UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 1999 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from N/A to N/A Commission file number: 1-14870 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) Italy (Jurisdiction of incorporation or organization) Piazza San Carlo 156, 10121 Turin, Italy (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act. Name of each Title of each class exchange on which registered American Depositary Shares, each representing 2 Ordinary Shares of Euro 2.8 par value each The New York Stock Exchange Ordinary Shares of Euro 2.8 par value each (the “Shares”) The New York Stock Exchange* * Not for trading, but only in connection with the registration of American Depositary Shares representing such Shares pursuant to the requirements of the Securities and Exchange Commission. Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. Not applicable Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o Not applicable o Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 x Item 18 o Form 20-F SANPAOLO IMI S.p.A. SANPAOLO IMI S.p.A. (A joint stock company incorporated under the laws of Italy and registered in Turin, number 4382/91, at Piazza San Carlo 156, Turin, Italy) Annual Report on Form 20-F for the Year ended December 31, 1999 TABLE OF CONTENTS Presentation of Information (ii) Exchange Rates (iv) Dividends (v) Forward Looking Statements (vi) Part I Item 1. Description of Business 1 Introduction 1 Business and Geographical Segments 6 Selected Statistical Information 19 Competition 43 Employees 44 The Italian Banking System: Supervision and Regulation 46 Item 2. Description of Property 56 Item 3. Legal Proceedings 57 Item 4. Control of Registrant 58 Item 5. Nature of Trading Market 61 Item 6. Exchange Controls and Other Limitations Affecting Security Holders 64 Item 7. Taxation 66 Item 8. Selected Financial Data 70 Item 9. Management’s Discussion and Analysis of Financial Condition and Results of Operations 76 Introduction – The Italian Economy and the Italian Banking Sector 78 Results of Operations 79 Financial Condition 98 Item 9A.Risk Management 112 Item 10. Directors and Executive Officers of Registrant 121 Item 11. Remuneration 124 Item 12. Options to Purchase Securities from Registrant or Subsidiaries 125 Item 13. Interest of Management in Certain Transactions 126 Part II Item 14. Description of Securities to be Registered 126 Part III Item 15. Defaults upon Senior Securities 126 Item 16. Changes in Securities and Changes in Security for Registered Securities 126 Part IV Item 17. Financial Statements 126 Item 18. Financial Statements 126 Item 19. Exhibits 127 (i) PRESENTATION OF INFORMATION SANPAOLO IMI S.p.A. (the “Bank” or “Sanpaolo IMI”) publishes consolidated financial statements which are included elsewhere in this Annual Report, (the “Consolidated Financial Statements”) for the Bank and its consolidated subsidiaries constituting the Sanpaolo IMI Group (the “Sanpaolo IMI Group” or the “Group”) in “Euro”, the new single unified currency that was introduced in Italy and in 10 other participating member states of the European Union (“Member States” and “EU”) on January 1, 1999. Sanpaolo IMI was formed from the merger in 1998 of Istituto Bancario Sanpaolo di Torino S.p.A. (“Sanpaolo”) and Istituto Mobiliare Italiano S.p.A. (“IMI”). In this Annual Report, references to “dollars” or “$” are to United States dollars and references to “Euro”, “euro” and “€” are to Euro. For the purpose of this Annual Report, “billion” means a thousand million. The noon buying rate in The City of New York for cable transfers in foreign currencies as announced by the Federal Reserve Bank of New York for customs purposes (the “Noon Buying Rate”) for the euro on June 21, 2000 was Euro = $0.9455. The Noon Buying Rate for the euro on June 21, 2000 may differ from the actual rates during the year used in the preparation of Sanpaolo IMI’s Consolidated Financial Statements and dollar amounts in this Annual Report may differ from the actual dollar amounts that were translated into euro in the preparation of such financial statements in accordance with Italian accounting standards (Italian GAAP as defined below). The financial statements included herein have been prepared in accordance with generally accepted accounting principles in Italy, including Legislative Decree No. 87 of January 27, 1992, which implemented the European Commission (“EC”) Directive 86/635, and Bank of Italy regulations of January 16, 1995, and supplemented by the accounting principles issued by the Consiglio Nazionale dei Dottori Commercialisti e dei Ragionieri (collectively, “Italian GAAP”), which differ in certain significant respects from generally accepted accounting principles in the United States (“US GAAP”). For example, while the audited financial statements of Sanpaolo IMI Group include the accounts of the Bank and those banking and finance companies in which it holds a controlling voting interest, insurance and real estate companies controlled by the Bank are accounted for using the equity method. In Italy, there are no specific legal rules or accounting principles concerning the accounting treatment of business combinations, including mergers such as that of Sanpaolo and IMI. As a result, merger accounting in Italy has developed on the basis of certain rules, including tax rules, specifically applicable to merger transactions and combines aspects of the US purchase and pooling of interests methods of accounting. The Italian practice does not therefore require a choice between two mutually exclusive methods but depends rather on the provisions of the business combination agreement. The following is a summary of the principal points of Italian practice as they relate to the merger of Sanpaolo and IMI: ·when combinations are effected through the exchange of shares, assets and liabilities (at historical values) are generally aggregated, as in consolidation, net of intercompany eliminations, and shareholders’ equity is also aggregated, after elimination of cross-holdings. (ii) The merger by incorporation into Sanpaolo of IMI (effective on November 1, 1998) was accounted for as follows: Under Italian GAAP: · the assets and liabilities of Sanpaolo and IMI were aggregated at their historical value with intercompany eliminations; · the shareholders’ equity of Sanpaolo and IMI were aggregated at their historical value, taking into consideration the cancelation of the Sanpaolo shares held by IMI. The financial statements of Sanpaolo IMI for the year ended December 31, 1999 therefore include the assets and liabilities of IMI, net of any reciprocal balances. The assets and liabilities of Sanpaolo IMI have been recorded at book value. The 1998 statement of income includes the profits and losses of IMI. Transactions between the two groups during the period prior to November 1, 1998 have not been eliminated. Under US GAAP: · the merger would have been accounted for by the purchase method. Assets and liabilities acquired would have been recorded at fair value and goodwill was recorded as an asset to be amortized through the income statement over 20 years. The financial statements for 1999 presented in this Annual Report refer to the accounts of the Sanpaolo IMI Group. Those relating to 1998 account for the merger between Sanpaolo and IMI under Italian accounting rules which combine aspects of the purchase and pooling of interests methods of accounting under US GAAP. However this pooling of interest has been applied, under Italian GAAP, only for the 1998 financial statements. The financial statements for the year ended December 31, 1997 presented in this Annual Report refer to the accounts of Sanpaolo only. See Item 8 “Selected Financial Data”. Following the sale in 1999 of an additional 20% shareholding in Crediop S.p.A. (“Crediop”), a subsidiary specialized in loans to public entities (which with its subsidiaries Crediop B.V. Crediop Overseas Bank and C. Fin were consolidated in the Sanpaolo IMI Group until December 31, 1998), the 40% residual stake has been accounted for by the equity method and not wholly consolidated. In addition, Imigest Immobiliare (and its subsidiaries Tradital and Immobiliare Italia Gestioni), which were included in a real estate portfolio spun off by the Group during 1999, are no longer consolidated. See Item 1. “Description of Business”. NHS-Nuova Holding Subalpina (“NHS”), a merchant banking investment subsidiary, 51% owned by Sanpaolo IMI, and Fideuram Gestions, established in October 1999 by the subsidiary Banca Fideuram, have been consolidated. (iii) EXCHANGE RATES The following table sets forth, for the periods indicated, certain information regarding the Noon Buying Rate for the Italian lira, expressed in Italian lire per U.S.