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 May 3, 2013

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

TENARIS, S.A.
46a, Avenue John F. Kennedy
L-1855 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 press release announcing its 2013 first quarter results.

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: May 3, 2013
 
 
 
Tenaris, S.A.
 
 
 
 
By: /s/ Cecilia Bilesio 
Cecilia Bilesio
Corporate Secretary
 

 
 
 

 



 



TENARIS S.A.

 



CONSOLIDATED CONDENSED INTERIM FINANCIAL
 STATEMENTS
 

 

MARCH 31, 2013



 



29, Avenue de la Porte-Neuve – 3rd Floor.
L - 2227 Luxembourg
 
 

  3
 

 

Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the three-month period ended March 31, 2013

CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT

(all amounts in thousands of U.S. dollars, unless otherwise stated)
     
Three-month period ended March, 31
 
   
Notes
 
2013
   
2012
 
Continuing operations
     
(Unaudited)
 
Net sales
  3     2,678,305       2,617,349  
Cost of sales
  4     (1,645,432 )     (1,611,097 )
Gross profit
        1,032,873       1,006,252  
Selling, general and administrative expenses
  5     (475,565 )     (444,143 )
Other operating income (expense), net
        (3,723 )     4,092  
Operating income
        553,585       566,201  
Interest income
  6     6,081       9,583  
Interest expense
  6     (13,909 )     (9,925 )
Other financial results
  6     (1,381 )     13,081  
Income before equity in earnings of associated companies and income tax
        544,376       578,940  
Equity in earnings of associated companies (1)
        12,197       13,963  
Income before income tax
        556,573       592,903  
Income tax
        (133,856 )     (144,674 )
Income for the period
        422,717       448,229  
Attributable to:
                   
Owners of the parent
        424,777       438,641  
Non-controlling interests
        (2,060 )     9,588  
          422,717       448,229  
Earnings per share attributable to the owners of the parent during period:
                   
Weighted average number of ordinary shares (thousands)
  7     1,180,537       1,180,537  
Continuing operations
                   
Basic and diluted earnings per share (U.S. dollars per share)
  7     0.36       0.37  
Basic and diluted earnings per ADS (U.S. dollars per ADS)
  7     0.72       0.74  

(1) In connection with the acquisition of Usinas Siderúrgicas de Minas Gerais (“Usiminas”), the Company has completed the purchase price allocation in December 31, 2012. Accordingly, following the provisions of IFRS 3, the Company has retrospectively adjusted the reported figures as of March 31, 2012, modifying mainly equity in earnings of associated companies by $5.2 million.

CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

(all amounts in thousands of U.S. dollars)
 
Three-month period ended March, 31
 
   
2013
   
2012
 
   
(Unaudited)
 
Income for the period
    422,717       448,229  
                 
Items that may be reclassified subsequently to profit or loss:
               
Currency translation adjustment
    (22,821 )     62,506  
Changes in the fair value of derivatives held as cash flow hedges
    3,238       1,315  
Share of other comprehensive income of associates:
               
 - Currency translation adjustment
    4,537       (15,668 )
 - Changes in the fair value of derivatives held as cash flow hedges
    1,728       1,784  
Income tax relating to components of other comprehensive income (*)
    687       (583 )
Other comprehensive (loss) income for the period, net of tax
    (12,631 )     49,354  
Total comprehensive income for the period
    410,086       497,583  
Attributable to:
               
Owners of the parent
    412,348       474,272  
Non-controlling interests
    (2,262 )     23,311  
      410,086       497,583  
 
(*) 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, 2012.

 
1

 

Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the three-month period ended March 31, 2013

CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

(all amounts in thousands of U.S. dollars)
     
At March 31, 2013
   
At December 31, 2012
 
   
Notes
 
(Unaudited)
       
ASSETS
                           
Non-current assets
                           
  Property, plant and equipment, net
  8     4,490,305             4,434,970        
  Intangible assets, net
  9     3,161,011             3,199,916        
  Investments in associated companies
        985,230             977,011        
  Other investments
        2,532             2,603        
  Deferred tax assets
        201,599             215,867        
  Receivables
        128,921       8,969,598       142,060       8,972,427  
Current assets
                                   
  Inventories
        2,894,456               2,985,805          
  Receivables and prepayments
        256,572               260,532          
  Current tax assets
        141,359               175,562          
  Trade receivables
        2,076,099               2,070,778          
  Available for sale assets
  13     21,572               21,572          
  Other investments
        802,991               644,409          
  Cash and cash equivalents
        948,777       7,141,826       828,458       6,987,116  
Total assets
                16,111,424               15,959,543  
EQUITY
                                   
Capital and reserves attributable to owners of the parent
                11,735,821               11,328,031  
Non-controlling interests
                156,648               171,561  
Total equity
                11,892,469               11,499,592  
LIABILITIES
                                   
Non-current liabilities
                                   
  Borrowings
        491,049               532,407          
  Deferred tax liabilities
        696,401               728,541          
  Other liabilities
        308,084               302,444          
  Provisions
        72,555       1,568,089       67,185       1,630,577  
                                     
Current liabilities
                                   
  Borrowings
        1,139,799               1,211,785          
  Current tax liabilities
        242,836               254,603          
  Other liabilities
        333,917               318,828          
  Provisions
        24,889               26,958          
  Customer advances
        92,409               134,010          
  Trade payables
        817,016       2,650,866       883,190       2,829,374  
Total liabilities
                4,218,955               4,459,951  
Total equity and liabilities
                16,111,424               15,959,543  

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, 2012.

 
2

 

Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the three-month period ended March 31, 2013

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

   
Attributable to owners of the parent
                   
   
Share Capital (1)
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings (2)
   
Total
   
Non-controlling interests
   
Total
 
                                                   
(Unaudited)
 
Balance at December 31, 2012
    1,180,537       118,054       609,733       (317,425 )     (252,907 )     10,050,024       11,388,016       172,310       11,560,326  
Effect of adopting IAS 19R
    -       -       -       -       (59,985 )     -       (59,985 )     (749 )     (60,734 )
Balance at January 1, 2013
    1,180,537       118,054       609,733       (317,425 )     (312,892 )     10,050,024       11,328,031       171,561       11,499,592  
                                                                         
Income for the period
    -       -       -       -       -       424,777       424,777       (2,060 )     422,717  
Currency translation adjustment
    -       -       -       (22,629 )     -       -       (22,629 )     (192 )     (22,821 )
Hedge reserve, net of tax
    -       -       -       -       3,935       -       3,935       (10 )     3,925  
Share of other comprehensive income of associates
    -       -       -       4,537       1,728       -       6,265       -       6,265  
Other comprehensive (loss) income for the period
    -       -       -       (18,092 )     5,663       -       (12,429 )     (202 )     (12,631 )
Total comprehensive income for the period
    -       -       -       (18,092 )     5,663       424,777       412,348       (2,262 )     410,086  
Acquisition of non-controlling interests
    -       -       -       -       (4,558 )     -       (4,558 )     4,020       (538 )
Dividends paid in cash
    -       -       -       -       -       -       -       (16,671 )     (16,671 )
Balance at March 31, 2013
    1,180,537       118,054       609,733       (335,517 )     (311,787 )     10,474,801       11,735,821       156,648       11,892,469  

   
Attributable to owners of the parent
                   
   
Share Capital (1)
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings
   
Total
   
Non-controlling interests
   
Total
 
                                                   
(Unaudited)
 
Balance at December 31, 2011
    1,180,537       118,054       609,733       (211,366 )     9,688       8,799,581       10,506,227       666,716       11,172,943  
Effect of adopting IAS 19R
    -       -       -       -       (49,522 )     -       (49,522 )     (685 )     (50,207 )
Balance at January 1, 2012
    1,180,537       118,054       609,733       (211,366 )     (39,834 )     8,799,581       10,456,705       666,031       11,122,736  
                                                                         
Income for the period
    -       -       -       -       -       438,641       438,641       9,588       448,229  
Currency translation adjustment
    -       -       -       49,681       -       -       49,681       12,825       62,506  
Hedge reserve, net of tax
    -       -       -       -       67       -       67       665       732  
Share of other comprehensive income of associates
    -       -       -       (15,668 )     1,551       -       (14,117 )     233       (13,884 )
Other comprehensive income for the period
    -       -       -       34,013       1,618       -       35,631       13,723       49,354  
Total comprehensive income for the period
    -       -       -       34,013       1,618       438,641       474,272       23,311       497,583  
Acquisition of non-controlling interests
    -       -       -       -       -       -       -       (12 )     (12 )
Dividends paid in cash
    -       -       -       -       -       -       -       (905 )     (905 )
Balance at March 31, 2012
    1,180,537       118,054       609,733       (177,353 )     (38,216 )     9,238,222       10,930,977       688,425       11,619,402  
 
(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 March 31, 2013 and 2012 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, 2012 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, 2012
 
 
3

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2003

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS

(all amounts in thousands of U.S. dollars)
     
Three-month period ended March 31,
 
   
Notes
 
2013
   
2012
 
Cash flows from operating activities
     
(Unaudited)
 
Income for the period
        422,717       448,229  
Adjustments for:
                   
Depreciation and amortization
 
8 & 9
    145,370       138,159  
Income tax accruals less payments
        15,213       49,495  
Equity in earnings of associated companies
        (12,197 )     (13,963 )
Interest accruals less payments, net
        (30,725 )     (18,293 )
Changes in provisions
        3,134       (8,131 )
Changes in working capital
        16,321       (1,796 )
Other, including currency translation adjustment
        3,578       14,237  
Net cash provided by operating activities
        563,411       607,937  
                     
Cash flows from investing activities
                   
Capital expenditures
 
8 & 9
    (183,885 )     (196,395 )
Acquisition of associated company
  11     -       (504,597 )
Proceeds from disposal of property, plant and equipment and intangible assets
        4,386       1,532  
Dividends received from associated companies
        1,196       -  
Changes in investments in short terms securities
        (158,582 )     10,583  
Net cash used in investing activities
        (336,885 )     (688,877 )
                     
Cash flows from financing activities
                   
Dividends paid to non-controlling interest in subsidiaries
        (16,671 )     (905 )
Acquisitions of non-controlling interests
        (538 )     (12 )
Proceeds from borrowings
        625,732       545,779  
Repayments of borrowings
        (677,045 )     (237,103 )
Net cash used in financing activities
        (68,522 )     307,759  
                     
Increase in cash and cash equivalents
        158,004       226,819  
Movement in cash and cash equivalents
                   
At the beginning of the period
        772,656       815,032  
Effect of exchange rate changes
        (5,106 )     18,708  
Increase in cash and cash equivalents
        158,004       226,819  
At March 31,
        925,554       1,060,559  
                     
       
At March 31,
 
Cash and cash equivalents
        2013       2012  
Cash and bank deposits
        948,777       1,076,803  
Bank overdrafts
        (23,223 )     (16,244 )
          925,554       1,060,559  
 
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, 2012.

 
4

 

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
Acquisition of participation in Usiminas
12
Related party transactions
13
Nationalization of Venezuelan Subsidiaries

 
5

 
 
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 30 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2012.

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 issuance by the Company’s board of directors on May 1, 2013.

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, 2012, except for changes described below. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2012, 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’s 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.

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

Accounting pronouncements applicable as from January 1, 2013 and relevant for Tenaris

IAS 1, “Financial statement presentation”

In June 2011, the IASB issued IAS 1 (amended 2011), “Financial statement presentation”. The amendment requires entities to separate items presented in Other comprehensive income into two groups, based on whether or not they may be recycled to profit or loss in the future. See impact of the application in the Consolidated Condensed Interim Statement of Other Comprehensive Income.

IAS 19 (amended 2011), “Employee benefits”

In June 2011, the IASB issued IAS 19 (amended 2011), “Employee benefits”, which makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits. IAS 19 (amended 2011) was applied retrospectively, as indicated  in the transitional provisions of such IFRS. These changes are related to recognizing in other comprehensive income of the period in which they arise the actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions. Past-service costs are recognized immediately in income.

 
6

 
 
2
Accounting policies and basis of presentation (Cont.)

IAS 19 (amended 2011), “Employee benefits” (Cont.)

As from January 1, 2013, the Company adopted IAS 19 (amended 2011). The effect of these changes in the recognition and measurement of pension obligations and other post-employment obligations was $60.7 million ($77.0 million in other long term liabilities net of a deferred income tax of $22.3 million and $6.0 million related to the adoption of IAS 19 in associated companies) and $50.2 million ($63.6 million in other long term liabilities net of a deferred income tax of $18.6 million and $5.2 million related to the adoption of IAS 19 in associated companies) for 2012 and 2011, respectively.

IFRS 10, “Consolidated financial statements”, IFRS 11, “Joint arrangements” and IFRS 12, “Disclosure of interests in other entities”.

The application of these standards did not materially affect the Company’s financial condition or results of operations.

IFRS 13, “Fair value measurement”

In May 2011, the IASB issued IFRS 13, “Fair value measurement”. This standard explains how to measure fair value and aims to enhance fair value disclosures.

IFRS 13 requires for financial instruments that are measured at fair value, a disclosure of fair value measurements by level. See Section III.C. and D. to the Consolidated Financial Statements as of December 31, 2012 for definitions of levels of fair values and figures at that date.

The following table presents the assets and liabilities that are measured at fair value as of March 31, 2013:

March 31, 2013
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets
                       
Cash and cash equivalents
    948,777       -       -       948,777  
Other investments
    560,138       242,853       2,532       805,523  
Foreign exchange derivatives contracts
    -       19,729       -       19,729  
Available for sale assets (*)
    -       -       21,572       21,572  
Total
    1,508,915       262,582       24,104       1,795,601  
Liabilities
                               
Foreign exchange derivatives contracts
    -       10,714       -       10,714  
Total
    -       10,714       -       10,714  

(*) For further detail regarding Available for sale assets, see Note 13.

The following table presents the changes in Level 3 assets:
   
As of March 31, 2013
 
   
Assets
 
At the beginning of the period
    24,175  
Loss for the period
    (43 )
Currency translation adjustment
    (28 )
At the end of the period
    24,104  

Borrowings are classified under other financial liabilities and measured at their carrying amount. Tenaris estimates that the fair value of its main financial liabilities is approximately 101% of its carrying amount including interests accrued as of March 31, 2013. Tenaris estimates that a change of 100 basis points in the reference interest rates would have an estimated impact of approximately 0.2% in the fair value of borrowings as of March 31, 2013. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.

 
7

 
 
3          Segment Information

As explained in Section II.C. of the audited Consolidated Financial Statements for the year ended December 31, 2012, as from September 2012, following the acquisition of the non-controlling interests in Confab and its further delisting  and after including the operations of the formerly Projects segment into Tubes, the Company is organized in one major business segment, Tubes, which is also the reportable operating segment.

Reportable operating segment

(all amounts in thousands of U.S. dollars)
 
(Unaudited)
 
Three-month ended March 31, 2013
 
Tubes
   
Other
   
Total
 
                   
Management View - Net Sales
    2,488,047       171,287       2,659,334  
·   Sales of energy, surplus raw materials and others
    -       18,971       18,971  
IFRS - Net Sales
    2,488,047       190,258       2,678,305  
                         
                         
Management View - Operating income
    541,682       24,607       566,289  
·   Differences in cost of sales and others
    (16,096 )     3,109       (12,987 )
·   Depreciation and amortization
    475       (192 )     283  
IFRS - Operating income
    526,061       27,524       553,585  
Financial income (expense), net
                    (9,209 )
Income before equity in earnings of associated companies and income tax
                    544,376  
Equity in earnings of associated companies
                    12,197  
Income before income tax
                    556,573  
                         
Capital expenditures
    178,941       4,944       183,885  
Depreciation  and amortization
    140,372       4,998       145,370  


(all amounts in thousands of U.S. dollars)
 
(Unaudited)
 
Three-month ended March 31, 2012
 
Tubes
   
Other
   
Total
 
                   
Management View - Net Sales
    2,399,559       197,453       2,597,012  
·   Sales of energy, surplus raw materials and others
    444       19,893       20,337  
IFRS - Net Sales
    2,400,003       217,346       2,617,349  
                         
                         
Management View - Operating income
    478,821       35,538       514,359  
·   Differences in cost of sales and others
    (11,667 )     2,741       (8,926 )
·   Depreciation and amortization
    62,073       (1,305 )     60,768  
IFRS - Operating income
    529,227       36,974       566,201  
Financial income (expense), net
                    12,739  
Income before equity in earnings of associated companies and income tax
                    578,940  
Equity in earnings of associated companies
                    13,963  
Income before income tax
                    592,903  
                         
Capital expenditures
    188,987       7,408       196,395  
Depreciation  and amortization
    133,325       4,834       138,159  

Net income under Management view amounted to $431.4 million, while under IFRS amounted to $422.7 million. In addition to the above, the main differences arise from the impact of functional currencies on financial result, income taxes as well as the result of investment in associated companies.

 
8

 
 
3          Segment Information (Cont.)

Geographical information
        (Unaudited)
(all amounts in thousands of U.S. dollars)
 
North America
   
South America
   
Europe
   
Middle East & Africa
   
Far East & Oceania
   
Total
 
Three-month ended March 31, 2013
                                   
Net sales
    1,216,264       688,024       284,349       405,544       84,124       2,678,305  
Capital expenditures
    57,514       99,085       22,074       1,326       3,886       183,885  
                                                 
Depreciation and amortization
    79,756       25,530       31,985       2,706       5,393       145,370  
                                                 
Three-month ended March 31, 2012
                                               
Net sales
    1,350,913       578,413       274,789       284,767       128,467       2,617,349  
Capital expenditures
    91,247       45,938       54,646       1,239       3,325       196,395  
                                                 
Depreciation and amortization
    76,295       27,023       27,998       1,394       5,449       138,159  

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 Germany, Italy, Norway, Romania and United Kingdom; “Middle East and Africa” comprises principally Angola, Iraq, Nigeria, Saudi Arabia and United Arab Emirates; “Far East and Oceania” comprises principally China, Indonesia and Japan.

4           Cost of sales

   
Three-month period ended March 31,
 
(all amounts in thousands of U.S. dollars)
 
2013
   
2012
 
   
(Unaudited)
 
Inventories at the beginning of the period
    2,985,805       2,806,409  
                 
Plus: Charges of the period
               
Raw materials, energy, consumables and other
    978,111       1,058,997  
                 
Services and fees
    95,980       108,613  
Labor cost
    294,612       308,730  
Depreciation of property, plant and equipment
    85,995       79,634  
Amortization of intangible assets
    1,608       2,318  
Maintenance expenses
    51,193       57,408  
Allowance for obsolescence
    11,904       17,968  
Taxes
    1,301       1,588  
Other
    33,379       33,747  
      1,554,083       1,669,003  
                 
Less: Inventories at the end of the period
    (2,894,456 )     (2,864,315 )
      1,645,432       1,611,097  

 
9

 
 
5    Selling, general and administrative expenses

   
Three-month period ended March 31,
 
(all amounts in thousands of U.S. dollars)
 
2013
   
2012
 
   
(Unaudited)
 
Services and fees
    41,852       53,068  
Labor cost
    151,538       139,051  
Depreciation of property, plant and equipment
    4,340       3,980  
Amortization of intangible assets
    53,427       52,227  
Commissions, freight and other selling expenses
    144,599       134,191  
Provisions for contingencies
    7,249       (2,793 )
Allowances for doubtful accounts
    9,876       (3,291 )
Taxes
    37,591       33,505  
Other
    25,093       34,205  
      475,565       444,143  

6    Financial results

(all amounts in thousands of U.S. dollars)
 
Three-month period ended March 31,
 
   
2013
   
2012
 
   
(Unaudited)
 
Interest income
    6,081       9,583  
Interest expense
    (13,909 )     (9,925 )
Interest net
    (7,828 )     (342 )
                 
Net foreign exchange transaction results
    19,100       15,962  
Foreign exchange derivatives contracts results
    (18,329 )     (5,479 )
Other
    (2,152 )     2,598  
Other financial results
    (1,381 )     13,081  
Net financial results
    (9,209 )     12,739  

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.

7    Earnings and dividends per share

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

   
Three-month period ended March 31,
 
   
2013
   
2012
 
   
(Unaudited)
 
Net income attributable to the owners of the parent
    424,777       443,840  
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)
    0.36       0.38  
Basic and diluted earnings per ADS ( U.S. dollars per ADS) (*)
    0.72       0.75  

(*) Each ADS equals two shares

On February 21, 2013 the Company’s board of directors proposed, for the approval of the Annual General Shareholders' meeting to be held on May 2, 2013, the payment of an annual dividend of $0.43 per share ($0.86 per ADS), or approximately $507.6 million, which includes the interim dividend of $0.13 per share ($0.26 per ADS) or approximately $153.5 million, paid on November 22, 2012. If the annual dividend is approved by the shareholders, a dividend of $0.30 per share ($0.60 per ADS), or approximately $354.2 million will be paid on May 23, 2013, with an ex-dividend date of May 20, 2013. These Consolidated Condensed Interim Financial Statements do not reflect this dividend payable.

 
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7    Earnings and dividends per share (Cont.)
 
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)
 
2013
   
2012
 
   
(Unaudited)
 
Three-month period ended March 31,
           
Opening net book amount
    4,434,970       4,053,653  
Currency translation adjustment
    (18,876 )     31,167  
Additions
    167,290       187,686  
Disposals
    (4,134 )     (4,772 )
Increase due to consolidation of joint operations
    1,554       -  
Transfers
    (164 )     22  
Depreciation charge
    (90,335 )     (83,614 )
At March 31,
    4,490,305       4,184,142  

9    Intangible assets, net

(all amounts in thousands of U.S. dollars)
 
2013
   
2012
 
   
(Unaudited)
 
Three-month period ended March 31,
           
Opening net book amount
    3,199,916       3,375,930  
Currency translation adjustment
    (377 )     706  
Additions
    16,595       8,709  
Transfers
    164       (22 )
Amortization charge
    (55,035 )     (54,545 )
Disposals
    (252 )     -  
At March 31,
    3,161,011       3,330,778  

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, 2012.

  
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 Argentinean pesos (“ARS”) 119 million (approximately $23 million) at March 31, 2013, 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.

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

Commitments

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 $76.5 million.

Restrictions to the distribution of profits and payment of dividends

As of December 31, 2012, 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, 2012
    22,411,870  
Total equity in accordance with Luxembourg law
    24,320,194  

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, 2012, this reserve was 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.

At December 31, 2012, distributable amount under Luxembourg law totals $23.0 billion, as detailed below:
 
(all amounts in thousands of U.S. dollars)
     
Retained earnings at December 31, 2011 under Luxembourg law
    23,024,194  
Other income and expenses for the year ended December 31, 2012
    (163,720 )
Dividends paid
    (448,604 )
Retained earnings at December 31, 2012 under Luxembourg law
    22,411,870  
Share premium
    609,733  
Distributable amount at December 31, 2012 under Luxembourg law
    23,021,603  

11    Acquisition of participation in Usiminas

On January 16, 2012, Tenaris’s Brazilian subsidiary, 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 (“BRL”) 36, 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’s 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.

 
12

 
 
11           Acquisition of participation in Usiminas (Cont.)

On April 25,  2013,  Usiminas published its interim accounts as of and for the three months period ended March 31, 2013, which indicate that revenues, post-tax losses from continuing operations and net assets amounted to $1.599 million, $77 million and $8.217 million, respectively. As of March 31, 2013, the Company’s investment in Usiminas, amounted to $349.6 million.

Tenaris Brazilian subsidiary, Confab, was notified of a lawsuit filed in Brazil by Companhia Siderúrgica Nacional (CSN) and various entities affiliated with CSN against this subsidiary and various subsidiaries of Ternium. The entities named in the CSN lawsuit had acquired a participation in Usiminas in January 2012.

The CSN lawsuit alleges that, under applicable Brazilian laws and rules, the acquirers were required to launch a tag-along tender offer to all minority holders of Usiminas ordinary shares for a price per share equal to 80% of the price per share paid in such acquisition, or BRL28.8, and seeks an order to compel the acquirers to launch an offer at that price plus interest. If so ordered, the offer would need to be made to 182,609,851 ordinary shares of Usiminas not belonging to Usiminas' control group, and Confab would have a 17.9% share in the offer. On March 20, 2013, Confab and other defendants filed their response to the CSN lawsuit. Tenaris believes that CSN's allegations are groundless and without merit, as confirmed by several opinions of Brazilian counsel and previous decisions by Brazil's securities regulator Comissão de Valores Mobiliários, including a February 2012 decision determining that the above mentioned acquisition did not trigger any tender offer requirement. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements.

12           Related party transactions

As of March 31, 2013:  
 
§  
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 March 31, 2013, the closing price of the Ternium’s ADSs as quoted on the New York Stock Exchange was $20.35 per ADS, giving Tenaris’s ownership stake a market value of approximately $467.5 million. At March 31, 2013, the carrying value of Tenaris’s ownership stake in Ternium, based on Ternium’s IFRS financial statements was approximately $620.8 million.

Transactions and balances disclosed as with “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 and balances with related parties which are not Associated and which are not consolidated are disclosed as “Other”.

 
13

 
 
12           Related party transactions (Cont.)

The following transactions were carried out with related parties.

 
 (all amounts in thousands of U.S. dollars)
 
Three-month period ended March 31,
 
     
2013
   
2012
 
(i)
Transactions
 
(Unaudited)
 
 
(a) Sales of goods and services
           
 
Sales of goods to associated parties
    8,249       8,281  
 
Sales of goods to other related parties
    27,160       9,643  
 
Sales of services to associated parties
    3,402       3,528  
 
Sales of services to other related parties
    945       1,327  
        39,756       22,779  
                   
 
(b) Purchases of goods and services
               
 
Purchases of goods to associated parties
    67,607       86,536  
 
Purchases of goods to other related parties
    3,443       4,043  
 
Purchases of services to associated parties
    18,923       17,910  
 
Purchases of services to other related parties
    35,828       18,246  
        125,801       126,735  

 
 (all amounts in thousands of U.S. dollars)
 
At March 31,
   
At December 31,
 
     
2013
   
2012
 
(ii)
Period-end balances
 
(Unaudited)
       
 
(a) Arising from sales / purchases of goods / services
           
 
Receivables from associated parties
    36,941       64,125  
 
Receivables from other related parties
    20,756       20,389  
 
Payables to associated parties
    (55,980 )     (86,379 )
 
Payables to other related parties
    (11,696 )     (14,123 )
        (9,979 )     (15,988 )
                   
 
(b) Financial debt
               
 
Borrowings from associated parties
    -       (3,909 )
 
Borrowings from other related parties
    (1,544 )     (2,212 )
        (1,544 )     (6,121 )

13    Nationalization of Venezuelan Subsidiaries
 
In May 2009, within the framework of Decree Law 6058, Venezuela’s President 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, Decree 6796 was issued, 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.

 
14

 

13    Nationalization of Venezuelan Subsidiaries (Cont.)

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, Decree 8280 was issued, 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 International Centre for Settlement of Investment Disputes (“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 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, Tenaris and Talta initiated separate arbitration proceedings against Venezuela before the ICSID, seeking adequate and effective compensation for the expropriation of their respective investments in Tavsa and Comsigua. This case was registered by the ICSID on August 27, 2012.

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.

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 March 31, 2013 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
 
 
15