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TENARIS SA

For the period ended Dec 31, 2023. Filed Mar 28, 2024.

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About this filing

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

TS$58.85+4.1%Stored close · as of Nov 6, 2026
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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 ClassName of Each Exchange On Which Registered
American Depositary SharesNew York Stock Exchange
Ordinary Shares, par value $1.00 per shareNew 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) 4590-8600Patrick S. Brown, Esq. Sullivan & Cromwell LLP 1888 Century Park East Los Angeles, California 90067-1725 (310) 712-6600

TABLE OF CONTENTS

LETTER FROM THE CHAIRMAN5
CERTAIN DEFINED TERMS7
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION8
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS9
CONSOLIDATED MANAGEMENT REPORT10
Key Information10
Risk Factors10
Information on the Company26
Overview26
History and Development of the Company27
Business Overview28
Organizational Structure and Subsidiaries56
Operating and Financial Review and Prospects59
Overview59
Operating Results64
Liquidity and Capital Resources70
Trend Information73
Critical Accounting Estimates76
Directors, Senior Management and Employees78
Directors and Senior Management78
Compensation84
Board Practices85
Employees87
Share Ownership88
Major Shareholders and Related Party Transactions88
Major Shareholders88
Related Party Transactions89
Financial Information91
Consolidated Statements and Other Financial Information91
The Offer and Listing92
Offer and Listing Details92
Additional Information92
Exchange Controls92
Taxation92
Documents on Display98
Quantitative and Qualitative Disclosure about Market Risk99
Description of Securities Other Than Equity Securities102
American Depositary Shares102
Controls and Procedures103
Audit Committee Financial Expert104
Code of Ethics104
Principal Accountant Fees and Services104
Purchases of Equity Securities by the Issuer and Affiliated Purchasers105
Change in Registrant’s Certifying Accountant108
Corporate Governance Statement109
Corporate Governance109
Summary of differences with NYSE standards116
Cybersecurity119
Financial Statements120
EXHIBITS121

FORM 20-F CROSS REFERENCE GUIDE

ItemItem in Form 20-FCross-reference to consolidated management report
Part I
Item 1Identity of Directors , Senior Management and AdvisorsNone - Not applicable
Item 2Offer Statistics and Expected TimetableNone - Not applicable
Item 3Key InformationKey Information
3.A[Reserved]
3.BCapitalization and IndebtednessNone - Not applicable
3.CReasons for the Offer and Use of ProceedsNone - Not applicable
3.DRisk FactorsKey Information - Risk Factors
Item 4Information on the CompanyInformation on the Company
4.AHistory and Development of the CompanyInformation on the Company - History and Development of the Company
4.BBusiness OverviewInformation on the Company - Business Overview
4.COrganizational Structure and SubsidiariesInformation on the Company - Organizational Structure and Subsidiaries
4.DProperty, Plant and EquipmentInformation on the Company - Business Overview
Item 4AUnresolved Staff CommentsNone - Not applicable
Item 5Operating and Financial Review and ProspectsOperating and Financial Review and Prospects - Overview
5.AOperating ResultsOperating and Financial Review and Prospects - Operating Results
5.BLiquidity and Capital ResourcesOperating and Financial Review and Prospects - Liquidity and Capital Resources
5.CResearch and Developments, Patents and Licenses, Etc.Information on the Company - Business Overview
5.DTrend InformationOperating and Financial Review and Prospects - Trend Information
5.ECritical Accounting EstimatesOperating and Financial Review and Prospects - Critical Accounting Estimates
Item 6Directors, Senior Management and EmployeesDirectors, Senior Management and Employees
6.ADirectors and Senior ManagementDirectors, Senior Management and Employees - Directors and Senior Management
6.BCompensationDirectors, Senior Management and Employees - Compensation
6.CBoard PracticesDirectors, Senior Management and Employees - Board Practices
6.DEmployeesDirectors, Senior Management and Employees - Employees
6.EShare OwnershipDirectors, Senior Management and Employees - Share Ownership
6.FDisclosure of a Registrant’s Action to Recover Erroneously Awarded CompensationNone - Not applicable
Item 7Major Shareholders and Related Party TransactionsMajor Shareholders and Related Party Transactions
7.AMajor ShareholdersMajor Shareholders and Related Party Transactions - Major Shareholders
7.BRelated Party TransactionsMajor Shareholders and Related Party Transactions - Related Party Transactions
7.CInterest of Experts and CounselNone - Not applicable
Item 8Financial InformationFinancial Information
8.AConsolidated Statements and Other Financial InformationFinancial Information - Consolidated Statements and Other Financial Information
8.BSignificant ChangesNone - Not applicable
Item 9The Offer and ListingThe Offer and Listing
9.AOffer and Listing DetailsThe Offer and Listing - Offer and Listing Details
9.BPlan of DistributionNone - Not applicable
9.CMarketsThe Offer and Listing - Offer and Listing Details
9.DSelling ShareholdersNone - Not applicable
9.EDilutionNone - Not applicable
9.FExpenses of the IssueNone - Not applicable
Item 10Additional InformationAdditional InformationCorporate Governance Statement
10.AShare CapitalNone - Not applicable
10.BMemorandum and Articles of AssociationCorporate Governance Statement - Corporate Governance
10.CMaterial ContractsInformation on the Company - Business Overview
10.DExchange ControlsAdditional Information - Exchange Controls
10.ETaxationAdditional Information - Taxation
10.FDividends and Paying AgentsNone - Not applicable
10.GStatement by ExpertsNone - Not applicable
10.HDocuments on DisplayAdditional Information - Documents on Display
10.ISubsidiary InformationNone - Not applicable
Item 11Quantitative and Qualitative Disclosure about Market RiskQuantitative and Qualitative Disclosure about Market Risk
Item 12Description of Securities Other Than Equity SecuritiesDescription of Securities Other Than Equity Securities
12.ADebt SecuritiesNone - Not applicable
12.BWarrants and RightsNone - Not applicable
12.COther SecuritiesNone - Not applicable
12.DAmerican Depositary SharesDescription of Securities Other Than Equity Securities - American Depositary Shares
Part II
Item 13Defaults, Dividend Arrearages and DelinquenciesNone - Not applicable
Item 14Material Modifications to the Rights of Security Holders and Use of ProductsNone - Not applicable
Item 15Controls and ProceduresControls and Procedures
Item 16[Reserved]
Item 16AAudit Committee Financial ExpertAudit Committee Financial Expert
Item 16BCode of EthicsCode of Ethics
Item 16CPrincipal Accountant Fees and ServicesPrincipal Accountant Fees and Services
Item 16DExemption from the Listing Standards for Audit CommitteeNone - Not applicable
Item 16EPurchases of Equity Securities by the Issuer and Affiliated PurchasersPurchases of Equity Securities by the Issuer and Affiliated Purchasers
Item 16FChange in Registrant's Certifying AccountantChange in Registrant's Certifying Accountant
Item 16GCorporate GovernanceCorporate Governance Statement
Item 16HMine Safety DisclosureNone - Not applicable
Item 16IDisclosure Regarding Foreign Jurisdictions that Prevent InspectionsNone - Not applicable
Item 16KCybersecurityCybersecurity
Part III
Item 17Financial StatementsFinancial Statements
Item 18Financial StatementsFinancial Statements
Item 19ExhibitsExhibits
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.