TENARIS SA
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2023 · Filed Mar 28, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐ Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
or
☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2023
or
☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
or
☐ Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Commission file number:001-31518
TENARIS S.A.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
26, Boulevard Royal –4 th Floor
L-2449 Luxembourg
(Address of principal executive offices)
Javier Cayzac
26, Boulevard Royal –4 th Floor
L-2449 Luxembourg
Tel. +(352) 26 4789 78
Fax. +(352) 26 47 89 79
e-mail: investors@tenaris.com
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange On Which Registered |
|---|---|
| American Depositary Shares | New York Stock Exchange |
| Ordinary Shares, par value $1.00 per share | New York Stock Exchange* |
- Ordinary shares of Tenaris S.A. are notdirectly listed for trading but only in connection with the registration of American Depositary Shares which are evidenced by American Depositary Receipts.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
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.
1,180,536,830** ordinary shares, par value $1.00 per share
** Includes 12,648,091 treasury shares, as of December 31, 2023.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No
Note – checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
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 ☒ No
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | Accelerated Filer | Non-accelerated filer |
|---|---|---|
| Emerging growth company ☐ | ||
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP | International Financial Reporting Standards as issued by the International Accounting Standards Board | Other |
|---|
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Please send copies of notices and communications from the Securities and Exchange Commission to:
| Diego E. Parise Mitrani, Caballero & Ruiz Moreno Abogados Bouchard 680, 13th Floor (C1106ABJ) Buenos Aires, Argentina (54 11) 4590-8600 | Patrick S. Brown, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067-1725 (310) 712-6600 |
|---|
TABLE OF CONTENTS
| LETTER FROM THE CHAIRMAN | 5 |
|---|---|
| CERTAIN DEFINED TERMS | 7 |
| PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION | 8 |
| CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS | 9 |
| CONSOLIDATED MANAGEMENT REPORT | 10 |
| Key Information | 10 |
| Risk Factors | 10 |
| Information on the Company | 26 |
| Overview | 26 |
| History and Development of the Company | 27 |
| Business Overview | 28 |
| Organizational Structure and Subsidiaries | 56 |
| Operating and Financial Review and Prospects | 59 |
| Overview | 59 |
| Operating Results | 64 |
| Liquidity and Capital Resources | 70 |
| Trend Information | 73 |
| Critical Accounting Estimates | 76 |
| Directors, Senior Management and Employees | 78 |
| Directors and Senior Management | 78 |
| Compensation | 84 |
| Board Practices | 85 |
| Employees | 87 |
| Share Ownership | 88 |
| Major Shareholders and Related Party Transactions | 88 |
| Major Shareholders | 88 |
| Related Party Transactions | 89 |
| Financial Information | 91 |
| Consolidated Statements and Other Financial Information | 91 |
| The Offer and Listing | 92 |
| Offer and Listing Details | 92 |
| Additional Information | 92 |
| Exchange Controls | 92 |
| Taxation | 92 |
| Documents on Display | 98 |
| Quantitative and Qualitative Disclosure about Market Risk | 99 |
| Description of Securities Other Than Equity Securities | 102 |
| American Depositary Shares | 102 |
| Controls and Procedures | 103 |
| Audit Committee Financial Expert | 104 |
| Code of Ethics | 104 |
| Principal Accountant Fees and Services | 104 |
| Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 105 |
| Change in Registrant’s Certifying Accountant | 108 |
| Corporate Governance Statement | 109 |
| Corporate Governance | 109 |
| Summary of differences with NYSE standards | 116 |
| Cybersecurity | 119 |
| Financial Statements | 120 |
| EXHIBITS | 121 |
FORM 20-F CROSS REFERENCE GUIDE
| Item | Item in Form 20-F | Cross-reference to consolidated management report |
|---|---|---|
| Part I | ||
| Item 1 | Identity of Directors , Senior Management and Advisors | None - Not applicable |
| Item 2 | Offer Statistics and Expected Timetable | None - Not applicable |
| Item 3 | Key Information | Key Information |
| 3.A | [Reserved] | |
| 3.B | Capitalization and Indebtedness | None - Not applicable |
| 3.C | Reasons for the Offer and Use of Proceeds | None - Not applicable |
| 3.D | Risk Factors | Key Information - Risk Factors |
| Item 4 | Information on the Company | Information on the Company |
| 4.A | History and Development of the Company | Information on the Company - History and Development of the Company |
| 4.B | Business Overview | Information on the Company - Business Overview |
| 4.C | Organizational Structure and Subsidiaries | Information on the Company - Organizational Structure and Subsidiaries |
| 4.D | Property, Plant and Equipment | Information on the Company - Business Overview |
| Item 4A | Unresolved Staff Comments | None - Not applicable |
| Item 5 | Operating and Financial Review and Prospects | Operating and Financial Review and Prospects - Overview |
| 5.A | Operating Results | Operating and Financial Review and Prospects - Operating Results |
| 5.B | Liquidity and Capital Resources | Operating and Financial Review and Prospects - Liquidity and Capital Resources |
| 5.C | Research and Developments, Patents and Licenses, Etc. | Information on the Company - Business Overview |
| 5.D | Trend Information | Operating and Financial Review and Prospects - Trend Information |
| 5.E | Critical Accounting Estimates | Operating and Financial Review and Prospects - Critical Accounting Estimates |
| Item 6 | Directors, Senior Management and Employees | Directors, Senior Management and Employees |
| 6.A | Directors and Senior Management | Directors, Senior Management and Employees - Directors and Senior Management |
| 6.B | Compensation | Directors, Senior Management and Employees - Compensation |
| 6.C | Board Practices | Directors, Senior Management and Employees - Board Practices |
| 6.D | Employees | Directors, Senior Management and Employees - Employees |
| 6.E | Share Ownership | Directors, Senior Management and Employees - Share Ownership |
| 6.F | Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation | None - Not applicable |
| Item 7 | Major Shareholders and Related Party Transactions | Major Shareholders and Related Party Transactions |
| 7.A | Major Shareholders | Major Shareholders and Related Party Transactions - Major Shareholders |
| 7.B | Related Party Transactions | Major Shareholders and Related Party Transactions - Related Party Transactions |
| 7.C | Interest of Experts and Counsel | None - Not applicable |
| Item 8 | Financial Information | Financial Information |
| 8.A | Consolidated Statements and Other Financial Information | Financial Information - Consolidated Statements and Other Financial Information |
| 8.B | Significant Changes | None - Not applicable |
| Item 9 | The Offer and Listing | The Offer and Listing |
| 9.A | Offer and Listing Details | The Offer and Listing - Offer and Listing Details |
| 9.B | Plan of Distribution | None - Not applicable |
| 9.C | Markets | The Offer and Listing - Offer and Listing Details |
| 9.D | Selling Shareholders | None - Not applicable |
| 9.E | Dilution | None - Not applicable |
| 9.F | Expenses of the Issue | None - Not applicable |
| Item 10 | Additional Information | Additional InformationCorporate Governance Statement |
| 10.A | Share Capital | None - Not applicable |
|---|---|---|
| 10.B | Memorandum and Articles of Association | Corporate Governance Statement - Corporate Governance |
| 10.C | Material Contracts | Information on the Company - Business Overview |
| 10.D | Exchange Controls | Additional Information - Exchange Controls |
| 10.E | Taxation | Additional Information - Taxation |
| 10.F | Dividends and Paying Agents | None - Not applicable |
| 10.G | Statement by Experts | None - Not applicable |
| 10.H | Documents on Display | Additional Information - Documents on Display |
| 10.I | Subsidiary Information | None - Not applicable |
| Item 11 | Quantitative and Qualitative Disclosure about Market Risk | Quantitative and Qualitative Disclosure about Market Risk |
| Item 12 | Description of Securities Other Than Equity Securities | Description of Securities Other Than Equity Securities |
| 12.A | Debt Securities | None - Not applicable |
| 12.B | Warrants and Rights | None - Not applicable |
| 12.C | Other Securities | None - Not applicable |
| 12.D | American Depositary Shares | Description of Securities Other Than Equity Securities - American Depositary Shares |
| Part II | ||
| Item 13 | Defaults, Dividend Arrearages and Delinquencies | None - Not applicable |
| Item 14 | Material Modifications to the Rights of Security Holders and Use of Products | None - Not applicable |
| Item 15 | Controls and Procedures | Controls and Procedures |
| Item 16 | [Reserved] | |
| Item 16A | Audit Committee Financial Expert | Audit Committee Financial Expert |
| Item 16B | Code of Ethics | Code of Ethics |
| Item 16C | Principal Accountant Fees and Services | Principal Accountant Fees and Services |
| Item 16D | Exemption from the Listing Standards for Audit Committee | None - Not applicable |
| Item 16E | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | Purchases of Equity Securities by the Issuer and Affiliated Purchasers |
| Item 16F | Change in Registrant's Certifying Accountant | Change in Registrant's Certifying Accountant |
| Item 16G | Corporate Governance | Corporate Governance Statement |
| Item 16H | Mine Safety Disclosure | None - Not applicable |
| Item 16I | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | None - Not applicable |
| Item 16K | Cybersecurity | Cybersecurity |
| Part III | ||
| Item 17 | Financial Statements | Financial Statements |
| Item 18 | Financial Statements | Financial Statements |
| Item 19 | Exhibits | Exhibits |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.