tenaris6k.htm
 


FORM 6 - K



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934



As of August 6, 2012

TENARIS, S.A.
(Translation of Registrant's name into English)

TENARIS, S.A.
29 avenue de la Porte-Neuve
3rd Floor
L-2227 Luxembourg
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.
 
Form 20-F ü Form 40-F__
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.
 
Yes      No ü


If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-__.
 
 
 
 

 
 
 
The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris's Half-Year Report 2012 .

PART I  SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Date: August 6, 2012



Tenaris, S.A.




By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary


 
 

 







TENARIS S.A.

HALF-YEAR REPORT 2012

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 

 
TABLE OF CONTENTS
 
 
 Interim Management Report   2
   
   COMPANY OVERVIEW   3
   PRINCIPAL RISKS AND UNCERTAINTIES   4
   BUSINESS OVERVIEW   6
   RELATED PARTY TRANSACTIONS  13
   
 Management Certification  14
   
 Financial Information  15
   
   CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS  15
   
 Investor Information  33
   
 

 
 
 

 

Interim Management Report
 
CERTAIN DEFINED TERMS
 
Unless otherwise specified or if the context so requires:
 
·  
References in this half-year report to “the Company” refer exclusively to Tenaris S.A., a Luxembourg public limited liability company (société anonyme).
 
·  
References in this half-year report to “Tenaris”, “we”, “us” or “our” refer to Tenaris S.A. and its consolidated subsidiaries.
 
·  
References in this half-year report to “San Faustin” refer to San Faustin S.A. (formerly known as San Faustin N.V.), a Luxembourg public limited liability company (société anonyme) and the Company’s controlling shareholder.
 
·  
“Shares” refers to ordinary shares, par value $1.00, of the Company.
 
·  
“ADSs” refers to the American Depositary Shares, which are evidenced by American Depositary Receipts, and represent two Shares each.
 
·  
 “tons” refers to metric tons; one metric ton is equal to 1,000 kilograms, 2,204.62 pounds, or 1.102 U.S. (short) tons.
 
·  
“billion” refers to one thousand million, or 1,000,000,000.
 
·  
“U.S. dollars”, “US$”, “USD” or “$” each refers to the United States dollar.
 
PURPOSE
 
This half-year report for the six-month period ended June 30, 2012 has been prepared in compliance with Article 4 of the Luxembourg Transparency Law of 11 January 2008, and should be read in conjunction with the annual report for the year ended December 31, 2011 (including the financial statements included therein) and the unaudited consolidated condensed interim financial statements included in this half-year report.
 
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
 
Accounting Principles
 
We prepare our consolidated financial statements in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and adopted by the European Union, or IFRS.
 
We publish consolidated financial statements expressed in U.S. dollars. The unaudited consolidated condensed interim financial statements included in this half-year report have been prepared in accordance with IAS 34, “Interim Financial Reporting”. These unaudited consolidated condensed interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011, which have been prepared in accordance with IFRS. See Note 2 “Accounting Policies and Basis of Presentation” to our unaudited consolidated condensed interim financial statements included in this half-year report.
 
The unaudited consolidated condensed interim financial statements included in this half-year report have been reviewed by PricewaterhouseCoopers S.c., Réviseur d’enterprises agréé, for purposes of complying with the requirements of the different jurisdictions where the Company is publicly listed.
 
Rounding
 
Certain monetary amounts, percentages and other figures included in this half-year report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
 

 
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Tenaris S.A.  Half-year report 2012-Interim management report

 
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
 
This half-year report and any other oral or written statements made by us to the public may contain “forward-looking statements”. Forward looking statements are based on management’s current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements.
 
We use words such as “aim”, “will likely result”, “will continue”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “should”, “will pursue”, “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe” and words and terms of similar substance to identify forward-looking statements, but they are not the only way we identify such statements. All forward-looking statements are management’s present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These factors include the risks related to our business discussed under “Principal Risks and Uncertainties”, among them, the following:
 
·  
our ability to implement our business strategy or to grow through acquisitions, joint ventures and other investments;
 
·  
the competitive environment in our business and our industry
 
·  
our ability to price our products and services in accordance with our strategy;
 
·  
trends in the levels of investment in oil and gas exploration and drilling worldwide;
 
·  
general macroeconomic and political conditions and developments in the countries in which we operate or distribute pipes; and
 
·  
our ability to absorb cost increases and to secure supplies of essential raw materials and energy.
 
By their nature, certain disclosures relating to these and other risks are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses that may affect our financial condition and results of operations could differ materially from those that have been estimated. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this half-year report. Except as required by law, we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
 

 
COMPANY OVERVIEW
 
We are a leading global manufacturer and supplier of steel pipe products and related services for the world’s energy industry and for other industrial applications. Our customers include most of the world’s leading oil and gas companies as well as engineering companies engaged in constructing oil and gas gathering, transportation, processing and power generation facilities. Our principal products include casing, tubing, line pipe, and mechanical and structural pipes.
 
Over the last two decades, we have expanded our business globally through a series of strategic investments. We now operate an integrated worldwide network of steel pipe manufacturing, research, finishing and service facilities with industrial operations in the Americas, Europe, Asia and Africa and a direct presence in most major oil and gas markets.
 
Our mission is to deliver value to our customers through product development, manufacturing excellence, and supply chain management. We seek to minimize risk for our customers and help them reduce costs, increase flexibility and improve time-to-market. Our employees around the world are committed to continuous improvement by sharing knowledge across a single global organization.
 
For more information on the Company, including its competitive strengths, business segments and products see our annual report for the year ended December 31, 2011, and for a discussion and analysis of our financial condition and results of operations see “Business overview - Operating and Financial Review and Prospects” in this half-year report.
 

 
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Tenaris S.A.  Half-year report 2012-Interim management report

 
PRINCIPAL RISKS AND UNCERTAINTIES
 
We face certain risks associated to our business and the industry in which we operate. We are a global steel pipe manufacturer with a strong focus on manufacturing products and related services for the oil and gas industry. Demand for our products depends primarily on the level of exploration, development and production activities of oil and gas companies which is affected by current and expected future prices of oil and natural gas. Several factors, such as the supply and demand for oil and gas, and political and global economic conditions, affect these prices. The global financial and economic crisis, which started in 2008, resulted in a significant decline in oil and gas prices, affected the level of drilling activity and triggered efforts to reduce inventories, adversely affecting demand for our products and services and therefore our revenues, profitability and financial position. Although the global economy began to recover in the second half of 2009, and in 2010 and 2011 demand for OCTG increased, following the recovery in the level of drilling activity driven by investments in oil and liquid rich gas shale plays, the recovery has been slow and uncertain. Performance may be further affected by changes in governmental policies, the impact of credit restrictions on our customers’ ability to perform their payment obligations with us and any adverse economic, political or social developments in our major markets. In turn, our profitability may be hurt if increases in our selling prices are offset by increases in the cost of raw materials and energy. We responded well to the crisis; however, a new global recession, a recession in the developed countries, a cooling of emerging market economies, or an extended period of below-trend growth in the economies that are major consumers of steel pipe products would likely result in reduced demand of our products, adversely affecting our revenues, profitability and financial condition.
 
We have significant operations in various countries, including Argentina, Brazil, Canada, Colombia, Indonesia, Italy, Japan, Mexico, Nigeria, Romania and the United States, and we sell our products and services throughout the world. Therefore, like other companies with worldwide operations, our business and operations have been, and could in the future be, affected from time to time to varying degrees by political developments, events, laws and regulations (such as nationalization, expropriations or forced divestiture of assets; restrictions on production, imports and exports, interruptions in the supply of essential energy inputs; exchange and/or transfer restrictions, inability or increasing difficulties to repatriate income or capital; inflation; devaluation; war or other international conflicts; civil unrest and local security concerns, including high incidences of crime and violence involving drug trafficking organizations that threaten the safe operation of our facilities and operations; direct and indirect price controls; tax increases; changes in the interpretation, application or enforcement of tax laws and other retroactive tax claims or challenges; changes in laws, norms and regulations; cancellation of contract rights; and delays or denials of governmental approvals). As a global company, a portion of our business is carried out in currencies other than the U.S. dollar, which is the Company’s functional currency. As a result, we are exposed to foreign exchange rate risk, which could adversely affect our financial position and results of operations.
 
In 2009, Venezuela’s President Hugo Chávez announced the nationalization of Tavsa, Matesi, Materiales Siderúrgicos S.A., or Matesi, and Complejo Siderurgico de Guayana, C.A., or Comsigua, and Venezuela formally assumed exclusive operational control over the assets of Tavsa. In 2010, Venezuela’s National Assembly declared Matesi’s assets to be of public and social interest and ordered the Executive Branch to take the necessary measures for the expropriation of such assets. Our investments in Tavsa, Matesi and Comsigua are protected under applicable bilateral investment treaties, including the bilateral investment treaty between Venezuela and the Belgian-Luxembourgish Union, and Tenaris continues to reserve all of its rights under contracts, investment treaties and Venezuelan and international law, and to consent to the jurisdiction of the International Centre for Settlement of Investment Disputes, or ICSID in connection with the nationalization process. However, we can give no assurance that the Venezuelan government will agree to pay a fair and adequate compensation for our interest in Tavsa, Matesi and Comsigua, or that any such compensation will be freely convertible into or exchangeable for foreign currency. In August 2011, Tenaris and its wholly-owned subsidiary Talta - Trading e Marketing Sociedad Unipessoal Lda, or Talta, initiated arbitration proceedings against Venezuela before the ICSID, in connection with the nationalization of Matesi. In addition, in July 2012, Tenaris and Talta initiated separate arbitration proceedings against Venezuela before the ICSID regarding Tavsa and Comsigua. In these proceedings, Tenaris and Talta seek adequate and effective compensation for the expropriation of their respective investments in Matesi, Tavsa and Comsigua. For further information on the nationalization of the Venezuelan subsidiaries, see note 13 “Nationalization of Venezuelan Subsidiaries” to our unaudited consolidated condensed interim financial statements included in this half-year report.
 
A key element of our business strategy is to develop and offer higher value-added products and services and to continuously identify and pursue growth-enhancing strategic opportunities. We must necessarily base any assessment of potential acquisitions and partnerships on assumptions with respect to operations, profitability and other matters that may subsequently prove to be incorrect. Failure to successfully implement our strategy, or to integrate future acquisitions and strategic partnerships, or to sell acquired assets or business unrelated to our business under favorable terms and conditions, could affect our ability to grow, our competitive position and our sales and profitability. In addition, failure to agree with our joint venture partner in Japan on the strategic direction of our joint operations may have an adverse impact on our operations in Japan.
 
 
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Tenaris S.A.  Half-year report 2012-Interim management report

 
 
We may be required to record a significant charge to earnings if we must reassess our goodwill or other intangible assets as a result of changes in assumptions underlying the carrying value of certain assets, particularly as a consequence of deteriorating market conditions. At December 31, 2011 we had $1,805.8 million in goodwill corresponding mainly to the acquisition of Hydril, in 2007 ($919.9 million) and Maverick, in 2006 ($771.3 million). No impairment charge was recorded in the last three years. In 2010, we reversed $67.3 million of an impairment recorded in 2008 on Prudential’s customer relationships. If our management were to determine in the future that the goodwill or other intangible assets from the acquisitions of Maverick and Hydril were impaired, particularly as a consequence of deteriorating market conditions, we would be required to recognize a non-cash charge to reduce the value of this goodwill, which would adversely affect our results of operations. In addition, in January 2012, we invested US$504.6 million in Usinas Siderúrgicas de Minas Gerais S.A., or Usiminas, on which the Company has not yet completed any impairment test.
 
Potential environmental, product liability and other claims arising from the inherent risks associated with the products we sell and the services we render, including well failures, line pipe leaks, blowouts, bursts and fires, that could result in death, personal injury, property damage, environmental pollution or loss of production could create significant liabilities for us. Environmental laws and regulations may, in some cases, impose strict liability (even joint and several strict liability) rendering a person liable for damages to natural resources or threats to public health and safety without regard to negligence or fault. In addition, we are subject to a wide range of local, provincial and national laws, regulations, permit requirements and decrees relating to the protection of human health and the environment, including laws and regulations relating to hazardous materials and radioactive materials and environmental protection governing air emissions, water discharges and waste management. Laws and regulations protecting the environment have become increasingly complex and more stringent and expensive to implement in recent years. The cost of complying with such regulations is not always clearly known or determinable since some of these laws have not yet been promulgated or are under revision. These costs, along with unforeseen environmental liabilities, may increase our operating costs or negatively impact our net worth.
 
We conduct business in certain countries known to experience governmental corruption.  Although we are committed to conducting business in a legal and ethical manner in compliance with local and international statutory requirements and standards applicable to our business, there is a risk that our employees or representatives may take actions that violate applicable laws and regulations that generally prohibit the making of improper payments to foreign government officials for the purpose of obtaining or keeping business, including laws relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions such as the U.S. Foreign Corrupt Practices Act, or FCPA. Particularly in respect of FCPA, we entered into settlements with the U.S. Department of Justice, or DOJ, and the U.S. Securities and Exchange Commission, or SEC, on May 17, 2011 and we undertook several remediation efforts, including voluntary enhancements to our compliance program. If we fail to comply with any term or in any way violate any provision of the settlements, we could be subject to severe sanctions and civil and criminal prosecution.
 
As a holding company, our ability to pay expenses, debt service and cash dividends depends on the results of operations and financial condition of our subsidiaries, which could be restricted by legal, contractual or other limitations, including exchange controls or transfer restrictions, and other agreements and commitments of our subsidiaries.
 
The Company’s controlling shareholder may be able to take actions that do not reflect the will or best interests of other shareholders.


 
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Tenaris S.A.  Half-year report 2012-Interim management report

 
BUSINESS OVERVIEW
 
Operating and Financial Review and Prospects
 
The following discussion and analysis should be read in conjunction with the audited consolidated financial statements and the related notes included in our annual report for the year ended December 31, 2011, and is based on, and should be read in conjunction with, the unaudited consolidated condensed interim financial statements for the six-month period ended June 30, 2012, included in this half-year report.

Certain information contained in this discussion and analysis and presented elsewhere in this half-year report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Concerning Forward-Looking Statements” in this half-year report. In evaluating this discussion and analysis, you should specifically consider the various risk factors identified in “Principal Risks and Uncertainties”, other risk factors identified elsewhere in this half-year report and other factors that could cause results to differ materially from those expressed in such forward-looking statements.
 
Market Background and Outlook
 
Global demand for energy, in spite of the deteriorating economic climate in Europe, remains stable and energy companies are maintaining their programs in exploration and production activity for 2012. Demand for tubular products for complex applications is growing as investments take place in more difficult and unconventional operating environments.
 
With the recent volatility in oil prices and continuing low natural gas prices, drilling activity in North America is expected to decline by the end of the year, as lower gas drilling is not likely to be compensated by additional oil drilling. In the rest of the world, drilling activity should continue to increase led by the growth in the development of deepwater and unconventional reserves as well as complex conventional gas drilling.
 
In the second half of the year, sales to oil and gas customers, particularly in South America and in the Eastern Hemisphere, are expected to increase, while sales to the industrial markets will decline reflecting the slowdown in industrial activity, particularly in Europe.
 
Operating margins for the rest of 2012 are expected to remain close to current levels as mix improvements, lower raw material costs and increased efficiency in our industrial system offset the impact of lower prices in less differentiated segments.
 
Sales and operating income are expected to continue to show solid year on year growth during the remainder of the year but third quarter results will be affected by seasonal factors.
 

 
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Tenaris S.A.  Half-year report 2012-Interim management report

 
Results of Operations
 
Unaudited Consolidated condensed interim income statement

(all amounts in thousands of U.S. dollars, unless otherwise stated)
Six-month period
 ended June 30,
 
2012
 
2011
 
Continuing operations
 
%
   
%
Net sales
5,418,841
100.0
 
4,727,087
100.0
Cost of sales
(3,305,809)
(61.0)
 
(2,971,375)
(62.9)
Gross profit
2,113,032
39.0
 
1,755,712
37.1
Selling, general and administrative expenses
(930,798)
(17.2)
 
(919,977)
(19.5)
Other operating income (expense), net
4,853
0.1
 
2,649
0.1
Operating income
1,187,087
21.9
 
838,384
17.7
Interest income
15,289
0.3
 
14,200
0.3
Interest expense
(22,613)
(0.4)
 
(25,289)
(0.5)
Other financial results
(3,395)
(0.1)
 
(11,350)
(0.2)
Income before equity in earnings of associated companies and income tax
1,176,368
21.7
 
815,945
17.3
Equity in earnings of associated companies
30,218
0.6
 
47,005
1.0
Income before income tax
1,206,586
22.3
 
862,950
18.3
Income tax
(292,999)
(5.4)
 
(234,050)
(5.0)
Income for the period
913,587
16.9
 
628,900
13.3
           
Attributable to:
         
Equity holders of the Company
904,929
16.7
 
606,592
12.8
Non-controlling interests
8,658
0.2
 
22,308
0.5
 
913,587
16.9
 
628,900
13.3
           

 
 
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Tenaris S.A.  Half-year report 2012-Interim management report

 

Selected consolidated financial position data
 

Thousands of U.S. dollars (except number of shares)
 
June 30,
   
December 31,
 
   
2012
   
2011
 
             
Current assets
    6,566,056       6,393,221  
Property, plant and equipment, net
    4,215,747       4,053,653  
Other non-current assets
    4,747,456       4,416,761  
Total assets
    15,529,259       14,863,635  
                 
Current liabilities
    2,911,307       2,403,699  
Non-current borrowings
    676,077       149,775  
Deferred tax liabilities
    791,006       828,545  
Other non-current liabilities
    273,191       308,673  
Total liabilities
    4,651,581       3,690,692  
                 
Capital and reserves attributable to the Company’s equity holders
    10,699,313       10,506,227  
Non-controlling interests
    178,365       666,716  
Total liabilities and equity
    15,529,259       14,863,635  
Number of shares outstanding(Fa
    1,180,536,830       1,180,536,830  
                 

 
 
 

 
 
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Tenaris S.A.  Half-year report 2012-Interim management report

 
Six-month period ended June 30, 2012, compared to six-month period ended June 30, 2011
 
Summary
 
Net income attributable to equity holders in the Company during the first semester of 2012 was US$904.9 million, or US$0.77 per share (US$1.53 per ADS), which compares with net income attributable to equity holders in the Company during the first semester of 2011 of US$606.6 million, or US$0.51 per share (US$1.03 per ADS). Operating income was US$1,187.1 million, or 22% of net sales during the first semester of 2012, compared to US$838.4 million, or 18% of net sales during the first semester of 2011. Operating income plus depreciation and amortization for the first semester of 2012, was US$1,463.0 million, or 27% of net sales, compared to US$1,103.8 million, or 23% of net sales during the first semester of 2011.
 
Net Sales, Cost of Sales and Operating Income by segment
 
The following table shows our net sales by business segment for the periods indicated below:

 
Millions of U.S. dollars
 
For the six-month period ended June 30,
       
   
2012
   
2011
   
Increase / (Decrease)
 
                               
Tubes
    4,706.4       87 %     3,965.1       84 %     19 %
Projects
    327.9       6 %     387.3       8 %     (15 %)
Others
    384.6       7 %     374.6       8 %     3 %
Total
    5,418.8       100 %     4,727.1       100 %     15 %


The following table indicates our sales volume of seamless and welded pipes by business segment for the periods indicated below:


Thousands of tons
 
For the six-month period ended June 30,
       
   
2012
   
2011
   
Increase / (Decrease)
 
                   
Tubes – Seamless
    1,365       1,254       9 %
Tubes – Welded
    488       431       13 %
Tubes – Total
    1,853       1,685       10 %
Projects – Welded
    98       143       (31 %)
Total – Tubes + Projects
    1,951       1,828       7 %

 
Tubes
 
The following table indicates, for our “Tubes” business segment, net sales by geographic region, cost of sales as a percentage of net sales, operating income and operating income as a percentage of net sales for the periods indicated below:


Millions of U.S. dollars
 
For the six-month period ended June 30,
       
   
2012
   
2011
   
Increase / (Decrease)
 
Net sales
                 
- North America
    2,580.3       1,924.5       34 %
- South America
    668.5       646.1       3 %
- Europe
    550.9       522.8       5 %
- Middle East & Africa
    646.2       601.5       7 %
- Far East & Oceania
    260.5       270.2       (4 %)
Total net sales
    4,706.4       3,965.1       19 %
Cost of sales (% of sales) 
    60 %     62 %        
Operating income
    1,056.7       678.7       56 %
Operating income (% of sales) 
    22 %     17 %        

 
Net sales of tubular products and services increased 19% to US$4,706.4 million in the first half of 2012, compared to US$3,965.1 million in the first half of 2011, reflecting a 10% increase in volumes and an 8% increase in average selling prices.
 
 
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Tenaris S.A.  Half-year report 2012-Interim management report

  
Cost of sales of tubular products and services, expressed as a percentage of net sales, decreased from 62% in the first half of 2011, to 60% in the first half of 2012, as tubes price increases offset the increase in raw material costs that took place in the first half of 2011.
 
Operating income from tubular products and services increased 56% to US$1,056.7 million in the first half of 2012, from US$678.7 million in the first half of 2011, due to a 19% increase in sales and an increase of 5 percentage points in the operating margin, due to lower cost of sales as a percentage of sales (60% in first half 2012 vs. 62% in first half 2011) and lower SG&A as a percentage of sales (18% in first half 2012 vs. 21% in first half 2011), due to a better absorption of fixed and semi-fixed expenses on higher sales.
 
Projects
 
The following table indicates, for our “Projects” business segment, net sales, cost of sales as a percentage of net sales, operating income and operating income as a percentage of net sales for the periods indicated below:
 
Millions of U.S. dollars
 
For the six-month period ended June 30,
       
   
2012
   
2011
   
Increase / (Decrease)
 
                   
Net sales
    327.9       387.3       (15 %)
Cost of sales (% of sales)
    65 %     66 %        
Operating income
    73.4       83.3       (12 %)
Operating income (% of sales)
    22 %     21 %        

 
Projects net sales decreased 15% to US$327.9 million in the first half of 2012, compared to US$387.3 million in the first half of 2011, reflecting a 31% decrease in volumes, partially offset by a 23% increase in average selling prices.
 
Operating income from Projects decreased 12% to US$73.4 million in the first half of 2012, from US$83.3 million in the first half of 2011, mainly reflecting a decrease in sales, partially offset by higher operating margins.
 
Others
 
The following table indicates, for our “Others” business segment, net sales, cost of sales as a percentage of net sales, operating income and operating income as a percentage of net sales for the periods indicated below:
 
Millions of U.S. dollars
 
For the six-month period ended June 30,
       
   
2012
   
2011
   
Increase / (Decrease)
 
                   
Net sales
    384.6       374.6       3 %
Cost of sales (% of sales)
    72 %     68 %        
Operating income
    57.0       76.4       (25 %)
Operating income (% of sales)
    15 %     20 %        
 
Net sales of other products and services increased 3% to US$384.6 million in the first half of 2012, compared to US$374.6 million in the first half of 2011, mainly due to higher sales of sucker rods.
 
Operating income from other products and services decreased to US$57.0 million in the first half of 2012, compared to US$76.4 million during the first half of 2011, as the increase in sales was offset by a lower operating margin.
 
Selling, general and administrative expenses, or SG&A, decreased as a percentage of net sales to 17.2% in the semester ended June 30, 2012 compared to 19.5% in the corresponding semester of 2011, mainly due to the effect of fixed and semi-fixed expenses over higher revenues.
 
Net interest expenses decreased to US$7.3 million in the first half of 2012 compared to US$11.1 million in the same period of 2011.
 
Other financial results recorded a loss of US$3.4 million during the first half of 2012, compared to a loss of US$11.4 million during the first half of 2011. These results largely reflect gains and losses on net foreign exchange transactions and the fair value of derivative instruments and are partially offset by changes to our net equity position. These gains and losses are mainly attributable to variations in the exchange rates between our subsidiaries’ functional currency (other than the US dollar) and the US dollar, in accordance with IFRS.
 
 
 
10

 
 
Tenaris S.A.  Half-year report 2012-Interim management report

  
Equity in earnings of associated companies generated a gain of US$30.2 million in the first half of 2012, compared to a gain of US$47.0 million in the first half of 2011. These gains were derived mainly from our equity investment in Ternium.
 
Income tax charges amounted to US$293.0 million in the first half of 2012, equivalent to 25% of income before equity in earnings of associated companies and income tax, compared to US$234.0 million in the first half of 2011, equivalent to 29% of income before equity in earnings of associated companies and income tax. During the first half of 2012, the tax rate benefited from a more favorable mix of companies.
 
Income attributable to non-controlling interests amounted to US$8.7 million in the first half of 2012, compared to US$22.3 million in the corresponding semester of 2011. In May 2012, we completed the acquisition of all the non-controlling interests of Confab.
 
Liquidity and Capital Resources
 
The following table provides certain information related to our cash generation and changes in our cash and cash equivalents position for the periods indicated below:
 
Millions of U.S. dollars
 
For the six-month period ended
June 30,
 
   
2012
   
2011
 
             
Net cash provided by operating activities
    1,019.2       490.8  
Net cash used in investing activities
    (869.3 )     (637.3 )
Net cash used in financing activities
    (279.5 )     (321.5 )
Decrease in cash and cash equivalents
    (129.6 )     (467.9 )
                 
Cash and cash equivalents at the beginning of year
    815.0       820.2  
Effect of exchange rate changes
    8.2       9.8  
Decrease in cash and cash equivalents
    (129.6 )     (467.9 )
Cash and cash equivalents at period end
    693.7       362.0  

 
Net cash provided by operations during the first half of 2012 rose to US$1,019.2 million, compared to US$490.8 million in the first half of 2011, mainly due to higher result and lower investments in working capital in the first half of 2012.
 
Capital expenditures amounted to $400.9 million in the first half of 2012, compared to US$461.8 million in the first half of 2011.
 
Following our investments in Brazil during the first semester of 2012, amounting to US$1.3 billion (US$504.6 million in Usiminas and US$758.5 million in Confab) and the payment of a dividend of US$295.1 million, our financial position at June 30, 2012, amounted to a net debt position (total borrowings less cash and other current investments) of US$540.5 million, compared with a net cash position of US$323.6 million at December 31, 2011. For a discussion of these investments see note 11 “Other acquisitions” to our unaudited consolidated condensed interim financial statements included in this half-year report.
 

 
11

 
Tenaris S.A.  Half-year report 2012-Interim management report

  
MAIN EVENTS OF THE PERIOD
 
Acquisition of participation in Usiminas

On January 16, 2012, Tenaris’s Brazilian subsidiary, Confab Industrial S.A. (“Confab”) acquired 25 million ordinary shares of Usiminas, representing 5.0% of the shares with voting rights and 2.5% of the total share capital. The price paid for each ordinary share was Brazilian reais 36, representing a total cost to Confab of US$504.6 million. Confab financed the acquisition through an unsecured 5-year term loan in the principal amount of US$350 million and cash on hand.

This acquisition is part of a larger transaction pursuant to which Ternium, certain of its subsidiaries and Confab joined Usiminas’ existing control group through the acquisition of ordinary shares representing 27.7% of Usiminas’ total voting capital and 13.8% of Usiminas’ total share capital. In addition, Ternium, its subsidiaries and Confab entered into an amended and restated Usiminas shareholders’ agreement with Nippon Steel, Mitsubishi, Metal One and Caixa dos Empregados da Usiminas (“CEU”), an Usiminas employee fund, governing the parties’ rights within the Usiminas control group. As a result of these transactions, the control group, which holds 322.7 million ordinary shares representing the majority of Usiminas’ voting rights, is now formed as follows: Nippon Group 46.1%, Ternium/Tenaris Group 43.3%, and CEU 10.6%. The rights of Ternium and its subsidiaries and Confab within the Ternium/Tenaris Group are governed under a separate shareholders agreement.

Tenaris accomplishes Confab delisting
 
Following a proposal by shareholders representing 32.6% of the shares held by the public in its controlled Brazilian subsidiary Confab, Tenaris filed on January 27, 2012, a request with CVM (Brazil’s securities regulator) and the Sao Paulo stock exchange seeking their approval to a delisting tender offer to acquire all of the ordinary and preferred shares held by the public in Confab.
 
On March 22, 2012, following receipt of all requisite approvals from CVM and the Sao Paulo stock exchange, Tenaris launched the offer for a price in cash of Brazilian reais 5.85 per ordinary or preferred share, subject to adjustments as described in the offer documents. The shareholders parties to the proposal had agreed to the offer price and had committed to tender their shares into the offer.
 
On April 23, 2012, at the auction for the offer, a total of 216,269,261 Confab shares were tendered. As a result, Tenaris attained the requisite threshold to delist Confab from the São Paulo Stock Exchange.The final cash price paid in the auction was Brazilian reais 5.90 per ordinary or preferred share (or approximately US$3.14 per ordinary or preferred share). Subsequent to the auction, on April 23, 2012, Tenaris acquired 6,070,270 additional Confab shares in the market at the same price. Upon settlement of the offer and these subsequent purchases on April 26, 2012, Tenaris held in the aggregate approximately 95.9% of Confab.
 
Between April 24 and May 11, 2012, Tenaris acquired additional shares representing approximately 2.3% of Confab at the same price paid in the auction of the offer.
 
On June 6, 2012, Confab exercised its right to redeem the remaining shares at the same price paid to the tendering shareholders (adjusted by Brazil’s SELIC rate) and Confab became a wholly-owned subsidiary of Tenaris.
 
Tenaris total investment in Confab shares pursuant to these transactions amounted to approximately US$758.5 million.
 
Annual General Meeting and Extraordinary General Meeting of Shareholders
 
On May 2, 2012, the Company’s annual general shareholders’ meeting approved all resolutions on its agenda.
 
Among other resolutions adopted at the meeting, the shareholders approved the consolidated financial statements as of and for the year ended December 31, 2011 and the annual accounts as at December 31, 2011, and acknowledged the related management and independent auditors’ reports and certifications.
 
The meeting also approved the payment of a dividend for the year ended December 31, 2011, of US$0.38 per share (or US$0.76 per ADS), or approximately US$449 million, which includes the interim dividend of US$0.13 per share (or US$0.26 per ADS) paid in November 2011. Tenaris paid the balance of the annual dividend in the amount of US$0.25 per share (US$0.50 per ADS), or approximately US$295 million, on May 24, 2012.
 
 
 
12

 
Tenaris S.A.  Half-year report 2012-Interim management report

  
The annual general meeting of shareholders approved the re-election of the current members of the board of directors, each to hold office until the meeting that will be convened to decide on the 2012 accounts.
 
The board of directors subsequently confirmed and re-appointed Amadeo Vázquez y Vázquez, Jaime Serra Puche and Roberto Monti as members of Tenaris’s audit committee, with Mr. Vázquez y Vázquez to continue as chairman. All three members of the audit committee qualify as independent directors under the articles and applicable law.
 
The meeting appointed PricewaterhouseCoopers S.c., Réviseur d’entreprises agréé (member firm of PwC International Limited) as Tenaris’s independent auditors for the fiscal year ending December 31, 2012.
 
The extraordinary general meeting of shareholders also held on May 2, 2012, resolved to renew Tenaris’s authorized unissued share capital and to grant related waivers and authorizations, and approved certain amendments to Tenaris’s articles of association, including, among others, amendments to address certain provisions in the Luxembourg Law of May 24, 2011, on the exercise of certain shareholders rights in general meetings of listed companies. Copies of the amended articles of association may be obtained by contacting the Company’s registered office in Luxembourg.
 
Investment plan for United States operations
 
On June 21, 2012, we announced an investment plan to expand our U.S. operations. The plan includes the installation of a state-of-the-art seamless pipe mill, heat treatment and premium threading facilities with an estimated investment of US$1.5 billion. The new mill, which is expected to begin operations in 2016, will have an annual production capacity of 650,000 tons of high quality seamless pipes and will be fully integrated with the rest of Tenaris's U.S. manufacturing and service operations.
 
U.S. market demand for high quality OCTG and line pipe products is growing rapidly due to the development of unconventional shale (oil and gas) reserves and the resumption of deepwater drilling activity in the Gulf of Mexico. The new investment plan will strengthen our local production and service capabilities, allowing it to reduce lead times and serve its U.S. customers with a full range of locally manufactured seamless, welded and premium products, in a market where imported products account for over half of total consumption.
 
RELATED PARTY TRANSACTIONS
 
Tenaris is a party to several related party transactions, which include, among others, purchases and sales of goods (including steel pipes, flat steel products, steel bars, raw materials, gas and electricity) and services (including engineering services and related services) from or to entities controlled by San Faustin or in which San Faustin holds significant interests. Material related party transactions are subject to the review of the audit committee of the Company’s board of directors and the requirements of the Company’s articles of association and Luxembourg law. For further detail on Tenaris’s related party transactions, see Note 12 “Related party transactions” to our unaudited consolidated condensed interim financial statements included in this half-year report.
 
 
 
 
13

 
Tenaris S.A.  Half-year report 2012-Management certification

  
Management Certification
 
We confirm, to the best of our knowledge, that:
 
1.  
the unaudited consolidated condensed interim financial statements prepared in conformity with International Financial Reporting Standards included in this half year report, give a true and fair view of the assets, liabilities, financial position and profit or loss of Tenaris S.A. and its consolidated subsidiaries, taken as a whole; and
 
2.  
the interim management report included in this half year report, includes a fair review of the important events that have occurred during the six-month period ended June 30, 2012, and their impact on the unaudited consolidated condensed interim financial statements for such period, material related party transactions and a description of the principal risks and uncertainties they face.
 

 
/s/ Paolo Rocca
 
Chief Executive Officer
Paolo Rocca
August 1, 2012
 

 
/s/ Ricardo Soler
 
Chief Financial Officer
Ricardo Soler
August 1, 2012
 
 
 
 
 
 
 
14

 
Tenaris S.A.  Half-year report 2012-Consolidated Condensed Interim Financial Statements

  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Information
 

CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
 


JUNE 30, 2012

















 
15

 


 
Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders of
Tenaris S.A.

 
We have reviewed the accompanying consolidated condensed interim statement of financial position of Tenaris S.A. and its subsidiaries as of June 30, 2012, and the related consolidated condensed interim statements of income and of comprehensive income for each of the three-month and six-month periods ended June 30, 2012 and 2011, and the consolidated condensed interim statements of changes in equity and of cash flows for the six-month periods ended June 30, 2012 and 2011. These consolidated condensed interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated condensed interim financial statements for them to be in conformity with International Accounting Standard 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board and adopted by the European Union.

We previously audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statement of financial position as of December 31, 2011, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for the year then ended (not presented herein), and in our report dated February 23, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed statement of financial position as of December 31, 2011, is fairly stated in all material respects in relation to the consolidated statement of financial position from which it has been derived.

 
PricewaterhouseCoopers , Société coopérative   Luxembourg, August 1, 2012
Represented by


Mervyn R. Martins

 
 
PricewaterhouseCoopers, Société coopérative, 400 Route d’Esch, B.P. 1443, L-1014 Luxembourg
T: +352 494848 1, F:+352 494848 2900, www.pwc.lu

Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°00123693)
R.C.S. Luxembourg B 65 477 - TVA LU17564447
 
16

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012


CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT

 all amounts in thousands of U.S. dollars, unless otherwise stated)        
Three-month period
 ended June 30,
   
Six-month period
 ended June 30,
 
    Notes    
2012
   
2011
   
2012
   
2011
 
Continuing operations        
(Unaudited)
   
(Unaudited)
 
Net sales
   3       2,801,492       2,403,122       5,418,841       4,727,087  
Cost of sales
 
3 & 4
      (1,694,712 )     (1,525,696 )     (3,305,809 )     (2,971,375 )
Gross profit
            1,106,780       877,426       2,113,032       1,755,712  
Selling, general and administrative expenses
 
3 & 5
      (486,655 )     (468,648 )     (930,798 )     (919,977 )
Other operating income (expense), net
   3       761       1,028       4,853       2,649  
Operating income
            620,886       409,806       1,187,087       838,384  
Interest income
   6       5,706       6,513       15,289       14,200  
Interest expense
   6       (12,688 )     (12,248 )     (22,613 )     (25,289 )
Other financial results
   6       (16,476 )     (12,408 )     (3,395 )     (11,350 )
Income before equity in earnings of associated companies and income tax
            597,428       391,663       1,176,368       815,945  
Equity in earnings of associated companies
            11,056       22,720       30,218       47,005  
Income before income tax
            608,484       414,383       1,206,586       862,950  
Income tax
            (148,325 )     (109,680 )     (292,999 )     (234,050 )
Income for the period
            460,159       304,703       913,587       628,900  
                                         
Attributable to:
                                       
Equity holders of the Company
            461,089       287,218       904,929       606,592  
Non-controlling interests
            (930 )     17,485       8,658       22,308  
              460,159       304,703       913,587       628,900  
                                         
Earnings per share attributable to the equity holders of the Company during the period:
                                       
Weighted average number of ordinary shares (thousands)
   7       1,180,537       1,180,537       1,180,537       1,180,537  
Continuing operations
                                       
Basic and diluted earnings per share (U.S. dollars per share)
   7       0.39       0.24       0.77       0.51  
Basic and diluted earnings per ADS (U.S. dollars per ADS)
   7       0.78       0.49       1.53       1.03  

CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

(all amounts in thousands of U.S. dollars)
 
Three-month period
 ended June 30,
   
Six-month period
 ended June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
Income for the period
    460,159       304,703       913,587       628,900  
Other comprehensive income:
                               
Currency translation adjustment
    (104,018 )     80,713       (41,512 )     235,492  
Changes in the fair value of derivatives held as cash flow hedges
    (21,751 )     (2,572 )     (20,436 )     5,790  
Share of other comprehensive income of associates:
                               
 - Currency translation adjustment
    (75,539 )     (5 )     (91,345 )     5,649  
 - Changes in the fair value of derivatives held as cash flow hedges
    (1,033 )     378       751       832  
Income tax relating to components of other comprehensive income (*)
    (1,149 )     215       (1,732 )     (1,672 )
Other comprehensive income for the period, net of tax
    (203,490 )     78,729       (154,274 )     246,091  
Total comprehensive income for the period
    256,669       383,432       759,313       874,991  
                                 
Attributable to:
                               
Equity holders of the Company
    277,404       341,775       756,737       820,500  
Non-controlling interests
    (20,735 )     41,657       2,576       54,491  
      256,669       383,432       759,313       874,991  
 (*) Relates to cash flow hedges

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2011.
 
 
 
17

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012


CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION


(all amounts in thousands of U.S. dollars)
       
At June 30, 2012
   
At December 31, 2011
 
   
Notes
   
(Unaudited)
       
ASSETS
                             
Non-current assets
                             
  Property, plant and equipment, net
   8       4,215,747             4,053,653        
  Intangible assets, net
   9       3,286,788             3,375,930        
  Investments in associated companies
   11       1,095,767             670,248        
  Other investments
            2,546             2,543        
  Deferred tax assets
            226,741             234,760        
  Receivables
            135,614       8,963,203       133,280       8,470,414  
Current assets
                                       
  Inventories
            2,985,056               2,806,409          
  Receivables and prepayments
            294,679               241,801          
  Current tax assets
            150,119               168,329          
  Trade receivables
            1,952,603               1,900,591          
  Available for sale assets
   13       21,572               21,572          
  Other investments
            419,409               430,776          
  Cash and cash equivalents
            742,618       6,566,056       823,743       6,393,221  
Total assets
                    15,529,259               14,863,635  
EQUITY
                                       
Capital and reserves attributable to the Company’s equity holders
                    10,699,313               10,506,227  
Non-controlling interests
                    178,365               666,716  
Total equity
                    10,877,678               11,172,943  
LIABILITIES
                                       
Non-current liabilities
                                       
  Borrowings
   11       676,077               149,775          
  Deferred tax liabilities
            791,006               828,545          
  Other liabilities
            204,156               233,653          
  Provisions
            67,511               72,975          
  Trade payables
            1,524       1,740,274       2,045       1,286,993  
Current liabilities
                                       
  Borrowings
            1,026,468               781,101          
  Current tax liabilities
            243,405               326,480          
  Other liabilities
            446,146               305,214          
  Provisions
            22,512               33,605          
  Customer advances
            163,883               55,564          
  Trade payables
            1,008,893       2,911,307       901,735       2,403,699  
Total liabilities
                    4,651,581               3,690,692  
Total equity and liabilities
                    15,529,259               14,863,635  


Contingencies, commitments and restrictions to the distribution of profits are disclosed in Note 10.
 
The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2011.
 
 
 
18

 
 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
(all amounts in thousands of U.S. dollars)


   
Attributable to equity holders of the Company
                   
   
Share Capital (1)
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings (2)
   
Total
   
Non-controlling interests
   
Total
 
                                                   
(Unaudited)
 
Balance at January 1, 2012
    1,180,537       118,054       609,733       (211,366 )     9,688       8,799,581       10,506,227       666,716       11,172,943  
                                                                         
Income for the period
    -       -       -       -       -       904,929       904,929       8,658       913,587  
Currency translation adjustment
    -       -       -       (34,261 )     -       -       (34,261 )     (7,251 )     (41,512 )
Hedge reserve, net of tax
    -       -       -       -       (23,256 )     -       (23,256 )     1,088       (22,168 )
Share of other comprehensive income of associates
    -       -       -       (91,345 )     670       -       (90,675 )     81       (90,594 )
Other comprehensive income for the period
    -       -       -       (125,606 )     (22,586 )     -       (148,192 )     (6,082 )     (154,274 )
Total comprehensive income for the period
    -       -       -       (125,606 )     (22,586 )     904,929       756,737       2,576       759,313  
Acquisition of non-controlling interests (see Note 11)
    -       -       -       -       (268,517 )     -       (268,517 )     (490,022 )     (758,539 )
Dividends paid in cash
    -       -       -       -       -       (295,134 )     (295,134 )     (905 )     (296,039 )
Balance At June 30, 2012
    1,180,537       118,054       609,733       (336,972 )     (281,415 )     9,409,376       10,699,313       178,365       10,877,678  



   
Attributable to equity holders of the Company
                   
   
Share Capital (1)
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings (2)
   
Total
   
Non-controlling interests
   
Total
 
                                                   
(Unaudited)
 
Balance at January 1, 2011
    1,180,537       118,054       609,733       108,419       15,809       7,869,807       9,902,359       648,221       10,550,580  
                                                                         
Income for the period
    -       -       -       -       -       606,592       606,592       22,308       628,900  
Currency translation adjustment
    -       -       -       203,002       -       -       203,002       32,490       235,492  
Hedge reserve, net of tax
    -       -       -       -       4,425       -       4,425       (307 )     4,118  
Share of other comprehensive income of associates
    -       -       -       5,649       832       -       6,481       -       6,481  
Other comprehensive income for the period
    -       -       -       208,651       5,257       -       213,908       32,183       246,091  
Total comprehensive income for the period
    -       -       -       208,651       5,257       606,592       820,500       54,491       874,991  
Acquisition of non-controlling interests
    -       -       -       -       (1,938 )     -       (1,938 )     (14,551 )     (16,489 )
Treasury shares held by associated companies
    -       -       -       -       (3,339 )     -       (3,339 )     -       (3,339 )
Dividends paid in cash
    -       -       -       -       -       (247,913 )     (247,913 )     (5,735 )     (253,648 )
Balance At June 30, 2011
    1,180,537       118,054       609,733       317,070       15,789       8,228,486       10,469,669       682,426       11,152,095  


(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of USD1.00 per share. As of June 30, 2012 and 2011 there were 1,180,536,830 shares issued. All issued shares are fully paid.
(2) The Distributable Reserve and Retained Earnings as of December 31, 2011 calculated in accordance with Luxembourg Law are disclosed in Note 10.
 
The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2011
 
 
 
19

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
 
 
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS



(all amounts in thousands of U.S. dollars)
       
Six-month period ended June 30,
 
   
Note
   
2012
   
2011
 
Cash flows from operating activities
       
(Unaudited)
 
Income for the period
          913,587       628,900  
Adjustments for:
                     
Depreciation and amortization
 
8 & 9
      275,884       265,401  
Income tax accruals less payments
          (105,779 )     47,235  
Equity in earnings of associated companies
          (30,218 )     (47,005 )
Interest accruals less payments, net
          (18,256 )     (27,820 )
Changes in provisions
          (16,557 )     19,916  
Changes in working capital
          48,103       (498,557 )
Other, including currency translation adjustment
          (47,567 )     102,716  
Net cash provided by operating activities
          1,019,197       490,786  
                       
Cash flows from investing activities
                     
Capital expenditures
 
8 & 9
      (400,926 )     (461,791 )
Acquisitions of subsidiaries and associated companies
   11       (504,597 )     -  
Proceeds from disposal of property, plant and equipment and intangible assets
            6,155       1,967  
Dividends and distributions received from associated companies
            18,702       17,229  
Changes in investments in short term securities
            11,367       (194,682 )
Net cash used in investing activities
            (869,299 )     (637,277 )
                         
Cash flows from financing activities
                       
Dividends paid
            (295,134 )     (247,913 )
Dividends paid to non-controlling interest in subsidiaries
            (905 )     (5,735 )
Acquisitions of non-controlling interests
   11       (758,539 )     (16,489 )
Proceeds from borrowings
            1,214,234       489,795  
Repayments of borrowings
            (439,116 )     (541,112 )
Net cash used in financing activities
            (279,460 )     (321,454 )
                         
Decrease in cash and cash equivalents
            (129,562 )     (467,945 )
Movement in cash and cash equivalents
                       
At the beginning of the period
            815,032       820,165  
Effect of exchange rate changes
            8,242       9,823  
Decrease in cash and cash equivalents
            (129,562 )     (467,945 )
At June 30,
            693,712       362,043  
                         
           
At June 30,
 
Cash and cash equivalents
            2012       2011  
Cash at banks, liquidity funds and short-term investments
            742,618       424,287  
Bank overdrafts
            (48,906 )     (62,244 )
              693,712       362,043  


The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2011.
 
 
 
20

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS



1
General information
2
Accounting policies and basis of presentation
3
Segment information
4
Cost of sales
5
Selling, general and administrative expenses
6
Financial results
7
Earnings and dividends per share
8
Property, plant and equipment, net
9
Intangible assets, net
10
Contingencies, commitments and restrictions to the distribution of profits
11
Other acquisitions
12
Related party transactions
13
Nationalization of Venezuelan Subsidiaries
 
 
 
 
 
 
 
 
21

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
 
NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
(In the notes all amounts are shown in U.S. dollars, unless otherwise stated)

1
General information

Tenaris S.A. (the "Company") was established as a public limited liability company (Société Anonyme) under the laws of the Grand-Duchy of Luxembourg on December 17, 2001. The Company holds, either directly or indirectly, controlling interests in various subsidiaries in the steel pipe manufacturing and distribution businesses. References in these Consolidated Condensed Interim Financial Statements to "Tenaris" refer to Tenaris S.A. and its consolidated subsidiaries. A list of the principal Company’s subsidiaries is included in Note 31 to the audited Consolidated Financial Statements for the year ended December 31, 2011.

The Company’s shares trade on the Buenos Aires Stock Exchange, the Italian Stock Exchange and the Mexican Stock Exchange; the Company’s American Depositary Securities (“ADS”) trade on the New York Stock Exchange.

These Consolidated Condensed Interim Financial Statements were approved for issue by the Company’s Board of Directors on August 1, 2012.

2
Accounting policies and basis of presentation

These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies used in the preparation of these Consolidated Condensed Interim Financial Statements are consistent with those used in the audited Consolidated Financial Statements for the year ended December 31, 2011. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2011, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and adopted by the European Union (“EU”).

The preparation of Consolidated Condensed Interim Financial Statements in conformity with IFRS requires management to make certain accounting estimates and assumptions that might affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet dates, and the reported amounts of revenues and expenses for the reported periods. Actual results may differ from these estimates.

Material inter-company transactions, balances and unrealized gains (losses) on transactions between Tenaris subsidiaries have been eliminated in consolidation. However, since the functional currency of some subsidiaries is its respective local currency, some financial gains (losses) arising from inter-company transactions are generated. These are included in the Consolidated Condensed Interim Income Statement under Other financial results.

Under Mexican law, the Company’s Mexican subsidiaries are required to pay to their employees an annual benefit calculated on a similar basis to that used for local income tax purposes. Employee statutory profit sharing is recorded in current other liabilities in the Consolidated Statement of Financial Position. Effective January 1, 2012, the Mexican employee statutory profit sharing provision has been included as part of labor cost (approximately $13.6 million in Cost of sales and $1.9 million in Selling, general and administrative expenses respectively for the six-month period ended June 30, 2011).

The comparative amounts have been reclassified to conform to changes in presentation in the current year.

Starting January 1, 2012, the Company changed the functional currency of its Mexican, Canadian and Japanese subsidiaries from their respective local currencies to the U.S. dollar.

In Mexico, following the start up of a new rolling mill for the production of seamless pipes at its subsidiary, Tubos de Acero de Mexico S.A. or Tamsa, the Company has concluded that the most appropriate functional currency for Tamsa is the U.S. dollar. The new added capacity is converting Tamsa into a major exporter of seamless steel pipes, as a great majority of its production will be exported to most major oil and gas markets with a U.S. dollar economic environment, in addition, seamless pipes sales are denominated and settled in U.S. dollars.

 
22

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
 
2
Accounting policies and basis of presentation (Cont.)

In Canada, the Company has concluded that the most appropriate functional currency for its two major steel pipe production facilities (Algoma and Prudential) is the U.S. dollar, due to a significant increase in the level of integration of the local operations within Tenaris’s international supply chain system, evidenced by a higher level of imports as well as a higher level of exports from the Canadian production facilities to the U.S. market.

The Company believes that due to the high level of integration in terms of sales and supply chain of its worldwide operations in the Tubes segment, the U.S. dollar is the currency that best reflects the economic environment in which it operates, which is consistent with that of the oil and gas industry.

As a result of these changes in functional currency, a majority of the Company’s subsidiaries within the Tubes segment (other than its European manufacturing subsidiaries) have the U.S. dollar as their functional currency. In the Projects and Others segments, the Company maintains the Brazilian Real as the functional currency of its Brazilian subsidiaries.
 
 
 
 
 
 
 
 
 
 
 
 
 
23

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
3           Segment information
 
Reportable operating segments


   
(Unaudited)
 
(all amounts in thousands of U.S. dollars)
 
Tubes
   
Projects
   
Other
   
Total
 
Six-month period ended June 30, 2012
                       
Net sales
    4,706,363       327,886       384,592       5,418,841  
Cost of sales
    (2,813,965 )     (214,253 )     (277,591 )     (3,305,809 )
Gross profit
    1,892,398       113,633       107,001       2,113,032  
Selling, general and administrative expenses
    (838,740 )     (42,425 )     (49,633 )     (930,798 )
Other operating income (expenses), net
    3,025       2,241       (413 )     4,853  
Operating income
    1,056,683       73,449       56,955       1,187,087  
                                 
Depreciation  and amortization
    256,457       11,341       8,086       275,884  
Capital expenditures
    347,785       43,329       9,812       400,926  
                                 
Six-month period ended June 30, 2011
                               
Net sales
    3,965,103       387,347       374,637       4,727,087  
Cost of sales
    (2,458,834 )     (257,250 )     (255,291 )     (2,971,375 )
Gross profit
    1,506,269       130,097       119,346       1,755,712  
Selling, general and administrative expenses
    (830,476 )     (46,418 )     (43,083 )     (919,977 )
Other operating income (expenses), net
    2,876       (413 )     186       2,649  
Operating income
    678,669       83,266       76,449       838,384  
Depreciation  and amortization
    247,093       11,104       7,204       265,401  
Capital expenditures
    430,805       28,558       2,428       461,791  


Geographical information

   
(Unaudited)
 
(all amounts in thousands of U.S. dollars)
 
North America
   
South America
   
Europe
   
Middle East & Africa
   
Far East & Oceania
   
Total
 
Six-month period ended June 30, 2012
                                   
Net sales
    2,703,754       1,233,801       574,294       646,529       260,463       5,418,841  
Depreciation and amortization
    152,959       52,504       55,925       3,071       11,425       275,884  
Capital expenditures
    175,405       107,731       106,219       4,446       7,125       400,926  
                                                 
Six-month period ended June 30, 2011
                                               
Net sales
    2,030,437       1,267,790       557,254       601,406       270,200       4,727,087  
Depreciation and amortization
    137,402       53,393       60,280       633       13,693       265,401  
Capital expenditures
    307,681       72,695       66,618       9,152       5,645       461,791  
                                                 

Allocation of net sales to geographical information is based on customer location. Allocation of depreciation and amortization is based on the geographical location of the underlying assets.

There are no revenues from external customers attributable to the Company’s country of incorporation (Luxembourg). For geographical information purposes, “North America” comprises Canada, Mexico and the USA; “South America” comprises principally Argentina, Brazil, Colombia, Ecuador and Venezuela; “Europe” comprises principally Italy, Norway, Romania and United Kingdom; “Middle East and Africa” comprises principally Saudi Arabia, United Arab Emirates and Jordan; “Far East and Oceania” comprises principally China, Indonesia and Japan.

 
24

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
4           Cost of sales

   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2012
   
2011
 
   
(Unaudited)
 
Inventories at the beginning of the period
    2,806,409       2,460,384  
                 
Plus: Charges of the period
               
Raw materials, energy, consumables and other
    2,242,550       2,233,203  
                 
Services and fees
    221,487       176,782  
Labor cost (See Note 2)
    631,199       563,126  
Depreciation of property, plant and equipment
    159,575       154,648  
Amortization of intangible assets
    3,924       2,409  
Maintenance expenses
    121,007       99,975  
Allowance for obsolescence
    24,581       (553 )
Taxes
    3,766       2,418  
Other
    76,367       44,868  
      3,484,456       3,276,876  
                 
Less: Inventories at the end of the period
    (2,985,056 )     (2,765,885 )
      3,305,809       2,971,375  

5           Selling, general and administrative expenses

   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2012
   
2011
 
   
(Unaudited)
 
Services and fees
    111,590       114,189  
Labor cost (See Note 2)
    283,056       270,520  
Depreciation of property, plant and equipment
    6,770       5,583  
Amortization of intangible assets
    105,615       102,761  
Commissions, freight and other selling expenses
    283,841       252,757  
Provisions for contingencies
    1,453       30,221  
Allowances for doubtful accounts
    (4,196 )     4,118  
Taxes
    76,080       72,996  
Other
    66,589       66,832  
      930,798       919,977  

6           Financial results


(all amounts in thousands of U.S. dollars)
 
Six-month period ended June 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
Interest income
    15,289       14,200  
Interest expense (*)
    (22,613 )     (25,289 )
Interest net
    (7,324 )     (11,089 )
Net foreign exchange transaction results
    (11,868 )     (15,395 )
Foreign exchange derivatives contracts results (**)
    7,513       4,521  
Other
    960       (476 )
Other financial results
    (3,395 )     (11,350 )
Net financial results
    (10,719 )     (22,439 )
 
 
 
25

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
6           Financial results (Cont.)

Net foreign exchange transaction results include those amounts that affect the gross margin of certain subsidiaries which functional currencies are different from the U.S. dollar.

(*) Includes interest rate swap losses of $5.2 million for the six-month period ended June 30, 2011.

(**) Includes a loss of $0.4 million and a gain of $6.1 million on an identified embedded derivative for the six-month periods ended June 30, 2012 and June 30, 2011, respectively.

7           Earnings and dividends per share

Earnings per share are calculated by dividing the net income attributable to equity holders of the Company by the daily weighted average number of ordinary shares in issue during the period.


   
Six-month period ended June 30,
 
   
2012
   
2011
 
   
(Unaudited)
 
Net income attributable to equity holders
    461,089       606,592  
Weighted average number of ordinary shares in issue (thousands)
    1,180,537       1,180,537  
Basic and diluted earnings per share ( U.S. dollars per share)
    0.39       0.51  
Basic and diluted earnings per ADS ( U.S. dollars per ADS) (*)
    0.78       1.03  

 
(*) Each ADS equals two shares

On May 2, 2012 the Company’s shareholders approved an annual dividend in the amount of  $0.38 per share ($0.76 per ADS). The amount approved included the interim dividend previously paid in November 2011, in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.25 per share ($0.50 per ADS), was paid on May  24, 2012. In the aggregate, the interim dividend paid in November 2011 and the balance paid in May 2012 amounted to approximately $449 million.


8           Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)
 
2012
   
2011
 
   
(Unaudited)
 
Six-month period ended June 30,
           
Opening net book amount
    4,053,653       3,780,580  
Currency translation adjustment
    (44,949 )     150,477  
Additions
    380,430       443,757  
Disposals
    (6,155 )     (1,967 )
Transfers
    (887 )     (192 )
Depreciation charge
    (166,345 )     (160,231 )
At June 30,
    4,215,747       4,212,424  

9           Intangible assets, net

(all amounts in thousands of U.S. dollars)
 
2012
   
2011
 
   
(Unaudited)
 
Six-month period ended June 30,
           
Opening net book amount
    3,375,930       3,581,816  
Currency translation adjustment
    (986 )     14,632  
Additions
    20,496       18,034  
Transfers
    887       192  
Amortization charge
    (109,539 )     (105,170 )
At June 30,
    3,286,788       3,509,504  
 
 
26

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
10           Contingencies, commitments and restrictions to the distribution of profits

Contingencies

This note should be read in conjunction with Note 26 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2011.

Conversion of tax loss carry-forwards
 
On December 18, 2000, the Argentine tax authorities notified Siderca S.A.I.C., a Tenaris subsidiary organized in Argentina (“Siderca”), of an income tax assessment related to the conversion of tax loss carry-forwards into Debt Consolidation Bonds under Argentine Law No. 24.073. The adjustments proposed by the tax authorities represent an estimated contingency of approximately ARS 112 million (approximately $25 million) at June 30, 2012, in taxes and penalties. Tenaris believes that it is not probable that the ultimate resolution of the matter will result in an obligation. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements.

Commitments

Set forth is a description of Tenaris’s main outstanding commitments:

·  
A Tenaris company is a party to a five-year contract with Nucor Corporation, under which it committed to purchase from Nucor steel coils, with deliveries starting in January 2007 on a monthly basis. The Tenaris company has negotiated a one-year extension to the original contract, through December 2012. Prices are adjusted quarterly in accordance with market conditions. As of June 30, 2012 the estimated aggregate amount of the contract at current prices is approximately $150 million.

·  
A Tenaris company has renegotiated its previous ten year steel bars purchase contract with Rio Tinto Fer et Titane (ex- QIT). The amended contract gives either party the right to cancel the agreement upon a 2 year- written notice and therefore, as of June 30, 2012 no significant commitment arises.
 
·  
A Tenaris company entered  into a contract with Siderar, a subsidiary of Ternium S.A. (“Ternium”) for the supply of steam generated at the power generation facility that Tenaris owns in the compound of the Ramallo facility of Siderar. Under this contract, Tenaris is required to provide to Siderar 250 tn/hour of steam through 2018, and Siderar has the obligation to take or pay this volume. The amount of this gas supply agreement totals approximately $87 million.

Restrictions to the distribution of profits and payment of dividends

As of December 31, 2011, equity as defined under Luxembourg law and regulations consisted of:
 
(all amounts in thousands of U.S. dollars)
     
Share capital
    1,180,537  
Legal reserve
    118,054  
Share premium
    609,733  
Retained earnings including net income for the year ended December 31, 2011
    23,024,194  
Total equity in accordance with Luxembourg law
    24,932,518  

At least 5% of the Company’s net income per year, as calculated in accordance with Luxembourg law and regulations, must be allocated to the creation of a legal reserve equivalent to 10% of the Company’s share capital.                            
 
As of December 31, 2011, this reserve is fully allocated and additional allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.

The Company may pay dividends to the extent, among other conditions, that it has distributable retained earnings calculated in accordance with Luxembourg law and regulations.
 
 
 
27

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
10           Contingencies, commitments and restrictions to the distribution of profits (Cont.)

Restrictions to the distribution of profits and payment of dividends (Cont.)

At December 31, 2011, distributable amount under Luxembourg law totals $23.6 billion, as detailed below.

(all amounts in thousands of U.S. dollars)
Retained earnings at December 31, 2010 under Luxembourg law
    16,631,947  
Gain from the transfer of shares in affiliated undertakings
    6,828,757  
Other income and expenses for the year ended December 31, 2011
    (35,127 )
Dividends paid
    (401,383 )
Retained earnings at December 31, 2011 under Luxembourg law
    23,024,194  
Share premium
    609,733  
Distributable amount at December 31, 2011 under Luxembourg law
    23,633,927  

In the fourth quarter of 2010, the Company carried out a multi-step corporate reorganization, which included, among other transactions, the contribution of most of the Company’s assets and liabilities to Tenaris Investments S.à r.l. (“Tenaris Investments”) a wholly-owned, newly-incorporated Luxembourg subsidiary and the restructuring of indirect holdings in certain subsidiaries. The corporate reorganization was completed in 2011, and resulted in a revaluation of the accounting value (under Luxembourg GAAP) of the assets contributed.

11           Other acquisitions

Non controlling interests

During the six-month period ended June 30, 2011, additional shares of certain Tenaris subsidiaries were acquired from non-controlling shareholders for approximately $16.4 million.

Acquisition of participation in Usinas Siderúrgicas de Minas Gerais S.A. (“Usiminas”)

On January 16, 2012, Tenaris’s Brazilian subsidiary, Confab Industrial S.A. (“Confab”) acquired 25 million ordinary shares of Usiminas, representing 5.0% of the shares with voting rights and 2.5% of the total share capital. The price paid for each ordinary share was BRL36, representing a total cost to Confab of $504.6 million. Confab financed the acquisition through an unsecured 5-year term loan in the principal amount of $350 million and cash on hand.

This acquisition is part of a larger transaction pursuant to which Ternium, certain of its subsidiaries and Confab joined Usiminas’ existing control group through the acquisition of ordinary shares representing 27.7% of Usiminas’ total voting capital and 13.8% of Usiminas’ total share capital. In addition, Ternium, its subsidiaries and Confab entered into an amended and restated Usiminas shareholders’ agreement with Nippon Steel, Mitsubishi, Metal One and Caixa dos Empregados da Usiminas (“CEU”), an Usiminas employee fund, governing the parties’ rights within the Usiminas control group. As a result of these transactions, the control group, which holds 322.7 million ordinary shares representing the majority of Usiminas’ voting rights, is now formed as follows: Nippon Group 46.1%, Ternium/Tenaris Group 43.3%, and CEU 10.6%. The rights of Ternium and its subsidiaries and Confab within the Ternium/Tenaris Group are governed under a separate shareholders agreement.

On July 30,  2012,  Usiminas published its interim accounts as of and for the six-months ended June 30, 2012, which state that revenues, post-tax losses from continuing operations and net assets  amounted to $3,273 million, $64 million and $8,415 million, respectively.

As of the date of issuance of these consolidated condensed interim financial statements, the Company has not yet completed its purchase price allocation procedure, which is estimated to be finished before year-end. Once the Company's purchase price allocation has been completed, certain modifications to the value attributed to the assets and liabilities acquired may be required. In addition to its net share of the losses ($2 million), during the six-month period ended on June 30, 2012, the Company recognized other negative adjustments in connection with its investment in Usiminas for a total amount of $59 million. These negative adjustments, which are recorded as other comprehensive loss, are mainly attributable to a currency translation adjustment generated by the investment in Usiminas being maintained in Brazilian real and are calculated as provided by IAS 21. As a result of these losses, the Company’s participation in Usiminas as of June 30, 2012 amounted to $441.8 million. The Company has not yet completed any impairment test over its investment in Usiminas.
 
 
 
28

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
11           Other acquisitions  (Cont.)

Tenaris accomplishes Confab delisting
 
Following a proposal by shareholders representing 32.6% of the shares held by the public in its controlled Brazilian subsidiary Confab, Tenaris filed on January 27, 2012, a request with CVM (Brazil’s securities regulator) and the Sao Paulo stock exchange seeking their approval to a delisting tender offer to acquire all of the ordinary and preferred shares held by the public in Confab.
 
On March 22, 2012, following receipt of all requisite approvals from CVM and the Sao Paulo stock exchange, Tenaris launched the offer for a price in cash of Brazilian reais 5.85 per ordinary or preferred share, subject to adjustments as described in the offer documents. The shareholders parties to the proposal had agreed to the offer price and had committed to tender their shares into the offer.
 
On April 23, 2012, at the auction for the offer, a total of 216,269,261 Confab shares were tendered. As a result, Tenaris attained the requisite threshold to delist Confab from the São Paulo Stock Exchange. The final cash price paid in the auction was Brazilian reais 5.90 per ordinary or preferred share (or approximately $3.14 per ordinary or preferred share). Subsequent to the auction, on April 23, 2012, Tenaris acquired 6,070,270 additional Confab shares in the market at the same price. Upon settlement of the offer and these subsequent purchases on April 26, 2012, Tenaris held in the aggregate approximately 95.9% of Confab.
 
Between April 24 and May 11, 2012, Tenaris acquired additional shares representing approximately 2.3% of Confab at the same price paid in the auction of the offer.
 
On June 6, 2012, Confab exercised its right to redeem the remaining shares at the same price paid to the tendering shareholders (adjusted by Brazil’s SELIC rate) and Confab became a wholly-owned subsidiary of Tenaris.
 
Tenaris total investment in Confab shares pursuant to these transactions amounted to approximately $758.5 million.
 

12           Related party transactions

As of June 30, 2012:    
 
·  
San Faustin S.A., a Luxembourg public limited liability company (Société Anonyme) (“San Faustin”), owned 713,605,187 shares in the Company, representing 60.45% of the Company’s capital and voting rights.
 
·  
San Faustin owned all of its shares in the Company through its wholly-owned subsidiary Techint Holdings S.à r.l., a Luxembourg  private limited liability company (Société à responsabilité limitée) (“Techint”).
 
·  
Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a Dutch private foundation (Stichting)  (“RP STAK”) held  shares in San Faustin sufficient in number to control San Faustin.
 
·  
No person or group of persons controls RP STAK.
 
Based on the information most recently available to the Company, Tenaris’s directors and senior management as a group owned 0.12% of the Company’s outstanding shares.

At June 30, 2012, the closing price of the Ternium S.A. (“Ternium”) ADS as quoted on the New York Stock Exchange was $19.57 per ADS, giving Tenaris’s ownership stake a market value of approximately $449.5  million. At June 30, 2012, the carrying value of Tenaris’s ownership stake in Ternium, based on Ternium’s IFRS financial statements was approximately $634.8 million.

Transactions and balances disclosed as “Associated” companies are those with companies over which Tenaris exerts significant influence or joint control in accordance with IFRS, but does not have control. All other transactions with related parties which are not Associated and which are not consolidated are disclosed as “Other”.
 
 
 
29

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
12           Related party transactions (Cont.)

The following transactions were carried out with related parties

(all amounts in thousands of U.S. dollars):
(Unaudited)
                   
Six-month period ended June 30, 2012
 
Associated (1)
   
Other
   
Total
 
Transactions
                 
(a) Sales of goods and services
                 
Sales of goods
    18,297       26,721       45,018  
Sales of services
    6,707       2,343       9,050  
      25,004       29,064       54,068  
(b) Purchases of goods and services
                       
Purchases of goods
    210,400       12,048       222,448  
Purchases of services
    46,721       36,357       83,078  
      257,121       48,405       305,526  

(Unaudited)
Six-month period ended June 30, 2011
 
Associated (2)
   
Other
   
Total
 
Transactions
                 
(a) Sales of goods and services
                 
Sales of goods
    20,802       69,722       90,524  
Sales of services
    8,225       2,240       10,465  
      29,027       71,962       100,989  
(b) Purchases of goods and services
                       
Purchases of goods
    45,969       9,464       55,433  
Purchases of services
    40,592       71,067       111,659  
      86,561       80,531       167,092  

(Unaudited)
At June 30, 2012
 
Associated (1)
   
Other
   
Total
 
Period-end balances
                 
                   
(a) Arising from sales / purchases of goods / services
                 
Receivables from related parties
    53,671       16,708       70,379  
Payables to related parties
    (67,149 )     (8,131 )     (75,280 )
      (13,478 )     8,577       (4,901 )
(b) Financial debt
                       
Borrowings
    (4,100 )     (2,177 )     (6,277 )

At December 31, 2011
 
Associated (2)
   
Other
   
Total
 
Year-end balances
                 
                   
(a) Arising from sales / purchases of goods / services
                 
Receivables from related parties
    40,305       11,352       51,657  
Payables to related parties
    (38,129 )     (6,983 )     (45,112 )
      2,176       4,369       6,545  
(b) Financial debt
                       
Borrowings
    (8,650 )     (1,851 )     (10,501 )


 (1) Includes Ternium S.A. and its subsidiaries (“Ternium”), Condusid C.A. (“Condusid”), Finma S.A.I.F (“Finma”), Lomond Holdings B.V.
group (“Lomond”), Socotherm Brasil S.A. (“Socotherm”), Techinst S.A.(“ Techinst”), Arhsa S.A. (“Arhsa”), Hydril Jindal International Private Ltd (“Hydril Jindal”) and Usiminas.

(2) Includes Ternium, Condusid, Finma, Lomond, Socotherm and Hydril Jindal.
 
 
 
30

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
13           Nationalization of Venezuelan Subsidiaries
 
In May 2009, within the framework of Decree Law 6058, Venezuela’s President Hugo Chávez announced the nationalization of, among other companies, the Company's majority-owned subsidiaries TAVSA - Tubos de Acero de Venezuela S.A. ("Tavsa") and, Matesi Materiales Siderúrgicos S.A ("Matesi"), and Complejo Siderúrgico de Guayana, C.A ("Comsigua"), in which the Company has a non-controlling interest (collectively, the “Venezuelan Companies").

In July 2009, President Chávez issued Decree 6796, which ordered the acquisition of the Venezuelan Companies' assets and provided that Tavsa's assets would be held by the Ministry of Energy and Oil, while Matesi and Comsigua's assets would be held by the Ministry of Basic Industries and Mining. Decree 6796 also required the Venezuelan government to create certain committees at each of the Venezuelan Companies; each transition committee must ensure the nationalization of each Venezuelan Company and the continuity of its operations, and each technical committee (to be composed of representatives of Venezuela and the private sector) must negotiate over a 60-day period (extendable by mutual agreement) a fair price for each Venezuelan Company to be transferred to Venezuela. In the event the parties failed to reach agreement by the expiration of the 60-day period (or any extension thereof), the applicable Ministry would assume control and exclusive operation of the relevant Venezuelan Company, and the Executive Branch would be required to order their expropriation in accordance with the Venezuelan Expropriation Law. The Decree also specifies that all facts and activities thereunder are subject to Venezuelan law and any disputes relating thereto must be submitted to Venezuelan courts.

In August 2009, Venezuela, acting through the transition committee appointed by the Minister of Basic Industries and Mines of Venezuela, unilaterally assumed exclusive operational control over Matesi, and in November, 2009, Venezuela, acting through PDVSA Industrial S.A. (a subsidiary of Petróleos de Venezuela S.A.), formally assumed exclusive operational control over the assets of Tavsa.

In 2010, Venezuela’s National Assembly declared Matesi’s assets to be of public and social interest and ordered the Executive Branch to take the necessary measures for the expropriation of such assets. In June 2011, President Chávez issued Decree 8280, which orders the expropriation of Matesi’s assets as may be required for the implementation of a state-owned project for the production, sale and distribution of briquettes, and further instructs to commence negotiations and take any actions required for the acquisition of such assets.

Tenaris’s investments in the Venezuelan companies are protected under applicable bilateral investment treaties, including the bilateral investment treaty between Venezuela and the Belgium-Luxembourg Economic Union, and Tenaris continues to reserve all of its rights under contracts, investment treaties and Venezuelan and international law. Tenaris has also consented to the jurisdiction of the ICSID in connection with the nationalization process.

In August 2011, Tenaris and its wholly-owned subsidiary Talta - Trading e Marketing Sociedad Unipessoal Lda (Talta), initiated arbitration proceedings against Venezuela before the International Centre for Settlement of Investment Disputes (ICSID) in Washington D.C., pursuant to the bilateral investment treaties entered into by Venezuela with the Belgium-Luxembourg Economic Union and Portugal. In these proceedings, Tenaris and Talta seek adequate and effective compensation for the expropriation of their investment in Matesi. This case was registered by the ICSID on September 30, 2011.

In July 2012, given the absence of progress in the discussions on compensation since the expropriation of Tavsa and Comsigua, Tenaris and Talta initiated separate arbitration proceedings against Venezuela before the ICSID, pursuant to the bilateral investment treaties entered into by Venezuela with the Belgium-Luxembourg Economic Union and Portugal. In these proceedings, Tenaris and Talta seek adequate and effective compensation for the expropriation of their respective investments in the above mentioned companies.

Based on the facts and circumstances described above and following the guidance set forth by IAS 27R, the Company ceased consolidating the results of operations and cash flows of the Venezuelan Companies as from June 30, 2009, and classified its investments in the Venezuelan Companies as financial assets based on the definitions contained in paragraphs 11(c)(i) and 13 of IAS 32.


 
31

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

 
 
13           Nationalization of Venezuelan Subsidiaries (Cont.)

The Company classified its interests in the Venezuelan Companies as available-for-sale investments since management believes they do not fulfill the requirements for classification within any of the remaining categories provided by IAS 39 and such classification is the most appropriate accounting treatment applicable to non-voluntary dispositions of assets.

Tenaris or its subsidiaries have net receivables with the Venezuelan Companies as of June 30, 2012 for a total amount of approximately $28 million.

The Company records its interest in the Venezuelan Companies at its carrying amount at June 30, 2009, and not at fair value, following the guidance set forth by paragraphs 46(c), AG80 and AG81 of IAS 39.


 

 

 

 

 
     Ricardo Soler
     Chief Financial Officer
 
 
 
 
 
 
 
 
 
32

 
 
 
 
Investor Information
 
Investor Relations Director
Giovanni Sardagna

Luxembourg Office

29 avenue de la Porte-Neuve
3rd Floor
L-2227 Luxembourg
(352) 26 47 89 78 tel
(352) 26 47 89 79 fax


Phones
USA 1 888 300 5432
Argentina (54) 11 4018 2928  General Inquiries
Italy (39) 02 4384 7654  investors@tenaris.com
Mexico (52) 55 5282 9929
 
Stock Information
New York Stock Exchange (TS)  ADS Depositary Bank
Mercato Telematico Azionario (TEN)  The Bank of New York
Mercado de Valores de Buenos Aires (TS)  CUSIP No. 88031M019
 
Bolsa Mexicana de Valores, S.A. de C.V. (TS)
 
Internet
www.tenaris.com

 
 
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