Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ 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, 2019 ☐ 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 ...

PART I [Item 3. Key Information](index=4&type=section&id=Item%203.%20Key%20Information) The company presents a five-year financial summary, market overview, and key risk factors, highlighting a net loss in 2018 due to market challenges [Selected Consolidated Financial Data and Other Data](index=4&type=section&id=Selected%20Consolidated%20Financial%20Data%20and%20Other%20Data) The company reported a significant net loss of $101.0 million in 2018, driven by a vessel impairment charge and lower TCE rates Selected Consolidated Financial Data (2014-2018) | Indicator | 2018 | 2017 | 2016 | 2015 | 2014 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Voyage Revenue** | $529,879 | $529,182 | $481,790 | $587,715 | $501,013 | | **Operating (Loss) Income** | $(28,145) | $89,810 | $188,080 | $76,048 | $63,478 | | **Vessels Impairment Charge** | $65,965 | $— | $— | $— | $8,922 | | **Net (Loss) Income** | $(101,042) | $56,495 | $158,423 | $33,718 | $9,185 | | **(Loss) Earnings per share, basic** | $(1.53) | $0.47 | $1.69 | $0.32 | $(0.19) | | **Net cash provided by operating activities** | $73,945 | $170,354 | $234,409 | $106,971 | $170,827 | | **Total Assets** | $3,205,058 | $3,373,636 | $3,277,575 | $2,893,166 | $2,692,737 | | **Total Stockholders' Equity** | $1,506,777 | $1,508,138 | $1,417,450 | $1,415,072 | $1,177,912 | | **Average number of vessels** | 64.3 | 62.6 | 52.6 | 49.2 | 49.0 | | **Average TCE per vessel per day** | $18,226 | $18,931 | $20,412 | $25,940 | $19,834 | [Capitalization](index=6&type=section&id=Capitalization) The company's total capitalization stood at $3.11 billion as of year-end 2018, composed of long-term debt and stockholders' equity Consolidated Capitalization as of December 31, 2018 (in thousands of U.S. Dollars) | Category | Actual | Adjusted | | :--- | :--- | :--- | | **Total Cash** | $220,526 | $134,612 | | **Long-term secured debt obligations** | $1,607,122 | $1,561,651 | | **Total stockholders' equity** | $1,506,777 | $1,486,521 | | **Total capitalization** | $3,113,899 | $3,048,172 | [General Market Overview](index=7&type=section&id=General%20Market%20Overview) The tanker market experienced one of its worst years in 2018 due to oversupply, though the LNG shipping market showed strong performance - 2018 was described as the **worst year on record for tanker shipping** in the 21st century, with earnings for both crude and products tanker markets disappointing for a third consecutive year due to tonnage oversupply and rising bunker prices[30](index=30&type=chunk) - The **LNG shipping market experienced one of its best years** in recent memory in 2018, marked by a significant increase in short-term rates and a large number of newbuilding orders[109](index=109&type=chunk)[110](index=110&type=chunk) 2018 Average Daily Tanker Earnings (YoY Change) | Vessel Type | 2018 Average Earnings/Day | YoY Change | | :--- | :--- | :--- | | VLCC | $19,000 | -18% | | Suezmax | $14,000 | +$1,000/day | | Aframax Composite | $13,000 | +16% | | LR2 | $11,000 | Flat | | LR1 | $6,700 | -10% | | MR Composite | $11,000 | -8% | [Risk Factors](index=28&type=section&id=Risk%20Factors) The company faces significant risks related to industry cyclicality, debt covenants, dependency on key managers, and potential PFIC classification - The tanker industry is cyclical, leading to **volatile charter rates** that can adversely affect revenues, earnings, and vessel values, potentially impacting compliance with loan covenants[133](index=133&type=chunk) - Credit facilities require maintaining specified collateral coverage ratios, and a **decline in vessel values could lead to non-compliance** with these covenants and potential debt acceleration[166](index=166&type=chunk) - The company is **highly dependent on its external managers**, and termination of the management agreement could trigger a substantial payment estimated at **$161.8 million** as of Dec 31, 2018[173](index=173&type=chunk)[177](index=177&type=chunk) - The company faces risk of being classified as a **Passive Foreign Investment Company (PFIC)**, which would result in unfavorable U.S. federal income tax treatment for U.S. shareholders[225](index=225&type=chunk) [Item 4. Information on the Company](index=49&type=section&id=Item%204.%20Information%20on%20the%20Company) The company operates a modern fleet of 64 vessels for international oil transportation, managed by related parties under a complex regulatory framework [Business Overview](index=49&type=section&id=Business%20Overview) The company operates a diverse and modern fleet of 64 vessels with an average age younger than the industry average, serving high-quality clientele - The company's fleet has an average age of **8.5 years** as of April 2, 2019, which is younger than the industry average of 10.8 years, and the fleet is **100% double-hulled**[252](index=252&type=chunk) - The company has **four newbuildings under construction** as of April 2, 2019: two Aframax tankers and two Suezmax tankers, with expected deliveries in 2019 and 2020[262](index=262&type=chunk) Fleet Composition as of April 2, 2019 | Vessel Type | Number of Vessels | | :--- | :--- | | VLCC | 2 | | Suezmax | 13 | | Aframax | 17 | | Aframax LR2 | 3 | | Panamax LR1 | 11 | | Handymax MR2 | 6 | | Handysize MR1 | 7 | | LNG carrier | 2 | | Shuttle DP2 | 3 | | **Total** | **64** | [Fleet Deployment](index=53&type=section&id=Fleet%20Deployment) The company employs a balanced chartering strategy, with 72% of its fleet's operating days in 2018 under time charters to ensure stable cash flow Fleet Employment Basis (% of Operating Days) | Employment Basis | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | | Time Charter—fixed rate | 43% | 41% | 37% | | Time Charter—variable rate | 29% | 29% | 21% | | Period Employment at variable rates | 5% | 5% | 5% | | Spot Voyage | 23% | 25% | 37% | [Operations and Ship Management](index=54&type=section&id=Operations%20and%20Ship%20Management) Operations are outsourced to related parties, with Tsakos Energy Management providing executive services and subcontracting commercial and technical management - The company outsources its management: **Tsakos Energy Management (TEM)** provides executive and financial services, **Tsakos Shipping** handles commercial management, and **Tsakos Columbia Shipmanagement (TCM)** provides technical management[267](index=267&type=chunk)[268](index=268&type=chunk) - Total management fees paid to Tsakos Energy Management were **$20.2 million in 2018**, $19.5 million in 2017, and $16.9 million in 2016[272](index=272&type=chunk) Management Fees per Vessel per Month (2018) | Vessel Type | Fee | | :--- | :--- | | Conventional Vessels | $27,500 | | Chartered-in / Bareboat / Under Construction | $20,400 | | DP2 Shuttle Tankers | $35,000 | | LNG Carriers | $36,877 | [Regulation](index=58&type=section&id=Regulation) Operations are materially affected by extensive international and U.S. regulations governing pollution, safety, and ballast water management - The company is subject to extensive regulation, including **IMO conventions like MARPOL**, which mandates double-hull construction and sets strict pollution standards[291](index=291&type=chunk)[293](index=293&type=chunk) - MARPOL Annex VI amendments will institute a global **0.5% sulfur cap on marine fuels** starting January 1, 2020, requiring significant compliance measures[302](index=302&type=chunk) - The **U.S. Oil Pollution Act of 1990 (OPA 90)** imposes a strict liability regime for oil spills, requiring response plans and financial responsibility coverage of **$1 billion per incident**[321](index=321&type=chunk)[323](index=323&type=chunk) - The **Ballast Water Management (BWM) Convention** requires vessels to install approved treatment systems, with full fleet compliance required by September 8, 2024[349](index=349&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=74&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) A 2018 net loss of $99.2 million resulted from a significant vessel impairment charge and weak market conditions, despite stable voyage revenues [Financial Analysis](index=84&type=section&id=Financial%20Analysis) The 2018 net loss was driven by a $66.0 million impairment charge, lower TCE rates, and increased voyage and finance costs - The average daily Time Charter Equivalent (TCE) rate **decreased by 3.7% to $18,226** in 2018 from $18,931 in 2017, reflecting weak market conditions[448](index=448&type=chunk) - Bunkering expenses, a major component of voyage costs, **increased by 24.8%** in 2018 due to a 34.8% rise in the average price paid for fuel[451](index=451&type=chunk) Financial Performance Comparison (2018 vs. 2017) | Metric | 2018 | 2017 | % Change | | :--- | :--- | :--- | :--- | | Voyage Revenues | $529.9M | $529.2M | +0.1% | | Voyage Expenses | $125.4M | $113.4M | +10.5% | | Vessel Operating Expenses | $181.7M | $173.9M | +4.5% | | Vessel Impairment Charge | $66.0M | $8.9M | +640% | | Operating (Loss) Income | $(28.1M) | $63.5M | -144.3% | | Interest and Finance Costs, net | $76.8M | $56.8M | +35.1% | | Net (Loss) Income Attributable to TEN | $(99.2M) | $7.6M | -1405% | [Liquidity and Capital Resources](index=97&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained adequate liquidity with positive working capital of $44.2 million and total debt of $1.6 billion at year-end 2018 - In 2018, the company raised **$144.3 million net proceeds** from the issuance of Series F Preferred Shares[401](index=401&type=chunk)[530](index=530&type=chunk) - Total dividend payments in 2018 amounted to **$13.1 million for common shareholders** and **$31.3 million for preferred shareholders**[235](index=235&type=chunk)[526](index=526&type=chunk) Liquidity and Debt Position (as of Dec 31) | Metric | 2018 | 2017 | | :--- | :--- | :--- | | Working Capital | $44.2M | $(50.5M) | | Non-restricted Cash | $204.8M | $189.8M | | Net Cash from Operating Activities (Full Year) | $73.9M | $170.8M | | Total Debt | $1.6B | $1.75B | | Debt to Capital Ratio | 51.6% | 53.9% | [Item 6. Directors, Senior Management and Employees](index=102&type=section&id=Item%206.%20Directors%2C%20Senior%20Management%20and%20Employees) The company is led by an experienced board and management team, with director compensation disclosed and no direct salaried employees - The company's board consists of nine directors, a **majority of whom are deemed independent** under NYSE standards, led by Chairman Efstratios Georgios Arapoglou and CEO Nikolas P. Tsakos[546](index=546&type=chunk)[564](index=564&type=chunk) - The Board has four committees: **Audit; Corporate Governance, Nominating and Compensation; Business Development and Capital Markets; and Operational, Safety and Environmental (OSE)**[570](index=570&type=chunk) - The company has **no salaried employees**, as executive officers are employees of its managers and vessel crew members are employed by vessel-owning subsidiaries[584](index=584&type=chunk)[586](index=586&type=chunk) 2018 Non-Executive Director Annual Fee Schedule | Service | Annual Fee | | :--- | :--- | | Board Membership | $60,000 | | Audit Committee | $20,000 | | Chairman of the Audit Committee | $30,000 | | Chairman of the Board | $40,000 | [Item 7. Major Shareholders and Related Party Transactions](index=111&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) The company engages in significant arm's-length transactions with related parties, and the Tsakos family maintains substantial ownership control - As of April 2, 2019, entities affiliated with the Tsakos family owned approximately **34.7% of the company's outstanding common shares**, giving them significant influence[229](index=229&type=chunk)[608](index=608&type=chunk) - A change of control could allow the manager to terminate the management agreement, triggering a significant payment estimated at **$161.8 million** as of December 31, 2018[599](index=599&type=chunk) Charges from Related Parties (in thousands of U.S. dollars) | Related Party | Service | 2018 | 2017 | 2016 | | :--- | :--- | :--- | :--- | :--- | | Tsakos Energy Management | Management fees | $20,169 | $19,480 | $16,935 | | Tsakos Shipping | Commissions | $6,580 | $6,532 | $5,989 | | Argosy Insurance | Insurance premiums | $9,799 | $10,199 | $9,036 | | AirMania Travel | Travel services | $5,345 | $5,404 | $4,866 | | **Total** | | **$44,282** | **$43,133** | **$38,962** | [Item 10. Additional Information](index=117&type=section&id=Item%2010.%20Additional%20Information) The company's share capital includes common and preferred shares, with bye-laws containing anti-takeover provisions and an expected exemption from U.S. tax - The company's authorized share capital includes **175 million common shares** and **25 million blank check preferred shares**, with 87.6 million common and 18.0 million preferred shares outstanding as of April 2, 2019[628](index=628&type=chunk) - The company's bye-laws contain **anti-takeover provisions**, including a classified board and super-majority voting requirements for business combinations with 'interested persons'[657](index=657&type=chunk)[658](index=658&type=chunk)[659](index=659&type=chunk) - The company believes it is **exempt from U.S. federal income tax** on its U.S.-source shipping income under Section 883 of the Internal Revenue Code by satisfying the 'Publicly-Traded Test'[680](index=680&type=chunk)[890](index=890&type=chunk) - The company does not believe it will be treated as a **Passive Foreign Investment Company (PFIC)**, which would have adverse U.S. tax consequences for U.S. shareholders[708](index=708&type=chunk)[709](index=709&type=chunk) [Item 11. Quantitative and Qualitative Disclosures About Market Risk](index=136&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company actively manages market risks from interest rates, bunker fuel prices, and foreign currency fluctuations using derivative instruments - The company is exposed to interest rate risk and had a notional amount of **$256 million in hedging swaps** as of March 31, 2019; a 0.25% rate increase would raise annual interest payments by approximately **$4 million**[728](index=728&type=chunk) - The company hedges its exposure to **bunker price fluctuations** for its spot trading vessels using swap agreements and call options[733](index=733&type=chunk) - Approximately **23% of the company's expenditures in 2018 were denominated in Euros**, and a 1% change in the Euro/U.S. dollar exchange rate would impact vessel operating expenses by an estimated 0.3%[734](index=734&type=chunk) PART II [Item 15. Controls and Procedures](index=139&type=section&id=Item%2015.%20Controls%20and%20Procedures) Management and the independent auditor concluded that the company's disclosure controls and internal control over financial reporting were effective - Management concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2018[740](index=740&type=chunk) - Based on an assessment using the COSO 2013 framework, management determined that the company's **internal control over financial reporting was effective** as of December 31, 2018[746](index=746&type=chunk) - The independent registered public accounting firm, Ernst & Young (Hellas), provided an **unqualified attestation report** on the effectiveness of the company's internal control over financial reporting[747](index=747&type=chunk) [Item 16. Corporate Governance and Other Matters](index=140&type=section&id=Item%2016.%20Corporate%20Governance%20and%20Other%20Matters) The company details its audit committee's financial expertise, accountant fees, and adherence to NYSE corporate governance standards - The Board of Directors has identified three members as qualifying as **"audit committee financial experts"**[749](index=749&type=chunk) - The company has a share repurchase program authorized by the Board of Directors, but **no common or preferred shares were repurchased** under this program in 2018 or 2017[760](index=760&type=chunk) Principal Accountant Fees (Ernst & Young) | Year | Audit Fees | | :--- | :--- | | 2018 | €680,000 | | 2017 | €735,000 | PART III [Item 18. Financial Statements](index=143&type=section&id=Item%2018.%20Financial%20Statements) The report includes the company's audited consolidated financial statements for 2016-2018, which received an unqualified opinion from the auditor - The financial statements for the years ended December 31, 2018, 2017, and 2016 are audited by Ernst & Young (Hellas) Certified Auditors Accountants S.A., which issued an **unqualified opinion**[777](index=777&type=chunk)[781](index=781&type=chunk) Key Financial Statement Figures (Year-End 2018) | Account | Amount (in thousands) | | :--- | :--- | | Total Assets | $3,205,058 | | Total Liabilities | $1,698,281 | | Total Stockholders' Equity | $1,506,777 | | Voyage Revenues (2018) | $529,879 | | Net Loss (2018) | $(101,042) | | Net Cash from Operations (2018) | $73,945 |