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Tenaris S.A. Form 6-K Summary

Business Context and Reporting Period

This Form 6-K, filed on May 27, 2003, serves as the Notice of Annual General Meeting of Shareholders and Proxy Statement for Tenaris S.A., a Luxembourg-based global manufacturer of seamless and welded steel pipes. The filing covers the fiscal year ended December 31, 2002. Tenaris was formed in late 2002 through a multi-jurisdictional exchange offer consolidating Siderca (Argentina), Tamsa (Mexico), and Dalmine (Italy). The company operates manufacturing facilities in seven countries and service centers in over 20 nations.

Key Financial Metrics (Fiscal Year 2002)

Material Changes vs. Prior Period

• Revenue Growth: Net sales increased 1.4% to $3.22 billion, driven by a 34% surge in welded pipe sales and an 86% increase in energy sales, which offset a 15% decline in seamless pipe volumes due to lower global drilling activity.
• Profitability: Operating income rose 6.9% and net income increased 16.0%. Margins improved due to higher average selling prices for seamless pipes and cost reductions in Argentina following the peso devaluation.
• Debt Reduction: Net financial debt decreased by $140.6 million (25.5%) to $411.4 million, supported by strong operating cash flows of $461.4 million.
• Corporate Structure: The company completed a major exchange offer in December 2002, increasing ownership of Siderca, Tamsa, and Dalmine to 99.1%, 94.5%, and 88.4% respectively, and listing shares on the NYSE, Buenos Aires, Mexico, and Italian exchanges.

Guidance, Outlook, and Risks

Outlook: Management anticipates continued uncertainty in 2003 due to geopolitical tensions (specifically the war in Iraq) affecting oil and gas investment commitments. While oil and gas prices have risen, investment growth has not yet materialized. Local markets in Argentina, Mexico, and Canada show signs of improvement, whereas Venezuela remains in a state of virtual halt due to a national strike.

Dividends: The Board proposes a cash dividend of $115 million ($0.09908 per share, $0.9908 per ADR) payable from distributable reserves, subject to shareholder approval. An interim dividend of $9.27 million paid in August 2002 is also subject to ratification.

Risks and Contingencies:

• BHP Litigation: A significant legal proceeding involving Dalmine regarding a failed underwater pipeline. A court ruled Dalmine liable in May 2002; damages are being determined. Dalmine has increased its provision to approximately $60.2 million (EUR 45 million + EUR 20 million increase) and is pursuing indemnification from Fintecna.
• Amazonia Investment: Tenaris holds a 14.11% interest in Consorcio Siderurgia Amazonia Ltd., which owns a stake in Sidor (Venezuela). Sidor faces significant financial distress and debt restructuring issues. Tenaris has recorded impairment provisions, and further losses are possible.
• Geopolitical/Economic: Operations in Argentina and Venezuela face political instability and economic crises. The Venezuelan strike halted oil and gas activity, severely impacting local sales.

Investor Verification Checklist

• Verify the final approval of the $115 million dividend proposal at the May 28, 2003 shareholder meeting.
• Monitor the status of the BHP litigation damages determination and the progress of the arbitration against Fintecna for indemnification.
• Assess the financial health and restructuring progress of Consorcio Siderurgia Amazonia Ltd. and its impact on Tenaris' investment valuation.
• Track the recovery of oil and gas drilling activity in Venezuela and Argentina post-strike and post-crisis.
• Confirm the completion of the delisting of Siderca, Tamsa, and Dalmine from their respective local stock exchanges to finalize the consolidation.