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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the period September 12, 2003

SANPAOLO IMI S.p.A.
(formerly ISTITUTO BANCARIO SAN PAOLO DI TORINO-ISTITUTO MOBILIARE ITALIANO 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


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 12, 2003
 
By:
/s/  GIORGIO SPRIANO      
Giorgio Spriano
 Head of Company Secretariat

GRAPHIC

THE BOARD OF DIRECTORS APPROVES THE RESULTS FOR THE FIRST HALF OF 2003. THE GROUP CONFIRMS THE PROFIT OBJECTIVES FOR 2003, ENVISAGED IN THE THREE-YEAR PLAN 2003-2005

Increase in all major operating items

Net income was 441 million euro down by 26.9% as a result of the provisionings to the early retirement scheme ("Fondo esuberi") of 270 million euro, which will allow a reduction in employee numbers and operating costs. These charges will be compensated for by extraordinary revenues to be posted in the second half of the year.

Merger of Cardine Finanziaria passed, incorporation by the end of the year

Turin, 12 September 2003—The Board of Directors today approved the results of the SANPAOLO IMI Group for the first half of 2003, which show a positive development in principal operating line items compared to the corresponding period of 2002.

In a still difficult market scenario, marked by a generalised economic weakness and a high degree of uncertainty, the Group achieved ordinary income of 956 million euro (+4.3% compared to corresponding period del 2002) and a net improvement in net interest and other banking income (+1.6%), thanks to the growth in net interest income (+2%) and net commissions (+0.8%), showing a lower vulnerability to the fall in interest rates and volatility in the financial markets compared to 2002. Ordinary income benefited, in addition to a lively performance in the principal operating volumes, also from the attentive control of costs and high quality of the loan portfolio.

Net income was 441 million euro, down by 26.9% against the first half of 2002. The fall is due to the extraordinary charges necessary to cover the requirements of the early retirement scheme ("Fondo di Solidarietà per il sostegno del reddito, dell'occupazione e della riconversione e riqualificazione professionale del Personale e del Credito" or "Fondo Esuberi") which, following union agreements on 10 June 2003, on a voluntary basis, will ensure a progressive generational change in personnel: the departures will generate, from 2005, a saving of about 165 million euro per year (115 million euro in 2004). The estimated cost of the operation posted to the first half required a provision of 270 million euro. In the second half similar procedures for the acceptance of departures by Cardine employees will be initiated.

During the year, the extraordinary charges due to the provisionings to the Fondo Esuberi will be more than compensated for by the extraordinary income related to sales of shareholdings (Banque Sanpaolo and Finconsumo) already contracted in recent months, but not yet posted to accounts.

The results are in line with the growth outlined in the 2003 budget and, also in the light of the current trend, allow the confirmation of the Three-Year Plan's objectives: RoE around 9% in 2003 and 15% in 2005 and, at that date, a cost/income ratio of 55%.


Group net interest and other banking income in the first half of 2003 was 3,753 million euro, thanks to both the favourable development in net interest income, and the positive performance in commission revenues.

Net interest income in the first six months of 2003 was 1,919 million euro, showing a reverse in trend compared to 2002, substantially due to the positive development in loans and improvement in customer spreads.

Net loans to customers amounted to 127.7 billion euro, up by 2% on the end of December 2002 and 4.8% on an annual basis. The increase came from medium- and long-term lending, which grew by 5.5% in the 12 months: the good performance in financings to the retail sector (1.8 billion euro in mortgages granted by the domestic banking networks) and loans to the public works and infrastructure sector (the total loans of Banca Opi at the end of the period were around 18 billion euro) continued.

Financial assets of customers at the end of the half were 376 billion euro, up by 3.3% from the beginning of the year and 2.8% compared to the corresponding period of 2002.

Direct deposits were 137.2 billion euro, almost the same level reached at the end of June 2002.

At the end of June the Group's domestic market shares were 11% in loans and 10.5% in direct deposits.

Group net commissions amounted to 1,428 million euro, up by 0.8% compared to the first half of 2002. This was the result of the good performance in revenues from almost all segments, except management, trading and consultancy (–4.1%), where the contraction—an improvement compared to the first quarter—is due above all to the changed mix of customers' financial assets, directed towards low risk products because of high market volatility.

The stock of indirect deposits amounted to 238.8 billion euro, up by 5.7% from the end of December 2002 and 4.5% on an annual basis. The positive development in asset management (+4.8% compared to the same period of 2002) was due both to the net inflow from the distribution networks (6.1 billion euro), and to the revaluation of assets under management. The total stock of asset management at the end of June was 145.9 billion euro, with an incremental flow of 7.7 billion euro since the beginning of the year.

The SANPAOLO IMI Group, thanks to a net inflow of 3.6 billion euro, continues to occupy first position in the domestic market, with a market share of 21.2% in mutual funds.

Life technical reserves confirmed the growth already shown in 2002 (+29.8% against the end of June 2002, +12.8% from the beginning of the year): life insurance products represented one of the driving products in asset management and one of the forms of investment preferred by customers. The net inflow from the distribution networks in the half was 2.8 billion euro and took technical reserves to 30.7 billion euro.

The good performance in the life sector was reflected not only in net commissions but also profits from companies valued at net equity (87 million euro +50% on the corresponding period in 2002). Sanpaolo Vita and its subsidiary Sanpaolo Life had a net income of 36 million euro and Fideuram Vita recorded a net result of 17 million euro. Still more evident was their contribution in terms of growth in embedded value of the insurance business, the sum of net worth adjusted to market value and policies in force: the creation of embedded value in the half was 188 million euro, taking the embedded value to 953 and 920 million euro respectively for Sanpaolo WM and Banca Fideuram.

Dividends from shareholdings fell compared to 2002 which discounted non-recurring items (52 million euro, –58.7%).

The growth in profits from financial transactions and dividends from shares (+24.8%) amounted to 267 million euro thanks to the good performance in trading and placing of structured products and corporate derivates through the banks networks.


Operating income in the first six months of 2003 was 1,356 million euro, up by 3.2% compared to 2002, thanks also to an attentive cost containment policy.

Administrative costs were 2,329 million euro (+0.3%), resulting from conflicting trends in personnel costs, up by 0.9%, and other administrative costs which fell by 1.2%. Personnel expenses were affected by external factors, such as salary increases as a result of the application of the National Collective Labour Contract ("CCNL"), in part however compensated for by efficiency recoveries from the integration of the distributive networks and the actions to contain personnel, down by 985 compared to June 2002: consequently the cost/income ratio improved passing from 62.6% to 61.9%.

Provisions and net adjustments to loans and financial fixed assets were 320 million euro, against 310 million euro in the first six months of 2002 (+3.2%). The figure includes 64 million euro in provisions for risks and charges and 175 million euro for provisions and adjustments for credit risks, due to alignment of presumed realisable value of specific positions and certain companies to the qualitative standards of the Parent Bank. Against an increase in the loan portfolio, the general reserve was around 1.1 billion euro, or 0.9% of the performing loan portfolio; this risk coverage level is calculated to strike a balance between the high credit quality of the loan portfolio and the instability of the economic scenario.

Value adjustments to the shareholding portfolio amounted to 81 million euro (57 million in the first half of 2002), due principally to shareholdings in FIAT and H3G: the adjustment in the stake in H3G led to the posting of a capital loss of 41 million euro, corresponding to the relevant loss in the six months of the telephone company.

Compared to the first six months of 2002 net non-performing loans fell by 7.4% (1,322 million euro compared to 1,427 in the corresponding period), while net problem loans (including restructured and in course of restructuring) increased by 5.1% (1,537 million euro): cover ratios were respectively 69.2% and 32.1%.

Net extraordinary charges were 172 million euro following the provision to the "Fondo Esuberi"; gross income was 784 million euro. The tax rate was 41.1%.

At the end of June 2003 the capital adequacy ratios of the Group were 7.1% (Tier 1 ratio) and 10.4% (Total ratio).

* * *

The Board of Directors also approved the project, already envisaged in the Three-Year Plan, of merger by incorporation of Cardine Finanziaria in SANPAOLO IMI, to be placed before the Shareholders' Meeting by the end of the year. In 2004 the bank networks will transfer to the IT and operating systems of the Parent Bank.

The merger of Cardine Finanziaria into SANPAOLO IMI will allow the Group to exploit the strengths of the local brands, solidly rooted in the regional markets, and achieve the economies of scale and scope from the elimination of operating overlaps and duplications.

The Board of Directors also gave the green light to the merger project of Cassa di Risparmio di Udine e Pordenone and the Cassa di Risparmio di Gorizia, which will produce a single entity, which will uniquely cover the Friuli Venezia Giulia market. The merger, as with the merger of Banca Agricola di Cerea into Cassa of Risparmio di Padova e Rovigo, effected recently, is part of the Group's rationalisation plan, as described above.

All these corporate initiatives move towards the extension of the Group's distribution model which showed in 2003 its operational and commercial efficiency with significant growth rates in all the principal aggregates, thanks to the strong roots of the bank networks and growing efficiency of the Group's central functions and product factories.


The US Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. This press release contains
forward-looking statements which reflect management's current views on
certain future events and financial performance. Actual results may differ
materially from those projected or implied in the forward-looking
statements. Furthermore, certain forward-looking statements are based upon
assumptions of events which may not prove to be accurate. The following
could cause actual results to differ materially from those projected or
implied in any forward-looking statements: competitive conditions or
unexpected changes in the markets served by Sanpaolo IMI, fiscal policy or
plans in Italy or the European Union, unexpected turbulence in interest
rates, foreign exchange rates or equity prices, regional or general changes
in asset valuations, the business and financial condition of the company or
its customers, Italian and foreign laws, regulations and taxes and the
adequacy of loss reserves and general economic conditions in Italy and in
other countries where Sanpaolo IMI conducts its business. These factors
should not be considered as exhaustive. Because of such uncertainties and
risks, readers should not place undue reliance on such forward-looking
statements, which speak only as of the date of this press release. Sanpaolo IMI
assumes no responsibility to update any such forward-looking statements.

INVESTOR RELATIONS
investor.relations@sanpaoloimi.com—Telefax +39 011 5552989
 Dean Quinn (+39 011 5552593)
 Damiano Accattoli (+39 011 5553590)
 Alessia Allemani (+39 011 5556147)
 Anna Monticelli (+39 011 5552526)


Reclassified consolidated statement of income

 
   H103
   H102
pro forma
   Var.
H103/H102
   FY2002
pro forma
 
   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)
NET INTEREST INCOME   1,919   1,881   +2.0   3,775
   
 
 
 
Net commissions and other net dealing revenues   1,428   1,416   +0.8   2,866
Profits and losses from financial transactions and dividends on shares   267   214   +24.8   300
Profits from companies carried at equity and dividends from shareholdings   139   184   -24.5   293
   
 
 
 
NET INTEREST AND OTHER BANKING INCOME   3,753   3,695   +1.6   7,234
   
 
 
 
Administrative costs   -2,329   -2,322   +0.3   -4,700
—personnel   -1,449   -1,436   +0.9   -2,888
—other administrative costs   -745   -754   -1.2   -1,551
—indirect duties and taxes   -135   -132   +2.3   -261
Other operating income, net   162   169   -4.1   354
Adjustments to tangible and intangible fixed assets   -230   -228   +0.9   -521
   
 
 
 
OPERATING INCOME   1,356   1,314   +3.2   2,367
   
 
 
 
Adjustments to goodwill and merger and consolidation differences   -80   -87   -8.0   -218
Provisions and net adjustments to loans and financial fixed assets   -320   -310   +3.2   -1,426
   
 
 
 
INCOME BEFORE EXTRAORDINARY ITEMS   956   917   +4.3   723
   
 
 
 
Net extraordinary income/charges   -172   137   n.s.   321
   
 
 
 
INCOME BEFORE TAXES   784   1,054   -25.6   1,044
   
 
 
 
Income taxes for the period   -322   -420   -23.3   -463
Change in reserves for general banking risks   —   -2   n.s.   363
Income attributable to minority interests   -21   -29   -27.6   -43
   
 
 
 
NET INCOME   441   603   -26.9   901
   
 
 
 
(1)
The pro forma situations reflect conventionally the full consolidation of Inter-Europa Bank and Eptaconsors and proportional consolidation of Cariforlì from 1 January 2002, as well as the exclusion from the area of full consolidation of IMIWEB and proportional consolidation of Finconsumo, again from that date.


Quarterly analysis of the reclassified consolidated statement of income

 
   Q203
   Q103
pro-forma(1)
   Q402
pro-forma(1)
   Q302
pro-forma(1)
   Q202
pro-forma(1)
   Q201
pro-forma(1)
   Average
 
   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)
NET INTEREST INCOME   964   955   958   936   952   929   944
   
 
 
 
 
 
 
Net commissions and other net dealing revenues   730   698   769   681   704   712   717
Profits and losses from financial transactions and dividends on shares   183   84   67   19   128   86   75
Profits from companies carried at equity and dividends from shareholdings   90   49   54   55   135   49   73
   
 
 
 
 
 
 
NET INTEREST AND OTHER BANKING INCOME   1,967   1,786   1,848   1,691   1,919   1,776   1,809
   
 
 
 
 
 
 
Administrative costs   -1,182   -1,147   -1,236   -1,142   -1,188   -1,134   -1,175
  —personnel   -732   -717   -752   -700   -728   -708   -722
  —other administrative costs   -382   -363   -415   -382   -389   -365   -388
  —indirect duties and taxes   -68   -67   -69   -60   -71   -61   -65
Other operating income, net   81   81   92   93   91   78   88
Adjustments to tangible and intangible fixed assets   -120   -110   -162   -131   -116   -112   -130
   
 
 
 
 
 
 
OPERATING INCOME   746   610   542   511   706   608   592
   
 
 
 
 
 
 
Adjustments to goodwill and merger and consolidation differences   -46   -34   -91   -40   -45   -42   -54
Provisions and net adjustments to loans and financial fixed assets   -186   -134   -662   -454   -154   -156   -357
   
 
 
 
 
 
 
INCOME BEFORE EXTRAORDINARY ITEMS   514   442   -211   17   507   410   181
   
 
 
 
 
 
 
Net extraordinary income/charges   -214   42   150   34   81   56   80
   
 
 
 
 
 
 
INCOME BEFORE TAXES   300   484   -61   51   588   466   261
   
 
 
 
 
 
 
Income taxes for the period   -128   -194   35   -78   -247   -173   -116
Change in reserves for general banking risks   —   —   352   13   -2   —   91
Income attributable to minority interests   -12   -9   —   -14   -15   -14   -11
   
 
 
 
 
 
 
NET INCOME   160   281   326   -28   324   279   225
   
 
 
 
 
 
 
(1)
The pro forma situations reflect conventionally the full consolidation of Inter-Europa Bank and Eptaconsors and proportional consolidation of Cariforlì from 1 January 2002 the exclusion from the area of full consolidation of IMIWEB and proportional consolidation of Finconsumo, again from that date as well as, only for the first quarter of 2002, the full consolidation of the former Cardine Group, for the first time as at 30 June 2002 with accounting effect from that date.


Reclassified consolidated balance sheet

 
   30/6/2003
   30/6/2002
pro-forma(1)
   Var. 30/6/03-
30/6/02 pro-forma
   31/12/2002
pro-forma(1)
 
   (€/mil)

   (€/mil)

   (%)

   (€/mil)
ASSETS                
Cash and deposits with central banks and post offices   980   1,098   -10.7   1,508
Loans   151,344   148,044   +2.2   150,117
  —due from banks   21,129   23,046   -8.3   22,268
  —loans to customers   130,215   124,998   +4.2   127,849
Dealing securities   24,805   24,696   +0.4   19,217
Fixed assets   9,804   10,639   -7.8   9,615
  —investment securities   3,369   3,662   -8.0   2,920
  —equity investments   3,860   4,043   -4.5   4,015
  —intangible fixed assets   372   426   -12.7   433
  —tangible fixed assets   2,203   2,508   -12.2   2,247
Differences arising on consolidation and on application of the equity method   1,027   1,195   -14.1   1,080
Other assets   26,645   23,003   +15.8   23,304
   
 
 
 
Total assets   214,605   208,675   +2.8   204,841
   
 
 
 
LIABILITIES                
Payables   165,842   167,679   -1.1   162,513
  —due to banks   28,597   30,468   -6.1   24,629
  —due to customers and securities issued   137,245   137,211   +0.0   137,884
Provisions   3,718   4,218   -11.9   3,844
  —for taxation   460   1,099   -58.1   681
  —for termination indemnities   971   995   -2.4   967
  —for risks and charges   1,939   1,776   +9.2   1,848
  —for pensions and similar   348   348   —   348
Other liabilities   27,546   19,780   +39.3   20,983
Subordinated liabilities   6,784   6,147   +10.4   6,605
Minority interests   292   445   -34.4   342
Shareholders' equity   10,423   10,406   +0.2   10,554
   
 
 
 
Total liabilities   214,605   208,675   +2.8   204,841
   
 
 
 
(1)
The pro forma situations reflect conventionally the full consolidation of Inter-Europa Bank and Eptaconsors and proportional consolidation of Cariforlì from 1 January 2002, as well as the exclusion from the area of full consolidation of IMIWEB and proportional consolidation of Finconsumo, again from that date.


Quarterly analysis of the reclassified consolidated balance sheet

 
   2003
    
    
    
    
 
   2002 pro-forma(1)
 
    
   31/3
pro-forma(1)
 
   30/6
   31/12
   30/9
   30/6
   31/3
 
   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)

   (€/mil)
ASSETS                        
Cash and deposits with central banks and post offices   980   973   1,508   1,124   1,098   1,512
Loans   151,344   153,064   150,117   147,096   148,044   148,827
  —due from banks   21,129   23,742   22,268   22,289   23,046   21,597
  —loans to customers   130,215   129,322   127,849   124,807   124,998   127,230
Dealing securities   24,805   20,715   19,217   23,293   24,696   25,306
Fixed assets   9,804   10,121   9,615   10,068   10,639   11,707
  —investment securities   3,369   3,475   2,920   3,138   3,662   3,950
  —equity investments   3,860   4,044   4,015   4,091   4,043   4,754
  —intangible fixed assets   372   404   433   406   426   447
  —tangible fixed assets   2,203   2,198   2,247   2,433   2,508   2,556
Differences arising on consolidation and on application of the equity method   1,027   1,055   1,080   1,148   1,195   1,175
Other assets   26,645   22,359   23,304   23,145   23,003   23,175
   
 
 
 
 
 
Total assets   214,605   208,287   204,841   205,874   208,675   211,702
   
 
 
 
 
 
LIABILITIES                        
Payables   165,842   167,389   162,513   164,721   167,679   169,550
  —due to banks   28,597   28,117   24,629   27,104   30,468   33,216
  —due to customers and securities issued   137,245   139,272   137,884   137,617   137,211   136,334
Provisions                        
  —for taxation   3,718   3,958   3,844   4,333   4,218   4,635
  —for termination indemnities   460   873   681   1,219   1,099   1,445
  —for risks and charges   971   971   967   975   995   998
  —for pensions and similar   1,939   1,766   1,848   1,792   1,776   1,817
    348   348   348   347   348   375
Other liabilities   27,546   19,237   20,983   19,809   19,780   19,659
Subordinated liabilities   6,784   6,533   6,605   6,210   6,147   5,785
Minority interests   292   354   342   437   445   805
Shareholders' equity   10,423   10,816   10,554   10,364   10,406   11,268
   
 
 
 
 
 
    214,605   208,287   204,841   205,874   208,675   211,702
   
 
 
 
 
 
(1)
The pro forma situations reflect conventionally the full consolidation of Inter-Europa Bank and Eptaconsors and proportional consolidation of Cariforlì from 1 January 2002 the exclusion from the area of full consolidation of IMIWEB and proportional consolidation of Finconsumo, again from that date as well as, only for the first quarter of 2002, the full consolidation of the former Cardine Group, for the first time as at 30 June 2002 with accounting effect from that date.


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SIGNATURES