 | | | |
| Disposal (acquisition) of interests in
consolidated subsidiaries | (28 | ) | | |
| Dividends
paid to Eni's shareholders | (3,949 | ) | (4,006 | ) |
| Dividends paid to non-controlling interests | (250 | ) | (49 | ) |
| Net
purchase of treasury shares | | | (380 | ) |
| Net cash used in financing activities | (2,510 | ) | (5,062 | ) |
| Effect of
change in consolidation (inclusion/exclusion of
significant/insignificant subsidiaries) | 2 | | 2 | |
| Effect of exchange rate changes on cash and cash
equivalents and other changes | (42 | ) | 76 | |
| Net
cash flow for the period | (2,505 | ) | 1,183 | |
| Cash and cash equivalents - beginning of the
period | 7,936 | | 5,431 | |
| Cash
and cash equivalents - end of the period | 5,431 | | 6,614 | |

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IFRS Financial Statements of the parent company

PROFIT AND LOSS ACCOUNT

(euro million)

| Full
year | |
| --- | --- |
| 2013 | 2014 |

| REVENUES — Net sales
from operations | 48,018 | | 42,350 | |
| --- | --- | --- | --- | --- |
| Other income and revenues | 271 | | 359 | |
| | 48,289 | | 42,709 | |
| OPERATING EXPENSES | | | | |
| Purchases,
services and other | (48,517 | ) | (41,782 | ) |
| Payroll and related costs | (1,197 | ) | (1,073 | ) |
| OTHER
OPERATING (EXPENSE) INCOME | (168 | ) | (79 | ) |
| DEPRECIATION, DEPLETION, AMORTIZATION AND
IMPAIRMENTS | (1,740 | ) | (1,260 | ) |
| OPERATING
PROFIT | (3,333 | ) | (1,485 | ) |
| FINANCE INCOME (EXPENSE) | | | | |
| Finance
income | 2,080 | | 1,426 | |
| Finance expense | (2,464 | ) | (1,919 | ) |
| Income
(expense) from other financial activities held for
trading | 4 | | 24 | |
| Derivative financial instruments | (91 | ) | 330 | |
| | (471 | ) | (139 | ) |
| INCOME (EXPENSE) FROM INVESTMENTS | 8,402 | | 5,523 | |
| PROFIT
BEFORE INCOME TAXES | 4,598 | | 3,899 | |
| Income taxes | (184 | ) | 556 | |
| NET
PROFIT | 4,414 | | 4,455 | |

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BALANCE SHEET

(euro million)

Dec. 31, 2013 Dec. 31, 2014

ASSETS
Current
assets
Cash and cash equivalents	3,894		4,280
Other
financial activities held for trading	5,004		5,024
Trade and other receivables:	18,784		20,831
-
financial receivables	5,744		6,789
- trade and other receivables	13,040		14,042
Inventories	2,190		1,699
Current income tax assets	293		155
Other
current tax assets	175		399
Other current assets	846		2,417
	31,186		34,805
Non-current assets
Property,
plant and equipment	6,792		7,422
Inventory - compulsory stock	2,649		1,530
Intangible
assets	1,212		1,197
Equity-accounted investments	34,747		32,871
Other
financial assets	2,873		3,980
Deferred tax assets	1,927		1,727
Other
non-current receivables	2,493		1,673
	52,693		50,400
Assets
held for sales	10		14
TOTAL ASSETS	83,889		85,219
LIABILITIES
AND SHAREHOLDERS’ EQUITY
Current liabilities
Short-term
debt	4,536		3,799
Current portion of long-term debt	1,929		3,488
Trade and
other payables	8,478		9,533
Income taxes payable	2		4
Other
taxes payable	1,600		1,227
Other current liabilities	1,294		2,647
	17,839		20,698
Non-current liabilities
Long-term
debt	18,784		17,400
Provisions for contingencies	4,212		4,514
Provisions
for employee benefits	344		381
Other non-current liabilities	1,967		1,697
	25,307		23,992
TOTAL LIABILITIES	43,146		44,690
SHAREHOLDERS’
EQUITY
Share capital	4,005		4,005
Legal
reserve	959		959
Other reserves	33,559		33,711
Interim
dividend	(1,993	)	(2,020	)
Treasury shares	(201	)	(581	)
Net profit	4,414		4,455
TOTAL SHAREHOLDERS’ EQUITY	40,743		40,529
TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY	83,889		85,219

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Eni 2015-2018 Strategic Plan

Transforming Eni to Create Value

Main targets

• E&P: continued production growth supported by significant discoveries

| - | Production
CAGR 3.5% |
| --- | --- |
| - | 2 bln boe
of new resources expected at unitary cost of 2.6 $/b |
| - | Average
2017-2018 self financing ratio at ~140% |

• G&P: faster improvement than expected

| - | Full
alignment to market and substantial recovery of ToP
volumes by 2016 |
| --- | --- |
| - | Cumulative
operating cash flow of 3 billion euros |

• R&M: continued improvements in efficiency

| - | Operating
cash flow and adjusted EBIT breakeven anticipated in 2015 |
| --- | --- |
| - | Cumulative
operating cash flow in excess of 1.5 bln euros |

• Chemicals: capacity reduction and refocusing of the product portfolio

• Operating cash flow and adjusted EBIT breakeven by 2016

• Cost reduction versus 2014-2017 Strategic Plan

| - | CAPEX:
-17% at constant euro/$ rate |
| --- | --- |
| - | OPEX per
barrel: -7% |
| - | G&A:
-500 mln euro/year, 2 bln euros cumulative by 2018 |

• Strong and sustainable cash flow

| - | 2015-2016:
with average Brent at 63 $/b, 100% of investments
financed by operating cash flow |
| --- | --- |
| - | 2017-2018:
with average Brent at 85 $/b, operating cash flow +40%
compared to 2015-2016 |
| - | Disposals
of 8 bln euros, 70% in 2015-2016 |
| - | Cumulative
free cash flow: >16 bln euros |

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• Shareholder remuneration

| - | 2015
dividend proposal of 0.8 euros per share |
| --- | --- |
| - | Progressive
shareholder remuneration with underlying earnings growth |

Claudio Descalzi, Chief Executive Officer, said: "Since last summer Eni's transformation into a more closely integrated oil and gas business has made significant progress. While maintaining our focus on our exploration success we have achieved the turnaround of G&P one year earlier than expected and the restructuring of our R&M activities will lead to break even in 2015 .

Despite this success, the oil price fall means our 2015-2018 plan is predicated on much lower oil prices. We have taken a series of additional measures, including capex optimizations and opex and G&A reductions, all of which will strengthen the business. The decision to re-base the dividend in 2015 is appropriate and in line with our strategic objectives considering the new oil price scenario. It sets a level from which sustainable returns can be delivered while maintaining a progressive dividend policy with underlying earnings growth.

We are building a much more robust Eni capable of facing a period of lower oil prices and generating sustainable returns and creating value for shareholders."

London, March 13, 2015 - Claudio Descalzi, Eni’s CEO, presents today the Company’s 2015-2018 Strategic Plan to the financial community.

The completion of Eni’s transformation process, which started in 2014 before the fall in oil prices, and which became even more crucial in current market conditions, will allow the company to achieve its targets, namely: i) strong cash generation and value creation; ii) sustainable shareholder returns; iii) financial stability, even in a lower oil price environment. This transformation process is set within a radically different global landscape from that of the previous plan, with a Brent price estimated at 55 $/b in 2015,

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more than half compared to the last four year average, and expected to gradually increase to 90 $/b in 2018.

Given the current oil price, Eni believes it is appropriate to:

• ensure continued improvement and growth in the upstream area, leveraged by the ability to discover large new hydrocarbon reserves and rapidly complete 70 major development projects in geographically diversified areas, most of which have already started;

• complete the ongoing restructuring process in the mid-downstream, severely affected by the recent crisis in the European gas and refining market, bringing the businesses back to breakeven and later to profit;

• continue to pursue investment optimization in all activities (-17% compared to the previous plan) while containing Opex and G&A.

In the framework of the Group’s transformation process and given the targets set out in the plan, after having planned the major additional efforts mentioned above, the company intends to propose a 2015 dividend of euro 0.8/share. The distribution policy will be progressive with underlying earnings growth.

The buy-back program is suspended. Its reintroduction will be evaluated when the strategic progress and market scenario allow it.

Exploration & Production

Exploration remains an important growth driver for the company. Throughout the plan, Eni expects new discoveries of 2 billions boe at a competitive cost of 2.6 $/b. In the first two years of the plan, activity will be focused on proven plays and near-field exploration in order to quickly complete the full appraisal of resource potential while benefiting from all the logistical advantages in the development and production start-up activities.

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The hydrocarbon production growth target is equal to 3.5% per year in the 2015-2018 period, and will be achieved mainly through the start-up of 16 major projects and the ramp-up of those already started in 2014, with a total contribution in excess of 650 kboe/d in 2018. These projects will have an average breakeven level of 45 $/b, and will generate an additional cumulative operating cash flow of 19 billion euros in 2015-2018.

Gas & Power

Gas & Power’s restructuring plan, which has accelerated remarkably in 2014, will be completed in the four year plan. The plan will see:

• full alignment of gas supply costs to market prices and substantial recovery of pre-paid take or pay volumes by 2016;

• simplification of the operational structure and optimization of logistical costs with savings of 300 million euros by 2018;

• development and growth in high value segments, in particular in retail, trading, and LNG.

The cumulative operating cash flow expected in the period 2015-2018 will amount to 3 billion euros.

Refining & Marketing

In order to address the structural weaknesses expected in Refining over the next four years, Eni will complete the transformation process of the R&M segment, bringing operating cash flow and adjusted EBIT to breakeven as early as 2015, through:

• the completion of the rationalization and reconversion process of facilities in Italy and abroad with a further 20% reduction in refining capacity, in addition to the 30% reduction already achieved;

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• continuous efficiency improvements;

• the development of marketing activities and the rationalization of the portfolio in Italy and abroad.

Overall, the planned actions will allow the company to reduce the breakeven adjusted margin in refining to approximately 3 $/b at the end of the plan. In the 2015-2018 period, it plans to achieve a total operating cash flow from R&M activities of over 1.5 bln euros.

Chemicals

Eni confirms its target to reach EBIT adjusted breakeven in 2016 by leveraging on:

• reconversion of critical sites;

• refocusing on higher added value products and on the development of "green" chemicals;

• c reating a more international business, supported also by strategic alliances.

Financial strategy

The four year plan investment, focused on high value projects with accelerated returns, envisages a CAPEX of approximately euro 48 billion, representing a 17% reduction at constant foreign exchange rate versus the previous plan. Half of the investments are not finalized, allowing a high level of financial flexibility should the weak current market conditions persist. In terms of unitary operating costs (OPEX), in 2014 Eni maintained the oil industry’s lowest level at 8.3 $/b. In the 2015-2018 plan, a further decrease of about 7% versus the previous plan is expected. Cumulative G&A costs will be reduced by approximately 2 billion euros in the plan period.

Operating cash flow will fully cover investments in the 2015-2016 period, considering an average oil price scenario at about 63 $/b. In the period 2017-2018, operating cash flow will

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increase by 40% due to the combined effect of industrial development actions in E&P, the restructuring of the mid-downstream business, the expected improvement in Brent prices foreseen at 85 $/b.

A substantial contribution to cash flow will come from planned disposals, which will amount to 8 billion euros, 70% of which will take place within the first two years of the plan. About 50% will come from the dilution of stakes held in recent exploration discoveries, while maintaining the operatorship in line with Eni’s dual exploration model. The sale of the remaining shares in Snam and Galp will represent about 25%. The remaining 25% will come from the disposal of mature upstream and non-core mid- downstream assets.

The cumulative free cash flow expected in 2015-2018 will be in excess of 16 billion euros.

In conclusion, the strategic transformation outlined in the plan will lead to a much more robust Eni, which will be able to face a period of lower oil prices while continuing to create value in a sustainable way.

Company Contacts: Press Office: Tel. +39.0252031875 - +39.0659822030 Freephone for shareholders (from Italy): 800940924 Freephone for shareholders (from abroad): +39.80011223456 Switchboard: +39-0659821

ufficio.stampa@eni.com segreteriasocietaria.azionisti@eni.com investor.relations@eni.com

Web site: www.eni.com

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