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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the period September 13, 2004

SANPAOLO IMI S.p.A.
(Exact name of registrant as specified in its charter)

Piazza San Carlo 156
10121 Turin, Italy
(Address of principal executive offices)

        Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ý    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 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o    No ý

SANPAOLO IMI

PRESS RELEASE

SANPAOLO IMI Group: interim results approved

Net income: 691 million euro (+56.7% on 2003)

Annual RoE: 12.6% (8.3% in 2003)

Cost/income ratio falls to 58.9%

All main aggregates up on same period of 2003:

Turin, 13 September 2004—The Board of Directors today approved the results of the SANPAOLO IMI Group for the first six months of 2004, showing a positive growth in the main income margins against the corresponding period of 2003.

In the first six months of the year, the Group achieved a decisive improvement in net interest and other banking income (+3.8%) which rose to 3,799 million euro, thanks above all to growth in net commissions (+14.8%) and profits from companies carried at equity and dividends from shareholdings (+30.8%). Operating income was thus 1,493 million euro (+12.2%) and benefited, beyond growth in revenues, also from operating cost containment actions.

Ordinary income reached 1,056 million euro (+12.7% on the corresponding period of 2003): credit quality remained high, notwithstanding the adjustments made, thanks to strict loan disbursement criteria and prudential provisioning policies extended to all the banking networks, as demonstrated by the total of doubtful loans, which fell by 5.3%.

Net income was thus 691 million euro against 441 million in the previous period (+56.7%): the annualised RoE was 12.6% against 8.3% in the first six months of 2003.

The results achieved are fully in line with the growth set out in the budget 2004 and, also in the light of current trends, allow confirmation of the objectives of the Three-year Plan: RoE of 15% in 2005 and, at that date, a cost/income ratio of 55%.

* * *

Group net interest and other banking income was 3,799 million euro, mainly due to the positive performance in commission income.

2


Net interest income in the first six months of 2004 was 1,811 million euro: the reduction of 2.4% on the corresponding period of last year was substantially due to the deterioration in total spreads, attributable to the fall in interest rates (three-month Euribor averaged down 46 basis points) and lower returns from fund imbalances, mitigated by the contribution generated by volumes.

Net loans to customers at the end of June 2004 were 122.7 billion euro, down 1% on an annual basis, but slightly higher from the beginning of the year (+0.2%). The annual change is substantially due to the fall of 14% in short-term financings. The reduction was, in fact, only partially compensated for by the positive movement in medium- and long-term loan, which grew 7.3% on annual basis.

In medium- and long- term loans, the good performance in retail loans (2 billion euro in mortgage loans disbursed by the domestic banking networks, up 17.4% on the first half of 2003) continued, while loans to public works and infrastructure were substantially unchanged (the total of secured loans from Banca OPI was 18 billion euro at the end of the period).

Direct deposits were approximately 135.6 billion euro, up 2.4% on an annual basis and 2.9% from the beginning of the year.

Group domestic market share was 10.4% in loans and 10.2% in direct deposits.

Group net commissions in the first six months of 2004 were 1,602 million euro, up 14.8% on the corresponding period of the previous year. This was the result of good revenue performance in all sectors. In particular, growth was led by management, trading and consultancy (+15.8%), thanks to performance in asset management (+19.4%). Commissions from asset management in the first half represented more than 50% of the total and were up 132 million on the same period of 2003. This is due to the positive performance effect, and to customers' choosing a product mix more directed to mutual funds in equities and life policies.

Traditional banking areas such as financings and guarantees (+38.5%) and deposit and current accounts (+10%) also achieved very good results.

Customer financial assets were approximately 374 billion euro, up 1.6% from the beginning of the year and 2.9% on the corresponding period of 2003.

Indirect deposits were 238.4 billion euro, up 3.1% on the end of 2003, due to growth in both asset management and administration: both benefited from positive performance in financial markets, which was reflected in the revaluation of the stock. In particular, the development in asset management (+2.7 from the end of 2003) was determined by both the net inflow from the distribution networks in assurance, and the revaluation of assets under management, which compensated for the disinvestments from mutual funds. In the 12 months there was a repositioning inside the mutual fund sector towards equity funds, whose share rose from 20.4% to 25.4%, while other categories of funds fell.

The stock of assets under management was almost 144 billion euro at the end of June.

The SANPAOLO IMI Group continues to hold the prime position in domestic mutual funds with a market share of 20.7%.

Life technical reserves confirmed the growth already shown in 2003 (+22.1% on the end of June 2003 and +8.5% from the beginning of the year): life assurance products represented one of customers' preferred forms of investment, showing a renewed interest in traditional policies, where the Group's offer has recently been upgraded. Net inflow from the distribution networks in the first six months was 2,4 billion euro and took life technical reserves to 36.4 billion euro.

Assets under administration were 94.6 billion euro (+3.8% on an annual basis, +2.1% from the beginning of the year).

3


Good performance in the life sector was reflected not only in net commissions, but also in profits from companies carried at equity and dividends from shareholdings (191 million euro, +30.8% on the same period of 2003): Sanpaolo Vita and its subsidiary Sanpaolo Life in fact achieved net income of 63 million euro and Fideuram Vita 41 million euro. The growth in embedded value of the assurance business, the sum of net worth adjusted to market prices and the existing portfolio, was even more clear: the creation of embedded value in the six months was 141 million euro, taking the totals to 1,268 and 1,179 million euro respectively for Sanpaolo AM and Banca Fideuram.

Profits from financial transactions and dividends from shares were 195 million euro against 263 in the first six months of 2003 (-25.9%): the result shows the reduction in trading in securities, foreign exchange and derivatives and the reduction in profits of IMI Investimenti as a result of the realignment of certain shareholdings in the dealing portfolio to market prices.

Operating income in the first six months was 1,493 million euro, up 12.2% from the end of june 2003, thanks also to an attentive policy of cost containment.

Administrative expenses were 2,258 million euro, down (-0.4%) on the first six months of 2003: in particular, personnel expenses (1,388 million euro) fell by 1.6% thanks to actions to optimise personnel through the rationalization of the corporate centres and integration of the distribution networks. The reduction in personnel, effected through departure incentive initiatives, and through the "Fondo di Solidarietà", more than compensated for the ordinary movement in remuneration, which includes the estimated charge for the renewal of the CCNL.

In the first six months of 2004 departure incentive initiatives led to a fall in Group personnel of 1,170, 1,000 through the "Fondo di Solidarietà" and 170 through early retirement: on average Group employee numbers fell by 3.9% on the first half of 2003.

Other administrative expenses were 738 million euro (+1.8% on 2003): IT expenses, which represent approximately 28% of the total, were in line with 2003, benefiting from the processes of IT integration of the bank networks undertaken by the Group.

The cost/income ratio in the first half of 2004 was 58.9%, down almost 3 percentage points on the corresponding period of 2003.

The amortisation of merger good will and positive differences arising on consolidation and net equity were 72 million euro (-10% against June 2003).

Provisions and net adjustments to loans and financial fixed assets were 365 million euro, against 314 million in the first six months of 2003, up by 16.2%.

The net flow includes 78 million euro for provisions for risks and charges (63 million in 2003) and 267 million euro for provisions and adjustments for credit risks (170 million in 2003, +57.1%): the number is derived from presumed realisable value of specific positions included in doubtful loans.

The net flow also includes 20 million euro in net adjustments to financial fixed assets (against 81 million in the first six months 2003, -75.3%) and include: the writeback of the shareholding in SCH (92 million euro), a prudent adjustment on CDC Ixis (50 million euro) and a value adjustment related to Hutchison 3G Italia (61 million euro).

In the first six months of 2004 the Group general reserve was 1,129 million euro (against 1,102 at December 2003), 0,9% of the performing loan portfolio: this coverage level is held to represent a correct balance between the high credit quality of the portfolio and the instability of the economic outlook. The reserve includes the potential loss attributable to the commitment associated with the convertible loan to the FIAT group, estimated at 136 million euro.

4


Compared to the first six months of 2003 net non-performing loans fell by 1.6% (1,202 million euro against 1,221 in the corresponding period of 2003), while problem loans, restructured loans and loans in course of restructuring (1,395 million euro against 1,537 in 2003) fell by 9.2%: coverage ratios are respectively 73.7% and 34.7%.

Asset quality, notwithstanding the deterioration in the economic scenario, remain high and the Group's credit risk indices were, therefore, still at good levels: the ratio of net non-performing loans/net loans to customers and problem loans in course of restructuring/net loans to customers were 1%.

Ordinary income was therefore 1,056 million euro (+12.7%).

Net extraordinary revenues were 72 million euro, against 173 million net extraordinary charges in the corresponding period of 2003: the amount includes the capital gain of 55 million euro from the sale of the remaining 30% of Finconsumo Banca to SCH, in January.

Gross income was therefore 1,128 million euro (+47.6%); the tax rate was 35.6%, less than that recorded in the first half of 2003, above all because of the new tax regime for charges and revenues related to shareholdings in force from 2004, and reduction of one percentage point on the tax rate for corporate income.

At the end of 2004 Group solvency ratios were 7.7% (tier 1 ratio) and 11.3% (total risk ratio).

* * *

The results are reported in detail in the income statements and balance sheet attached to this news release.

The report for the half year will be audited by PricewaterhouseCoopers SpA.

INVESTOR RELATIONS

investor.relations@sanpaoloimi.com -Telefax +39 011 5552989
www.grupposanpaoloimi.com
 Dean Quinn (+39 011 5552593)
 Damiano Accattoli (+39 011 5553590)
 Alessia Allemani (+39 011 5556147)
 Andrea Filtri (+39 011 5556965)
Cristina Montarolo (+39 011 5555907)
 Anna Monticelli (+39 011 5552526)

5


Reclassified consolidated statement of income

 
   H104
   H103
pro forma(1)
   Change
H104/H103
pro forma
   2003(2)
 
   (€/mil)

   (€/mil)

   (%)

   (€/mil)
NET INTEREST INCOME   1.811   1.856   –2,4   3.716
   
 
 
 
Net commissions and other net dealing revenues   1.602   1.395   +14,8   3.036
Profits and losses from financial transactions and dividends on shares   195   263   –25,9   447
Profits from companies carried at equity and dividends from shareholdings   191   146   +30,8   270
   
 
 
 
NET INTEREST AND OTHER BANKING INCOME   3.799   3.660   +3,8   7,469
   
 
 
 
Administrative costs   –2.258   –2.268   –0,4   –4.610
  —personnel   –1.388   –1.410   –1,6   –2.841
  —other administrative costs   –738   –725   +1,8   –1.512
  —indirect duties and taxes   –132   –133   –0,8   –257
Other operating income, net   159   162   –1,9   329
Adjustments to tangible and intangible fixed assets   –207   –223   –7,2   –484
   
 
 
 
OPERATING INCOME   1.493   1.331   +12,2   2.704
   
 
 
 
Adjustments to goodwill and merger and consolidation differences   –72   –80   –10,0   –158
Provisions and net adjustments to loans and financial fixed assets   –365   –314   +16,2   –859
  —provisions for risks and charges   –78   –63   +23,8   –195
  —adjustments to loans and provisions for guarantees and commitments   –267   –170   +57,1   –724
  —net adjustments to financial fixed assets   –20   –81   –75,3   60
   
 
 
 
INCOME BEFORE EXTRAORDINARY ITEMS   1.056   937   +12,7   1.687
   
 
 
 
Net extraordinary income   72   –173   n.s.   –32
   
 
 
 
INCOME BEFORE TAXES   1.128   764   +47,6   1.655
   
 
 
 
Income taxes for the period   –402   –302   +33,1   –644
Change in reserves for general banking risks   —   —   —   9
Income attributable to minority interests   –35   –21   +66,7   –48
   
 
 
 
NET INCOME   691   441   +56,7   972
   
 
 
 
(1)
The pro forma data for the first six month of 2003 have been prepared to allow a comparison on a consistent basis with those of 2004. The pro forma reflects, as per usual the exclusion from line-by-line consolidation of Banque Sanpaolo from 1 January 2003.

(2)
To ensure a greater comparability with 2003, the items concerning dividend taxation included in "Profits from companies valued at net equity and dividends from shareholdings" are restated in "Taxes for the period".

6


Quarterly analysis of the reclassified consolidated statement of income

 
    
    
   2003(1)
 
   2004
Second
quarter
   2004
First
quarter
   Fourth
quarter
   Third
quarter
pro forma
   Second
quarter
pro forma
   First quarter
pro forma
   Average
quarter
 
   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)
NET INTEREST INCOME   907   904   921   939   932   924   929
   
 
 
 
 
 
 
Net commissions and other net dealing revenues   817   785   855   786   713   682   759
Profits and losses from financial transactions and dividends on shares   114   81   108   76   178   85   112
Profits from companies carried at equity and dividends from shareholdings   102   89   61   63   90   56   68
   
 
 
 
 
 
 
NET INTEREST AND OTHER BANKING INCOME   1.940   1.859   1.945   1.864   1.913   1.747   1.868
   
 
 
 
 
 
 
Administrative costs   –1.143   –1.115   –1.214   –1.128   –1.152   –1.116   –1.153
  —personnel   –695   –693   –735   –696   –713   –697   –710
  —other administrative costs   –380   –358   –422   –365   –372   –353   –378
  —indirect duties and taxes   –68   –64   –57   –67   –67   –66   –64
Other operating income, net   83   76   85   82   81   81   82
Adjustments to tangible and intangible fixed assets   –107   –100   –148   –113   –116   –107   –121
   
 
 
 
 
 
 
OPERATING INCOME   773   720   668   705   726   605   676
   
 
 
 
 
 
 
Adjustments to goodwill and merger and consolidation differences   –37   –35   –43   –35   –46   –34   –40
Provisions and net adjustments to loans and financial fixed assets   –215   –150   –474   –71   –180   –134   –215
  —provisions for risks and charges   –51   –27   –88   –44   –36   –27   –49
  —adjustments to loans and provisions for guarantees and commitments   –137   –130   –432   –122   –102   –68   –181
  —net adjustments to.financial fixed assets   –27   7   46   95   –42   –39   15
   
 
 
 
 
 
 
INCOME BEFORE EXTRAORDINARY ITEMS   521   535   151   599   500   437   421
   
 
 
 
 
 
 
Net extraordinary income   13   59   179   –38   –215   42   –8
   
 
 
 
 
 
 
INCOME BEFORE TAXES   534   594   330   561   285   479   413
   
 
 
 
 
 
 
Income taxes for the period   –212   –190   –133   –209   –113   –189   –161
Change in reserves for general banking risks   —   —   3   6   —   —   2
Income attributable to minority interests   –17   –18   –14   –13   –12   –9   –12
   
 
 
 
 
 
 
NET INCOME   305   386   186   345   160   281   242
   
 
 
 
 
 
 
(1)
The pro forma data for the first three quarters of 2003 have been prepared to allow a comparison on a consistent basis. the pro forma figures reflect, as per usual, the line-by-line consolidation of Inter-Europa Bank and proportional consolidation of Cassa dei Risparmi di Forlì from 1 January 2003, as well as the exclusion from line-by-line consolidation of Banque Sanpaolo and proportional consolidation of Finconsumo Banca from the same date. Only for the second and third quarters of 2003, the items concerning dividend taxation included in "Profits from companies valued at net equity and dividends from shareholdings" are restated in "Taxes for the period".

7


Reclassified consolidated balance sheet

 
   31/6/2004
   31/6/2003
pro-forma(1)
   Change 31/6/04–
31/6/03 pro-forma
   31/12/2003
 
   (€/mil)

   (€/mil)

   (%)

   (€/mil)
ASSETS                
Cash and deposits with central banks and post offices   1.037   974   +6,5   1.474
Loans   146.924   146.381   +0,4   146.877
  —due from banks   22.147   20.050   +10,5   22.278
  —loans to customers   124.777   126.331   –1,2   124.599
Dealing securities   31.772   24.580   +29,3   22.357
Fixed assets   9.682   9.586   +1,0   9.822
  —investment securities   2.917   2.895   +0,8   2.935
  —equity investments   4.559   4.253   +7,2   4.572
  —intangible fixed assets   305   339   –10,0   343
  —tangible fixed assets   1.901   2.099   –9,4   1.972
Differences arising on consolidation and on application of the equity method   896   1.027   –12,8   959
Other assets   22.614   26.460   –14,5   21.091
   
 
 
 
Total assets   212.925   209.008   +1,9   202.580
   
 
 
 
LIABILITIES                
Payables   168.149   160.518   +4,8   160.255
  —due to banks   32.570   28.087   +16,0   28.534
  —due to customers and securities issued   135.579   132.431   +2,4   131.721
Provisions   4.001   3.680   +8,7   4.019
  —for taxation   795   436   +82,3   732
  —for termination indemnities   929   971   –4,3   946
  —for risks and charges   1.973   1.925   +2,5   2.037
  —for pensions and similar   304   348   –12,6   304
Other liabilities   22.683   27.311   –16,9   20.626
Subordinated liabilities   6.801   6.784   +0,3   6.414
Minority interests   318   292   +8,9   271
Shareholders' equity   10.973   10.423   +5,3   10.995
   
 
 
 
Total liabilities   212.925   209.008   +1,9   202.580
   
 
 
 
(1)
The pro forma data at 30 June 2003, were prepared to allow comparison on a consistent basis. The pro forma situations reflect conventionally the exclusion from the area of full consolidation of Banque Sanpaolo from 1 January 2003.

9


Quarterly analysis of the reclassified consolidated balance sheet

 
    
    
   2003
 
   2004
   2004
 
    
   30/9
pro forma(1)
   30/6
pro forma(1)
   31/3
pro forma(1)
 
   30/6
   31/3
   31/12
 
   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)
ASSETS                        
Cash and deposits with central banks and post offices   1.037   914   1.474   963   974   967
Loans   146.924   144.342   146.877   139.679   146.381   148.267
  —due from banks   22.147   21.527   22.278   17.607   20.050   22.741
  —loans to customers   124.777   122.815   124.599   122.072   126.331   125.526
Dealing securities   31.772   28.557   22.357   23.642   24.580   20.489
Fixed assets   9.682   9.755   9.822   9.690   9.586   9.866
  —investment securities   2.917   2.913   2.935   2.864   2.895   2.950
  —equity investments   4.559   4.586   4.572   4.424   4.253   4.453
  —intangible fixed assets   305   327   343   334   339   370
  —tangible fixed assets   1.901   1.929   1.972   2.068   2.099   2.093
Differences arising on consolidation and on application of the equity method   896   933   959   992   1.027   1.055
Other assets   22.614   22.496   21.091   22.893   26.460   22.131
   
 
 
 
 
 
Total assets   212.925   206.997   202.580   197.859   209.008   202.775
   
 
 
 
 
 
LIABILITIES                        
Payables   168.149   164.476   160.255   155.736   160.518   162.154
  —due to banks   32.570   29.613   28.534   26.638   28.087   27.896
  —due to customers and securities issued   135.579   134.863   131.721   129.098   132.431   134.258
Provisions   4.001   4.304   4.019   4.026   3.680   3.908
  —for taxation   795   1.000   732   725   436   838
  —for termination indemnities   929   946   946   985   971   971
  —for risks and charges   1.973   2.055   2.037   2.007   1.925   1.751
  —for pensions and similar   304   303   304   309   348   348
Other liabilities   22.683   19.878   20.626   20.555   27.311   19.010
Subordinated liabilities   6.801   6.666   6.414   6.484   6.784   6.533
Minority interests   318   290   271   298   292   354
Shareholders' equity   10.973   11.383   10.995   10.760   10.423   10.816
   
 
 
 
 
 
Total liabilities   212.925   206.997   202.580   197.859   209.008   202.775
   
 
 
 
 
 
(1)
The pro forma situations of the first three quarters of 2003 have been prepared to allow a comparison on a consistent basis. The pro forma figures reflect conventionally the full consolidation of Inter-Europa Bank and proportional consolidation of Cassa dei Risparmi di Forlì from 1 January 2003, as well as the exclusion from the area of full consolidation of Banque Sanpaolo and proportional consolidation of Finconsumo Banca, again from that date.

10


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, thereunto duly authorized.

      SANPAOLO IMI S.p.A.

Date: September 13, 2004
 
By:
/s/  GIORGIO SPRIANO      
    Name: Giorgio Spriano
    Title: Head of Company Secretariat



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SIGNATURES