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 February 26, 2014

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' Consolidated Financial Statements for the years ended December 31, 2013, 2012 and 2011.

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: February 26, 2014

Tenaris, S.A.

By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary
 
 
 
 

 
 
 


 

TENARIS S.A.


 



CONSOLIDATED
FINANCIAL STATEMENTS




For the years ended December 31, 2013, 2012 and 2011


 




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

 
 
Tenaris S.A.   Consolidated Financial Statements for the years ended December 31, 2013, 2012 and 2011

 
CONSOLIDATED INCOME STATEMENT
 (all amounts in thousands of U.S. dollars, unless otherwise stated)         Year ended December 31  
   
Notes
    2013    
2012
   
2011
 
               
Revised
 
Net sales
    1       10,596,781       10,834,030       9,972,478  
Cost of sales
    2       (6,456,786 )     (6,637,293 )     (6,273,407 )
Gross profit
            4,139,995       4,196,737       3,699,071  
Selling, general and administrative expenses
    3       (1,941,213 )     (1,883,789 )     (1,859,240 )
Other operating income
    5       14,305       71,380       11,541  
Other operating expenses
    5       (28,257 )     (27,721 )     (6,491 )
Operating income
            2,184,830       2,356,607       1,844,881  
Interest income
    6       33,094       33,459       30,840  
Interest expense
    6       (70,450 )     (55,507 )     (52,407 )
Other financial results
    6       8,677       (28,056 )     11,268  
Income before equity in earnings of associated companies and income tax
            2,156,151       2,306,503       1,834,582  
Equity in earnings (losses) of associated companies
    7       46,098       (63,206 )     61,992  
Income before income tax
            2,202,249       2,243,297       1,896,574  
Income tax
    8       (627,877 )     (541,558 )     (475,370 )
Income for the year
            1,574,372       1,701,739       1,421,204  
Attributable to:
                               
Owners of the parent
            1,551,394       1,699,375       1,331,640  
Non-controlling interests
            22,978       2,364       89,564  
              1,574,372       1,701,739       1,421,204  
Earnings per share attributable to the owners of the parent during the period:
                               
Weighted average number of ordinary shares (thousands)
            1,180,537       1,180,537       1,180,537  
Continuing operations
                               
Basic and diluted earnings per share (U.S. dollars per share)
            1.31       1.44       1.13  
Basic and diluted earnings per ADS (U.S. dollars per ADS) (*)
            2.63       2.88       2.26  
(*) Each ADS equals two shares.
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(all amounts in thousands of U.S. dollars)     Year ended December 31  
   
2013
   
2012
   
2011
 
         
Revised
 
Income for the year
    1,574,372       1,701,739       1,421,204  
                         
Items that will not be reclassified to profit or loss:
                       
Remeasurements of post employment benefit obligations, net of taxes
    13,449       (9,728 )     (19,781 )
      13,449       (9,728 )     (19,781 )
Items that may be subsequently reclassified to profit or loss:
                       
Currency translation adjustment
    (1,941 )     (4,547 )     (325,792 )
Changes in the fair value of derivatives held as cash flow hedges and others
    2,941       5,631       983  
Share of other comprehensive income of associates:
                       
 - Currency translation adjustment
    (87,666 )     (108,480 )     (42,684 )
 - Changes in the fair value of derivatives held as cash flow hedges and others
    2,682       951       (155 )
Income tax relating to components of other comprehensive income (*)
    478       (618 )     (2,231 )
      (83,506 )     (107,063 )     (369,879 )
Other comprehensive loss for the year, net of tax
    (70,057 )     (116,791 )     (389,660 )
Total comprehensive income for the year
    1,504,315       1,584,948       1,031,544  
Attributable to:
                       
Owners of the parent
    1,480,572       1,588,447       991,616  
Non-controlling interests
    23,743       (3,499 )     39,928  
      1,504,315       1,584,948       1,031,544  
 
(*) Relates to cash flow hedges.

The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
 
- 1 -

 

 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
(all amounts in thousands of U.S. dollars)
       
At December 31, 2013
   
At December 31, 2012
 
   
Notes
         
Revised
 
ASSETS
                             
Non-current assets
                             
  Property, plant and equipment, net
    10       4,673,767             4,434,970        
  Intangible assets, net
    11       3,067,236             3,199,916        
  Investments in associated companies
    12       912,758             977,011        
  Other investments
    13       2,498             2,603        
  Deferred tax assets
    21       197,159             215,867        
  Receivables
    14       152,080       9,005,498       142,060       8,972,427  
Current assets
                                       
  Inventories
    15       2,702,647               2,985,805          
  Receivables and prepayments
    16       220,224               260,532          
  Current tax assets
    17       156,191               175,562          
  Trade receivables
    18       1,982,979               2,070,778          
  Available for sale assets
    31       21,572               21,572          
  Other investments
    19       1,227,330               644,409          
  Cash and cash equivalents
    19       614,529       6,925,472       828,458       6,987,116  
Total assets
                    15,930,970               15,959,543  
EQUITY
                                       
Capital and reserves attributable to owners of the parent
                    12,290,420               11,328,031  
Non-controlling interests
                    179,446               171,561  
Total equity
                    12,469,866               11,499,592  
LIABILITIES
                                       
Non-current liabilities
                                       
  Borrowings
    20       246,218               532,407          
  Deferred tax liabilities
    21       751,105               728,541          
  Other liabilities
    22 (i)       277,257               302,444          
  Provisions
 
23 (ii)
      66,795       1,341,375       67,185       1,630,577  
Current liabilities
                                       
  Borrowings
    20       684,717               1,211,785          
  Current tax liabilities
    17       266,760               254,603          
  Other liabilities
 
22 (ii)
      250,997               318,828          
  Provisions
 
24 (ii)
      25,715               26,958          
  Customer advances
            56,911               134,010          
  Trade payables
            834,629       2,119,729       883,190       2,829,374  
Total liabilities
                    3,461,104               4,459,951  
Total equity and liabilities
                    15,930,970               15,959,543  

Contingencies, commitments and restrictions to the distribution of profits are disclosed in Note 26.

The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
 
- 2 -

 
 
Tenaris S.A.   Consolidated Financial Statements for the years ended December 31, 2013, 2012 and 2011

 
CONSOLIDATED 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
 
                                                       
Balance at December 31, 2012, revised (*)
    1,180,537       118,054       609,733       (316,831 )     (314,297 )     10,050,835       11,328,031       171,561       11,499,592  
                                                                         
Income for the year
    -       -       -       -       -       1,551,394       1,551,394       22,978       1,574,372  
Currency translation adjustment
    -       -       -       (2,247 )     -       -       (2,247 )     306       (1,941 )
Remeasurements of post employment benefit obligations, net of taxes
    -       -       -       -       13,449       -       13,449       -       13,449  
Hedge reserve, net of tax
    -       -       -       -       2,960       -       2,960       459       3,419  
Share of other comprehensive income of associates
    -       -       -       (87,666 )     2,682       -       (84,984 )     -       (84,984 )
Other comprehensive (loss) income for the year
    -       -       -       (89,913 )     19,091       -       (70,822 )     765       (70,057 )
Total comprehensive income for the year
    -       -       -       (89,913 )     19,091       1,551,394       1,480,572       23,743       1,504,315  
Acquisition of non-controlling interests
    -       -       -       -       (10,552 )     -       (10,552 )     2,784       (7,768 )
Dividends paid in cash
    -       -       -       -       -       (507,631 )     (507,631 )     (18,642 )     (526,273 )
Balance at December 31, 2013
    1,180,537       118,054       609,733       (406,744 )     (305,758 )     11,094,598       12,290,420       179,446       12,469,866  

(*) See section II.A. for changes in presentation due to the application of IAS19R.
(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of $1.00 per share. As of December 31, 2013 there were 1,180,536,830 shares issued. All issued shares are fully paid.
(2) The Distributable Reserve and Retained Earnings calculated according to Luxembourg Law are disclosed in Note 26.

The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
 
- 3 -

 
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Cont.)
(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
   
Total
   
Non-controlling interests
   
Total
 
                                                       
Balance at December 31, 2011, revised (*)
    1,180,537       118,054       609,733       (210,772 )     (40,911 )     8,800,064       10,456,705       666,031       11,122,736  
                                                                         
Income for the year
    -       -       -       -       -       1,699,375       1,699,375       2,364       1,701,739  
Currency translation adjustment
    -       -       -       2,421       -       -       2,421       (6,968 )     (4,547 )
Effect of adopting IAS 19R
                                    (9,664 )             (9,664 )     (64 )     (9,728 )
Hedge reserve, net of tax
    -       -       -       -       3,925       -       3,925       1,088       5,013  
Share of other comprehensive income of associates
    -       -       -       (108,480 )     870       -       (107,610 )     81       (107,529 )
Other comprehensive loss for the year
    -       -       -       (106,059 )     (4,869 )     -       (110,928 )     (5,863 )     (116,791 )
Total comprehensive income for the year
    -       -       -       (106,059 )     (4,869 )     1,699,375       1,588,447       (3,499 )     1,584,948  
Acquisition and increase of non-controlling interests (**)
    -       -       -       -       (268,517 )     -       (268,517 )     (490,066 )     (758,583 )
Dividends paid in cash
    -       -       -       -       -       (448,604 )     (448,604 )     (905 )     (449,509 )
Balance at December 31, 2012
    1,180,537       118,054       609,733       (316,831 )     (314,297 )     10,050,835       11,328,031       171,561       11,499,592  
 
                   
   
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
 
                                                       
Balance at December 31, 2010
    1,180,537       118,054       609,733       108,419       15,809       7,869,807       9,902,359       648,221       10,550,580  
Effect of adopting IAS 19R
    -       -       -       -       (30,618 )     -       (30,618 )     -       (30,618 )
Balance at December 31, 2010, revised
    1,180,537       118,054       609,733       108,419       (14,809 )     7,869,807       9,871,741       648,221       10,519,962  
                                                                         
Income for the year
    -       -       -       -       -       1,331,640       1,331,640       89,564       1,421,204  
Currency translation adjustment
    -       -       -       (276,507 )     -       -       (276,507 )     (49,285 )     (325,792 )
Effect of adopting IAS 19R
                                    (19,096 )             (19,096 )     (685 )     (19,781 )
Hedge reserve, net of tax
    -       -       -       -       (1,582 )     -       (1,582 )     334       (1,248 )
Share of other comprehensive income of associates
    -       -       -       (42,684 )     (155 )     -       (42,839 )     -       (42,839 )
Other comprehensive loss for the year
    -       -       -       (319,191 )     (20,833 )     -       (340,024 )     (49,636 )     (389,660 )
Total comprehensive income for the year
    -       -       -       (319,191 )     (20,833 )     1,331,640       991,616       39,928       1,031,544  
Acquisition and increase of non-controlling interests
    -       -       -       -       (1,930 )     -       (1,930 )     577       (1,353 )
Treasury shares held by associated companies
    -       -       -       -       (3,339 )     -       (3,339 )     -       (3,339 )
Dividends paid in cash
    -       -       -       -       -       (401,383 )     (401,383 )     (22,695 )     (424,078 )
Balance at December 31, 2011
    1,180,537       118,054       609,733       (210,772 )     (40,911 )     8,800,064       10,456,705       666,031       11,122,736  
 
(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of $1.00 per share. As of December 31, 2012 and 2011 there were 1,180,536,830 shares issued. All issued shares are fully paid.
(*) See section II.A. for changes in presentation due to the application of IAS19R.
(**) See Note 27.
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
 
- 4 -

 
 
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2013, 2012 and 2011

 
CONSOLIDATED STATEMENT OF CASH FLOWS
(all amounts in thousands of U.S. dollars)
       
Year ended December 31
 
   
Notes
   
2013
   
2012
   
2011
 
Cash flows from operating activities
             
Revised
 
Income for the year
          1,574,372       1,701,739       1,421,204  
Adjustments for:
                             
Depreciation and amortization
 
10 & 11
      610,054       567,654       554,345  
Income tax accruals less payments
 
28(ii)
      125,416       (160,951 )     120,904  
Equity in (earnings) losses of associated companies
    7       (46,098 )     63,206       (61,992 )
Interest accruals less payments, net
 
28(iii)
      (29,723 )     (25,305 )     (24,880 )
Changes in provisions
            (1,800 )     (12,437 )     (2,443 )
Changes in working capital
    28(i)       188,780       (303,012 )     (649,640 )
Other, including currency translation adjustment
            (65,883 )     29,519       (74,194 )
Net cash provided by operating activities
            2,355,118       1,860,413       1,283,304  
                                 
Cash flows from investing activities
                               
Capital expenditures
 
10 & 11
      (753,498 )     (789,731 )     (862,658 )
Acquisition of subsidiaries and associated companies
    27       -       (510,825 )     (9,418 )
Proceeds from disposal of property, plant and equipment and intangible assets
            33,186       8,012       6,431  
Increase due to sale of associated company
    12       -       3,140       -  
Dividends received from associated companies
    12       16,334       18,708       17,229  
Changes in investments in short terms securities
            (582,921 )     (213,633 )     245,448  
Net cash used in investing activities
            (1,286,899 )     (1,484,329 )     (602,968 )
                                 
Cash flows from financing activities
                               
Dividends paid
    9       (507,631 )     (448,604 )     (401,383 )
Dividends paid to non-controlling interest in subsidiaries
            (18,642 )     (905 )     (22,695 )
Acquisitions of non-controlling interests
    27       (7,768 )     (758,583 )     (16,606 )
Proceeds from borrowings (*)
            2,460,409       2,054,090       726,189  
Repayments of borrowings (*)
            (3,143,241 )     (1,271,537 )     (953,413 )
Net cash used in financing activities
            (1,216,873 )     (425,539 )     (667,908 )
                                 
(Decrease) / Increase in cash and cash equivalents
            (148,654 )     (49,455 )     12,428  
Movement in cash and cash equivalents
                               
At the beginning of the year
            772,656       815,032       820,165  
Effect of exchange rate changes
            (25,857 )     7,079       (17,561 )
(Decrease) / Increase in cash and cash equivalents
            (148,654 )     (49,455 )     12,428  
At December 31,
 
28(iv)
      598,145       772,656       815,032  
                                 
           
At December 31,
 
Cash and cash equivalents
            2013       2012       2011  
Cash and bank deposits
    19       614,529       828,458       823,743  
Bank overdrafts
    20       (16,384 )     (55,802 )     (8,711 )
              598,145       772,656       815,032  

(*) For 2013, these figures include approximately $2,160 million related to the renewal of short-term local facilities carried out during the year.

The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
 
- 5 -

 
 
 
INDEX TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
I.
GENERAL INFORMATION
IV.
OTHER NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
   
1
Segment information
II.
ACCOUNTING POLICIES (“AP”)
2
Cost of sales
A
Basis of presentation
3
Selling, general and administrative expenses
B
Group accounting
4
Labor costs (included in Cost of sales and in Selling, general and administrative expenses)
C
Segment information
5
Other operating items
D
Foreign currency translation
6
Financial results
E
Property, plant and equipment
7
Equity in earnings (losses) of associated companies
F
Intangible assets
8
Income tax
G
Impairment of non financial assets
9
Dividends distribution
H
Other investments
10
Property, plant and equipment, net
I
Inventories
11
Intangible assets, net
J
Trade and other receivables
12
Investments in associated companies
K
Cash and cash equivalents
13
Other investments - non current
L
Equity
14
Receivables - non current
M
Borrowings
15
Inventories
N
Current and Deferred income tax
16
Receivables and prepayments
O
Employee benefits
17
Current tax assets and liabilities
P
Provisions
18
Trade receivables
Q
Trade payables
19
Other investments and Cash and cash equivalents
R
Revenue recognition
20
Borrowings
S
Cost of sales and sales expenses
21
Deferred income tax
T
Earnings per share
22
Other liabilities
U
Financial instruments
23
Non-current allowances and provisions
   
24
Current allowances and provisions
   
25
Derivative financial instruments
   
26
Contingencies, commitments and restrictions on the distribution of profits
   
27
Business combinations, other acquisitions and investments
III.
FINANCIAL RISK MANAGEMENT
28
Cash flow disclosures
   
29
Related party transactions
A
Financial Risk Factors
30
Principal subsidiaries
B
Financial instruments by category
31
Nationalization of Venezuelan Subsidiaries
C
Fair value hierarchy
32
Fees paid to the Company's principal accountant
D
Fair value estimation
33
Subsequent event
E
Accounting for derivative financial instruments and hedging activities
   
       
 
 
 
- 6 -

 
 
 
I. GENERAL INFORMATION
 
Tenaris S.A. (the "Company") was established as a public limited liability company (Societé 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 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 these Consolidated Financial Statements.

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 Financial Statements were approved for issuance by the Company’s board of directors on February 20, 2014.

II. ACCOUNTING POLICIES
 
The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
 
A           Basis of presentation
 
The Consolidated Financial Statements of Tenaris have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and adopted by the European Union, under the historical cost convention, as modified by the revaluation of available for sale financial assets and financial assets and liabilities (including derivative instruments) at  fair value through profit or loss. The Consolidated Financial Statements are, unless otherwise noted, presented in thousands of U.S. dollars (“$”).

Whenever necessary, certain comparative amounts have been reclassified to conform to changes in presentation in the current year.

As further described below, 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. As of December 31, 2010, the effect of these changes was a decrease of total equity of $30.6 million ($36.1 million in other long term liabilities net of a deferred income tax of $10.9 million and $5.4 million related to the adoption of IAS 19 in associated companies).

The preparation of Consolidated 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 at the reporting dates, and the reported amounts of revenues and expenses during the reporting years. Actual results may differ from these estimates.
 
(1)   New and amended standards effective in 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 Statement of Other Comprehensive Income.
 
 
 
- 7 -

 
 
 
A           Basis of presentation (Cont.)
 
(1)    New and amended standards effective in 2013 and relevant for Tenaris(Cont.)

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 past experience adjustments and changes in actuarial assumptions. Past-service costs are recognized immediately in the income statement.

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. Until December 31, 2012, Tenaris’ investment in Exiros B.V.(“Exiros”) was presented as an investment in associated companies. Starting on January 1, 2013, and in connection with an amendment in the shareholders’ agreement, the Company applied the provisions of IFRS 11 and began to recognize Exiros’s assets, liabilities, revenue and expenses in relation to its interest in the joint operation.

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. See section IIIC and D.

B           Group accounting
 
(1)           Subsidiaries and transactions with non-controlling interests

Subsidiaries are all entities over which Tenaris has control. Tenaris controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is exercised by the Company and are no longer consolidated from the date control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by Tenaris. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any non-controlling interest in the acquiree is measured either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Consolidated Income Statement.
 
Transactions with non-controlling interests that do not result in a loss of control are accounted as transactions with equity owners of the Company. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
 
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 Income Statement under Other financial results.

 
 
- 8 -

 

 
B           Group accounting (Cont.)
 
(2)           Associates
 
Associates are all entities in which Tenaris has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method of accounting and are initially recognized at cost. The Company’s investment in associates includes goodwill identified in acquisition, net of any accumulated impairment loss.

Unrealized results on transactions between Tenaris and its associated companies are eliminated to the extent of Tenaris’s interest in the associated companies. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the asset transferred. Financial statements of associated companies have been adjusted where necessary to ensure consistency with IFRS.

The Company’s pro-rata share of earnings in associates is recorded in the Consolidated Income Statement under Equity in earnings of associated companies. The Company’s pro-rata share of changes in other reserves is recognized in the Consolidated Statement of Changes in Equity under Other Reserves.

At December 31, 2013, Tenaris holds 11.46% of Ternium’s common stock. The following factors and circumstances evidence that Tenaris has significant influence (as defined by IAS 28, “Investments in Associates”) over Ternium, and as a result the Company’s investment in Ternium has been accounted for under the equity method:
 
§
Both the Company and Ternium are under the indirect common control of San Faustin S.A.;
§
Four out of the nine members of Ternium’s board of directors (including Ternium’s chairman) are also members of the Company’s board of directors;
§
Under the shareholders agreement by and between the Company and Techint Holdings S.à r.l, a wholly owned subsidiary of San Faustin S.A. and Ternium’s main shareholder, dated January 9, 2006, Techint Holdings S.à r.l, is required to take actions within its power to cause (a) one of the members of Ternium’s board of directors to be nominated by the Company and (b) any director nominated by the Company to be only removed from Ternium’s board of directors pursuant to previous written instructions of the Company.
 
The Company’s investment in Ternium is carried at incorporation cost plus proportional ownership of Ternium’s earnings and other shareholders’ equity accounts. Because the exchange of its holdings in Amazonia and Ylopa for shares in Ternium was considered to be a transaction between companies under common control of San Faustin S.A. (formerly San Faustin N.V.), Tenaris recorded its initial ownership interest in Ternium at $229.7 million, the carrying value of the investments exchanged. This value was $22.6 million less than Tenaris’s proportional ownership of Ternium’s shareholders’ equity at the transaction date. As a result of this treatment, Tenaris’s investment in Ternium will not reflect its proportional ownership of Ternium’s net equity position. Ternium carried out an initial public offering (“IPO”) of its shares on February 1, 2006, listing its ADS on the New York Stock Exchange.

At December 31, 2013, Tenaris holds through its Brazilian subsidiary Confab Industrial S.A. (“Confab”), 5.0% of the shares with voting rights and 2.5% of Usiminas’s total share capital. For the factors and circumstances that evidence that Tenaris has significant influence over Usiminas to account it for under the equity method (as defined by IAS 28, “Investments in Associates”), see Note 27.
 
Tenaris reviews investments in associated companies for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable, such as a significant or prolonged decline in fair value below the carrying value.
 
Tenaris carries its investment in Ternium at its proportional equity value, with no additional goodwill or intangible assets recognized. At December 31, 2013, 2012 and 2011, no impairment provisions were recorded on Tenaris’ investment in Ternium.
 
Tenaris carries its investment in Usiminas at its proportional equity value, plus goodwill and intangible assets recognized. At December 31, 2013 no impairment provision was recorded. At December 31, 2012, an impairment charge was recorded on Tenaris’ investment in Usiminas. See Note 27.
 
 
 
- 9 -

 

 
C           Segment information
 
The Company is organized in one major business segment, Tubes, which is also the reportable operating segment.

The Tubes segment includes the production and sale of both seamless and welded steel tubular products and related services mainly for the oil and gas industry, particularly oil country tubular goods (OCTG) used in drilling operations, and for other industrial applications with production processes that consist in the transformation of steel into tubular products. Business activities included in this segment are mainly dependent on the oil and gas industry worldwide, as this industry is a major consumer of steel pipe products, particularly OCTG used in drilling activities. Demand for steel pipe products from the oil and gas industry has historically been volatile and depends primarily upon the number of oil and natural gas wells being drilled, completed and reworked, and the depth and drilling conditions of these wells. Sales are generally made to end users, with exports being done through a centrally managed global distribution network and domestic sales made through local subsidiaries. Corporate general and administrative expenses have been allocated to the Tubes segment.

Others include all other business activities and operating segments that are not required to be separately reported, including the production and selling of sucker rods, welded steel pipes for electric conduits, industrial equipment, coiled tubing, energy and raw materials that exceed internal requirements.

Tenaris’s Chief Operating Decision Maker (CEO) holds monthly meetings with senior management, in which operating and financial performance information is reviewed, including financial information that differs from IFRS principally as follows:
 
§
The use of direct cost methodology to calculate the inventories, while under IFRS it is at full cost, including absorption of production overheads and depreciations;

§
The use of costs based on previously internally defined cost estimates, while, under IFRS, costs are calculated at historical cost;

§
The sales of energy and surplus raw materials are considered as lower cost of goods sold, while under IFRS are considered as revenues.

§
Other timing and no significant differences.
 
Tenaris groups its geographical information in five areas: North America, South America, Europe, Middle East and Africa, and Far East and Oceania. For purposes of reporting geographical information, net sales are allocated to geographical areas based on the customer’s location; allocation of assets, capital expenditures and associated depreciations and amortizations are based on the geographic location of the assets.

D           Foreign currency translation
 
(1)           Functional and presentation currency
 
IAS 21 (revised) defines the functional currency as the currency of the primary economic environment in which an entity operates.

The functional and presentation currency of the Company is the U.S. dollar. The U.S. dollar is the currency that best reflects the economic substance of the underlying events and circumstances relevant to Tenaris global operations.

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.

Except from the Brazilian and Italian subsidiaries whose functional currencies are their local currencies,  Tenaris determined that the functional currency of its other subsidiaries is the U.S. dollar, based on the following principal considerations:
 
§
Sales are mainly negotiated, denominated and settled in U.S. dollars. If priced in a currency other than the U.S. dollar, the sales price considers exposure to fluctuation in the exchange rate versus the U.S. dollar;

§
Prices of their critical raw materials and inputs are priced and settled in U.S. dollars;

§
Transaction and operational environment and the cash flow of these operations have the U.S. dollars as reference currency.
 
 
 
- 10 -

 
 
§
Significant level of integration of the local operations within Tenaris’s international global distribution network.

§
Net financial assets and liabilities are mainly received and maintained in U.S. dollars;

§
The exchange rate of certain legal currencies has long-been affected by recurring and severe economic crises.
 
(2)           Transactions in currencies other than the functional currency
 
Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the date of the transactions or valuation where items are re-measured.
 
At the end of each reporting period: (i) monetary items denominated in currencies other than the functional currency are translated using the closing rates; (ii) non-monetary items that are measured in terms of historical cost in a currency other than the functional currency are translated using the exchange rates prevailing at the date of the transactions; and (iii) non-monetary items that are measured at fair value in a currency other than the functional currency are translated using the exchange rates prevailing at the date when the fair value was determined.
 
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than the functional currency are recorded as gains and losses from foreign exchange and included in “Other financial results” in the Consolidated Income Statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the “fair value gain or loss,” while translation differences on non-monetary financial assets such as equities classified as available for sale are included in the “available for sale reserve” in equity. Tenaris had no such assets or liabilities for any of the periods presented.
 
(3)           Translation of financial information in currencies other than the functional currency
 
Results of operations for subsidiaries whose functional currencies are not the U.S. dollar are translated into U.S. dollars at the average exchange rates for each quarter of the year. Financial Statement positions are translated at the end-of-year exchange rates. Translation differences are recognized in a separate component of equity as currency translation adjustments. In the case of a sale or other disposal of any of such subsidiaries, any accumulated translation difference would be recognized in income as a gain or loss from the sale.

E           Property, plant and equipment
 
Property, plant and equipment are recognized at historical acquisition or construction cost less accumulated depreciation and impairment losses; historical cost includes expenditure that is directly attributable to the acquisition of the items. Property, plant and equipment acquired through acquisitions accounted for as business combinations have been valued initially at the fair market value of the assets acquired.

Major overhaul and rebuilding expenditures are capitalized as property, plant and equipment only when it is probable that future economic benefits associated with the item will flow to the group and the investment enhances the condition of assets beyond its original condition. The carrying amount of the replaced part is derecognized. Ordinary maintenance expenses on manufacturing properties are recorded as cost of products sold in the year in which they are incurred.

Borrowing costs that are attributable to the acquisition or construction of certain capital assets are capitalized as part of the cost of the asset, in accordance with IAS 23(R) (“Borrowing Costs”). Assets for which borrowing costs are capitalized are those that require a substantial period of time to prepare for their intended use.

Depreciation method is reviewed at each year end. Depreciation is calculated using the straight-line method to depreciate the cost of each asset to its residual value over its estimated useful life, as follows:

 
Land
No Depreciation
 
Buildings and improvements
30-50 years
 
Plant and production equipment
10-40 years
 
Vehicles, furniture and fixtures, and other equipment
  4-10 years

The asset’s residual values and useful lives of significant plant and production equipment are reviewed and adjusted, if appropriate, at each year-end date.
 
 
 
- 11 -

 

 
Management’s re-estimation of assets useful lives, performed in accordance with IAS 16 (“Property plant and equipment”), did not materially affect depreciation expenses for 2013.

Tenaris depreciates each significant part of an item of property, plant and equipment for its different production facilities that (i) can be properly identified as an independent component with a cost that is significant in relation to the total cost of the item, and (ii) has a useful operating life that is different from another significant part of that same item of property, plant and equipment.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount of assets and are recognized under Other operating income or Other operating expenses in the Consolidated Income Statement.

F           Intangible assets
 
(1)           Goodwill
 
Goodwill represents the excess of the acquisition cost over the fair value of Tenaris’s share of net identifiable assets acquired as part of business combinations determined mainly by independent valuations. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Goodwill is included on the Consolidated Statement of Financial Position under Intangible assets, net.
 
For the purpose of impairment testing, goodwill is allocated to a subsidiary or group of subsidiaries that are expected to benefit from the business combination which generated the goodwill being tested.
 
(2)           Information systems projects
 
Costs associated with maintaining computer software programs are generally recognized as an expense as incurred. However, costs directly related to the development, acquisition and implementation of information systems are recognized as intangible assets if it is probable they have economic benefits exceeding one year.

Information systems projects recognized as assets are amortized using the straight-line method over their useful lives, not exceeding a period of 3 years. Amortization charges are mainly classified as Selling, general and administrative expenses in the Consolidated Income Statement.

(3)           Licenses, patents, trademarks and proprietary technology
 
Licenses, patents, trademarks, and proprietary technology acquired in a business combination are initially recognized at fair value at the acquisition date. Licenses, patents, proprietary technology and those trademarks that have a finite useful life are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost over their estimated useful lives, and does not exceed a period of 10 years.

The balance of acquired trademarks that have indefinite useful lives according to external appraisal amounts to $86.7 million at December 31, 2013 and 2012. Main factors considered in the determination of the indefinite useful lives, include the years that they have been in service and their recognition among customers in the industry.

(4)           Research and development

Research expenditures as well as development costs that do not fulfill the criteria for capitalization are recorded as Cost of sales in the Consolidated Income Statement as incurred. Research and development expenditures included in Cost of sales for the years 2013, 2012 and 2011 totaled $105.6 million, $83.0 million and $83.1 million, respectively.
 
(5)    Customer relationships
In accordance with IFRS 3 and IAS 38, Tenaris has recognized the value of customer relationships separately from goodwill attributable to the acquisition of Maverick and Hydril.

Customer relationships acquired in a business combination are recognized at fair value at the acquisition date, have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight line method over the expected life of approximately 14 years for Maverick and 10 years for Hydril.
 

 
 
- 12 -

 
 
 
G           Impairment of non financial assets
 
Long-lived assets including identifiable intangible assets are reviewed for impairment at the lowest level for which there are separately identifiable cash flows (cash generating units, or CGU). Most of the Company’s principal subsidiaries that constitute a CGU have a single main production facility and, accordingly, each of such subsidiary represents the lowest level of asset aggregation that generates largely independent cash inflows.

Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets with indefinite useful life, including goodwill, are subject to at least an annual impairment test.

In assessing whether there is any indication that a CGU may be impaired, external and internal sources of information are analyzed. Material facts and circumstances specifically considered in the analysis usually include the discount rate used in Tenaris’s cash flow projections and the business condition in terms of competitive and economic factors, such as the cost of raw materials, oil and gas prices, competitive environment, capital expenditure programs for Tenaris’s customers and the evolution of the rig count.

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s value in use and fair value less costs to sell. Any impairment loss is allocated to reduce the carrying amount of the assets of the CGU in the following order:
(a) first, to reduce the carrying amount of any goodwill allocated to the CGU; and
(b) then, to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units), considering not to reduce the carrying amount of the asset below the highest of its fair value less cost to sell, its value in use or zero.

The value in use of each CGU is determined on the basis of the present value of net future cash flows which would be generated by such CGU. Tenaris uses cash flow projections for a five year period with a terminal value calculated based on perpetuity and appropriate discount rates.

For purposes of calculating the fair value less costs to sell Tenaris uses the estimated value of future cash flows that a market participant could generate from the corresponding CGU. Tenaris uses cash flow projections for a five year period with a terminal value calculated based on perpetuity and appropriate discount rates.

Management judgment is required to estimate discounted future cash flows. Actual cash flows and values could vary significantly from the forecasted future cash flows and related values derived using discounting techniques.

Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal at each reporting date.

In 2013 and 2012, none of the Company’s CGUs including long-lived assets with finite useful lives, were tested for impairment as no impairment indicators were identified.

H           Other investments

Other investments consist primarily of investments in financial instruments and time deposits with a maturity of more than three months at the date of purchase.

Certain fixed income financial instruments purchased by the Company since October 1, 2013 have been categorized as available for sale if designated in this category or not classified in any of the other categories. The results of these financial investments are recognized in Financial Results in the Consolidated Income Statement using the effective interest method. Unrealized gains and losses other than impairment and foreign exchange results are recognized in Other comprehensive income. On maturity or disposal, net gain and losses previously deferred in Other comprehensive income are recognized in Financial Results in the Consolidated Income Statement.

All other investments in financial instruments and time deposits are categorized as financial assets “at fair value through profit or loss” and their results are recognized in Financial Results in the Consolidated Income Statement.

Purchases and sales of financial investments are recognized as of their settlement date.

The fair values of quoted investments are generally based on current bid prices. If the market for a financial investment is not active or the securities are not listed, Tenaris estimates the fair value by using standard valuation techniques (see Section III Financial Risk Management).
 
 
 
- 13 -

 

 
I           Inventories
 
Inventories are stated at the lower of cost and net realizable value. The cost of finished goods and goods in process is comprised of raw materials, direct labor and utilities (based on FIFO method) and other direct costs and related production overhead costs. It excludes borrowing costs. Tenaris estimates net realizable value of inventories by grouping, where applicable, similar or related items. Net realizable value is the estimated selling price in the ordinary course of business, less any estimated costs of completion and selling expenses. Goods in transit at year end are valued based on supplier’s invoice cost.

Tenaris establishes an allowance for obsolete or slow-moving inventory related to finished goods, supplies and spare parts. For slow moving or obsolete finished products, an allowance is established based on management’s analysis of product aging. An allowance for obsolete and slow-moving inventory of supplies and spare parts is established based on management's analysis of such items to be used as intended and the consideration of potential obsolescence due to technological changes.

J           Trade and other receivables

Trade and other receivables are recognized initially at fair value, generally the original invoice amount. Tenaris analyzes its trade receivables on a regular basis and, when aware of a specific counterparty’s difficulty or inability to meet its obligations, impairs any amounts due by means of a charge to an allowance for doubtful accounts. Additionally, this allowance is adjusted periodically based on the aging of receivables.

K           Cash and cash equivalents

Cash and cash equivalents are comprised of cash in banks, liquidity funds and short-term investments with a maturity of less than three months at the date of purchase which are readily convertible to known amounts of cash. Assets recorded in cash and cash equivalents are carried at fair market value or at historical cost which approximates fair market value.

In the Consolidated Statement of Financial Position, bank overdrafts are included in Borrowings in current liabilities.

For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents includes overdrafts.

L           Equity

(1)           Equity components
 
The Consolidated Statement of Changes in Equity includes:
 
§
The value of share capital, legal reserve, share premium and other distributable reserves calculated in accordance with Luxembourg Law;

§
The currency translation adjustment, other reserves, retained earnings and non-controlling interest calculated in accordance with IFRS.

(2)            Share capital
 
The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of $1.00 per share. Total ordinary shares issued and outstanding as of December 31, 2013, 2012 and 2011 are 1,180,536,830 with a par value of $1.00 per share with one vote each. All issued shares are fully paid.
 
(3)            Dividends distribution by the Company to shareholders
 
Dividends distributions are recorded in the Company’s financial statements when Company’s shareholders have the right to receive the payment, or when interim dividends are approved by the Board of Directors in accordance with the by-laws of the Company.

Dividends may be paid by the Company to the extent that it has distributable retained earnings, calculated in accordance with Luxembourg law (see Note 26).

M           Borrowings
 
Borrowings are recognized initially at fair value net of transaction costs incurred and subsequently measured at amortized cost.
 
 
 
- 14 -

 

 
N           Current and Deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognized in the Consolidated Income Statement, except for tax items recognized in the Consolidated Statement of Other Comprehensive Income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions when appropriate.

Deferred income tax is recognized applying the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. The principal temporary differences arise from fair value adjustments of assets acquired in business combinations, the effect of currency translation on fixed assets, depreciation on property, plant and equipment, valuation of inventories and provisions for pension plans. Deferred tax assets are also recognized for net operating loss carry-forwards. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the time period when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted at the reporting date.

Deferred tax assets are recognized to the extent it is probable that future taxable income will be available against which the temporary differences can be utilized. At the end of each reporting period, Tenaris reassesses unrecognized deferred tax assets. Tenaris recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.

In September 2013, Argentina enacted a law that amends its Income tax law. The law includes a new 10% withholding tax on dividend distributions made by Argentine companies to foreign beneficiaries. Accordingly, as of December 31, 2013, the Company recorded an income tax provision of $39.9 million, for the deferred tax liability on reserves for future dividends at Tenaris’s Argentine subsidiaries.

O           Employee benefits

(1)           Post employment benefits
 
The Company has defined benefit and defined contribution plans. A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The Company applied IAS 19 (amended 2011), “Employee benefits”, as from January 1, 2013. In accordance with the amended standard, post-employment benefits are accounted as follows:

The liability recognized in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets, if any. The defined benefit obligation is calculated annually (at year end) by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past-service costs are recognized immediately in income.

For defined benefit plans, net interest income/expense is calculated based on the surplus or deficit derived by the difference between the defined benefit obligations less plan assets. For defined contribution plans, the Company pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in the future payments is available. As required by IAS 19, comparative figures have been adjusted to reflect the retrospective application.

 
 
- 15 -

 

 
O           Employee benefits (Cont.)

(1)           Post employment benefits (Cont.)
 
Tenaris sponsors funded and unfunded defined benefit pension plans in certain subsidiaries. The most significant are:
 
§
Employees’ service rescission indemnity: the cost of this obligation is charged to the Consolidated Income Statement over the expected service lives of employees. This provision is primarily related to the liability accrued for employees at Tenaris’s Italian subsidiary.  As from January 1, 2007 as a consequence of a change in an Italian law, employees were entitled to make contributions to external funds, thus, Tenaris’s Italian subsidiary pays every year the required contribution to the funds with no further obligation. As a result, the plan changed from a defined benefit plan to a defined contribution plan effective from that date, but only limited to the contributions of 2007 onwards.

§
Defined benefit employees’ retirement plan for certain Tenaris’s officers designed to provide post-retirement and other benefits. This unfunded plan provides defined benefits based on years of service and final average salary.

§
Funded retirement benefit plan held in the US to employees hired prior a certain date that considers the final average pay for retirement benefit calculation. Plan assets consist primarily of investments in equities and money market funds. Additionally, an unfunded postretirement health and life plan that offers limited medical and life insurance benefits to the retirees, hired before a certain date.

§
Funded retirement benefit plans held in Canada for salary and hourly employees hired prior a certain date  based on years of service and, in the case of salaried employees, final average salary. Both plans were replaced for defined contribution plans.

(2)    Other long term benefits

During 2007, Tenaris launched an employee retention and long term incentive program (the “Program”) applicable to certain senior officers and employees of the Company, who will be granted a number of Units throughout the duration of the Program. The value of each of these Units is based on Tenaris’ shareholders’ equity (excluding non-controlling interest). Also, the beneficiaries of the Program are entitled to receive cash amounts based on (i) the amount of dividend payments made by Tenaris to its shareholders, and (ii) the number of Units held by each beneficiary to the Program. Units vest ratably over a period of four years and will be redeemed by the Company ten years after grant date, with the option of an early redemption at seven years after grant date. As the cash payment of the benefit is tied to the book value of the shares, and not to their market value, Tenaris valued this long-term incentive program as a long term benefit plan as classified in IAS 19.

As of December 31, 2013 and 2012, the outstanding liability corresponding to the Program amounts to $82.4 million and $68.8 million, respectively. The total value of the units granted to date under the program, considering the number of units and the book value per share as of December 31, 2013 and 2012, is $88.6 million and $71.9 million, respectively.

(3)    Other compensation obligations

Employee entitlements to annual leave and long-service leave are accrued as earned.

Compensation to employees in the event of dismissal is charged to income in the year in which it becomes payable.

P           Provisions

Tenaris is subject to various claims, lawsuits and other legal proceedings, including customer claims, in which a third party is seeking payment for alleged damages, reimbursement for losses or indemnity. Tenaris’ potential liability with respect to such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Management periodically reviews the status of each significant matter and assesses potential financial exposure. If, as a result of past events, a potential loss from a claim or proceeding is considered probable and the amount can be reasonably estimated, a provision is recorded. Accruals for loss contingencies reflect a reasonable estimate of the losses to be incurred based on information available to management as of the date of preparation of the financial statements, and take into consideration Tenaris’ litigation and settlement strategies. These estimates are primarily constructed with the assistance of legal counsel. As the scope of liabilities become better defined, there may be changes in the estimates of future costs which could have a material adverse effect on its results of operations, financial condition and cash flows.

If Tenaris expects to be reimbursed for an accrued expense, as would be the case for an expense or loss covered under an insurance contract, and reimbursement is considered virtually certain, the expected reimbursement is recognized as a receivable.

Q           Trade payables
 
Trade payables are recognized initially at fair value, generally the nominal invoice amount.

R           Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of Tenaris’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group.
 
Tenaris’ products and services are sold based upon purchase orders, contracts or upon other persuasive evidence of an arrangement with customers, including that the sales price is known or determinable. Sales are recognized as revenue upon delivery, when neither continuing managerial involvement nor effective control over the products is retained by Tenaris and when collection is reasonably assured. Delivery is defined by the transfer of risk and may include delivery to a storage facility located at one of the Company’s subsidiaries. For bill and hold transactions revenue is recognized only to the extent (a) it is highly probable delivery will be made; (b) the products have been specifically identified and are ready for delivery; (c) the sales contract specifically acknowledges the deferred delivery instructions; (d) the usual payment terms apply.
 
The percentage of total sales that were generated from bill and hold arrangements for products located in Tenaris’s storage facilities that have not been shipped to customers amounted to 1.3 %, 2.2% and 1.3% as of December 31, 2013, 2012 and 2011, respectively. The Company has not experienced any material claims requesting the cancellation of bill and hold transactions.
 
Other revenues earned by Tenaris are recognized on the following basis:
 
§
Construction contracts (mainly applicable to Tenaris Brazilian subsidiaries):  The revenue recognition of the contracts follows the IAS 11 guidance, that means ,when the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue is recognized over the period of the contract by reference to the stage of completion (measured by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated costs for each contract).
 
§
Interest income: on the effective yield basis.

§
Dividend income from investments in other companies: when Tenaris’ right to receive payment is established.
 
S           Cost of sales and sales expenses

Cost of sales and sales expenses are recognized in the Consolidated Income Statement on the accrual basis of accounting.

Commissions, freight and other selling expenses, including shipping and handling costs, are recorded in Selling, general and administrative expenses in the Consolidated Income Statement.
 
T    Earnings per share

Earnings per share are calculated by dividing the income attributable to owners of the parent by the daily weighted average number of common shares outstanding during the year.
 
U    Financial instruments

Non derivative financial instruments comprise investments in financial debt instruments and equity, time deposits, trade and other receivables, cash and cash equivalents, borrowings, and trade and other payables. Tenaris’s non derivative financial instruments are classified into the following categories:
 
§
Financial instruments at fair value through profit and loss: comprise mainly cash and cash equivalents and investments in certain financial debt instruments and time deposits held for trading.

§
Loans and receivables: comprise trade receivables and other receivables and are measured at amortized cost using the effective interest rate method less any impairment.
 
 
 
- 16 -

 

§
Available for sale assets: comprise certain fixed income financial instruments purchased by the Company since October 1, 2013 that have been categorized as available for sale if designated in this category or not classified in any of the other categories. It also includes the Company’s interest in the Venezuelan Companies (see Note 31).
 
§
Other financial liabilities: comprise borrowings, trade and other payables and are measured at amortized cost using the effective interest rate method.

The categorization depends on the nature and purpose of the financial instrument and is determined at the time of initial recognition.

Financial assets and liabilities are recognized and derecognized on their settlement date.

In accordance with IAS 39 (“Financial Instruments: Recognition and Measurement”) embedded derivatives are accounted separately from their host contracts. The result has been recognized under “Foreign exchange derivatives contracts results”.

Accounting for derivative financial instruments and hedging activities is included within the Section III, Financial Risk Management.

III. FINANCIAL RISK MANAGEMENT

The multinational nature of Tenaris’s operations and customer base exposes the Company to a variety of risks, mainly related to market risks (including the effects of changes in foreign currency exchange rates and interest rates), credit risk and capital market risk. In order to manage the volatility related to these exposures, the management evaluates exposures on a consolidated basis, taking advantage of logical exposure netting. The Company or its subsidiaries may then enter into various derivative transactions in order to prevent potential adverse impacts on Tenaris’ financial performance. Such derivative transactions are executed in accordance with internal policies and hedging practices. The Company’s objectives, policies and processes for managing these risks remained unchanged during 2013.

A. Financial Risk Factors

(i)           Capital Market Risk
 
Tenaris seeks to maintain a low debt to total equity ratio considering the industry and the markets where it operates. The year-end ratio of debt to total equity (where “debt” comprises financial borrowings and “total equity” is the sum of financial borrowings and equity) is 0.07 as of December 31, 2013, in comparison with 0.13 as of December 31, 2012. The Company does not have to comply with regulatory capital adequacy requirements as known in the financial services industry.

(ii)           Foreign exchange risk
 
Tenaris manufactures and sells its products in a number of countries throughout the world and consequently is exposed to foreign exchange rate risk. Since the Company’s functional currency is the U.S. dollar the purpose of Tenaris’s foreign currency hedging program is mainly to reduce the risk caused by changes in the exchange rates of other currencies against the U.S. dollar.

Tenaris’s exposure to currency fluctuations is reviewed on a periodic consolidated basis. A number of derivative transactions are performed in order to achieve an efficient coverage in the absence of operative or natural hedges. Almost all of these transactions are forward exchange rates contracts (see Note 25 Derivative financial instruments).

Tenaris does not enter into derivative financial instruments for trading or other speculative purposes, other than non-material investments in structured products.

Because certain subsidiaries have functional currencies other than the U.S. dollar, the results of hedging activities, reported in accordance with IFRS, may not reflect entirely the management’s assessment of its foreign exchange risk hedging program. Inter-company balances between Tenaris’s subsidiaries may generate financial gains (losses) to the extent that functional currencies differ.

The value of Tenaris’s financial assets and liabilities is subject to changes arising out of the variation of foreign currency exchange rates. The following table provides a breakdown of Tenaris’s main financial assets and liabilities (including foreign exchange derivative contracts) which impact the Company’s profit and loss as of December 31, 2013 and 2012:

 
 
- 17 -

 


All amounts Long / (Short) in thousands of U.S. dollars
 
As of December 31,
 
Currency Exposure / Functional currency
 
2013
   
2012
 
Argentine Peso / U.S. Dollar
    (368,985 )     (168,816 )
Euro / U.S. Dollar
    (137,599 )     (117,370 )
U.S. Dollar / Brazilian Real
    (51,321 )     (27,269 )
 
The main relevant exposures correspond to:
 
§
Argentine Peso / U.S. dollar
 
As of December 31, 2013 and 2012 consisting primarily of Argentine Peso-denominated financial, trade, social and fiscal payables at certain Argentine subsidiaries which functional currency was the U.S. dollar. A change of 1% in the ARS/USD exchange rate would have generated a pre-tax gain / loss of $3.7 million and $1.7 million as of December 31, 2013 and 2012, respectively.
 
§
Euro / U.S. dollar
 
As of December 31, 2013 and 2012, consisting primarily of Euro-denominated liabilities at certain subsidiaries which functional currency was the U.S. dollar. A change of 1% in the EUR/USD exchange rate would have generated a pre-tax gain / loss of $1.4 million and $1.2 million as of December 31, 2013 and 2012, respectively, which would have been to a large extent offset by changes to Tenaris’ net equity position.

Considering the balances held as of December 31, 2013 on financial assets and liabilities exposed to foreign exchange rate fluctuations, Tenaris estimates that the impact of a simultaneous 1% favorable / unfavorable movement in the levels of foreign currencies exchange rates relative to the U.S. dollar, would be a pre-tax gain / loss of $6.7 million (including a gain / loss of $0.3 million due to foreign exchange derivative contracts), which would be partially offset by changes to Tenaris’s net equity position of $0.8 million. For balances held as of December 31, 2012, a simultaneous 1% favorable/unfavorable movement in the foreign currencies exchange rates relative to the U.S. dollar, would have generated a pre-tax gain / loss of $4.7 million (including a loss / gain of $10.6 million due to foreign exchange derivative contracts), which would have been partially offset by changes to Tenaris’ net equity position of $0.9 million.

(iii)           Interest rate risk
 
Tenaris is subject to interest rate risk on its investment portfolio and its debt. The Company uses a mix of variable and fixed rate debt in combination with its investment portfolio strategy. From time to time, the Company may choose to enter into foreign exchange derivative contracts and / or interest rate swaps to mitigate the exposure to changes in the interest rates.
 
The following table summarizes the proportions of variable-rate and fixed-rate debt as of each year end.

   
As of December 31,
 
   
2013
   
2012
 
   
Amount in thousands of U.S. dollars
   
%
   
Amount in thousands of U.S. dollars
   
%
 
Fixed rate
    643,005       69 %     778,774       45 %
Variable rate
    287,930       31 %     965,418       55 %
Total (*)
    930,935               1,744,192          

(*)As of December 31, 2013 approximately 65% of the total debt balance corresponded to fixed-rate borrowings where the original period was nonetheless equal to or lesser than 360 days. This compares to approximately 30% of the total outstanding debt balance as of December 31, 2012.

The Company estimates that, if market interest rates applicable to Tenaris’s borrowings had been 100 basis points higher, then the additional pre-tax loss would have been $10.8 million in 2013 and $10.9 million in 2012.

Tenaris’s exposure to interest risk associated with its debt is also mitigated by its investment portfolio. Tenaris estimates that, if interest rates on the benchmark rates for Tenaris portfolio had been 100 basis points higher, then the additional pre-tax gain would have been $3.7 million in 2013 and $5.7 million in 2012, partially offsetting the net losses to Tenaris’s borrowing costs.
 

 
 
- 18 -

 

 
A. Financial Risk Factors (Cont.)

(iv)           Credit risk
 
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. The Company also actively monitors the creditworthiness of its treasury, derivative and insurance counterparties in order to minimize its credit risk.

There is no significant concentration of credit risk from customers. No single customer comprised more than 10% of Tenaris’s net sales in 2013 and 2012.

Tenaris’s credit policies related to sales of products and services are designed to identify customers with acceptable credit history, and to allow Tenaris to require the use of credit insurance, letters of credit and other instruments designed to minimize credit risks whenever deemed necessary. Tenaris maintains allowances for impairment for potential credit losses (See Section II J).

As of December 31, 2013 and 2012 trade receivables amount to $1,983.0 million and $2,070.8 million respectively. Trade receivables have guarantees under credit insurance of $537.5 million and $539.3 million, letter of credit and other bank guarantees of $36.5 million and $100.3 million, and other guarantees of $55 million and $11.8  million as of December 31, 2013 and 2012 respectively.

As of December 31, 2013 and 2012 past due trade receivables amounted to $431.0 million and $392.8 million, respectively. Out of those amounts $147.9 million and $103.4 million are guaranteed trade receivables while $51.2 million and $29.1 million are included in the allowance for doubtful accounts.  Past due receivable not provisioned relate to a number of customers for whom there is no recent history of default. The allowance for doubtful accounts and the existing guarantees are sufficient to cover doubtful trade receivables.

(v)           Counterparty risk
 
Tenaris has investment guidelines with specific parameters to limit issuer risk on marketable securities. Counterparties for derivatives and cash transactions are limited to high credit quality financial institutions, normally investment grade.

Approximately 98.1% of Tenaris’s liquid financial assets correspond to Investment Grade-rated instruments as of December 31, 2013, in comparison with approximately 88.7% as of December 31, 2012.

(vi)           Liquidity risk

Tenaris financing strategy aims to maintain adequate financial resources and access to additional liquidity. During 2013, Tenaris has counted on cash flows from operations as well as additional bank financing to fund its transactions.

Management maintains sufficient cash and marketable securities to finance normal operations and believes that Tenaris also has appropriate access to market for short-term working capital needs.

Liquid financial assets as a whole (comprising cash and cash equivalents and other current investments) were 11.6 % of total assets at the end of 2013 compared to 9.2% at the end of 2012.

Tenaris has a conservative approach to the management of its liquidity, which consists of cash in banks, liquidity funds and short-term investments mainly with a maturity of less than three months at the date of purchase.

Tenaris holds primarily investments in money market funds and variable or fixed-rate securities from investment grade issuers. As of December 31, 2013, Tenaris does not have direct exposure to financial instruments issued by European sovereign counterparties compared to 2.1 million at the end of 2012.

Tenaris holds its cash and cash equivalents primarily in U.S. dollars. As of December 31, 2013 and 2012, U.S. dollar denominated liquid assets represented approximately 76% and 79% of total liquid financial assets respectively.
 
 
 
- 19 -

 
 
 
B. Financial instruments by category

Accounting policies for financial instruments have been applied to the line items below:
 
                         
December 31, 2013
 
Assets at fair value through profit and loss
   
Loans and receivables
   
Available for sale
   
Total
 
Assets as per statement of financial position
                       
Derivative financial instruments
    9,273       -       -       9,273  
Trade receivables
    -       1,982,979       -       1,982,979  
Other receivables
    -       105,950       -       105,950  
Available for sale assets (See note 31)
    -       -       21,572       21,572  
Other investments
    1,184,448       -       45,380       1,229,828  
Cash and cash equivalents
    614,529       -       -       614,529  
Total
    1,808,250       2,088,929       66,952       3,964,131  

                   
December 31, 2013
 
Liabilities at fair value through profit and loss
   
Other financial liabilities
   
Total
 
Liabilities as per statement of financial position
                 
Borrowings
    -       930,935       930,935  
Derivative financial instruments
    8,268       -       8,268  
Trade and other payables (*)
    -       869,933       869,933  
Total
    8,268       1,800,868       1,809,136  
 
                         
December 31, 2012
 
Assets at fair value through profit and loss
   
Loans and receivables
   
Available for sale
   
Total
 
Assets as per statement of financial position
                       
Derivative financial instruments
    17,852       -       -       17,852  
Trade receivables
    -       2,070,778       -       2,070,778  
Other receivables
    -       157,614       -       157,614  
Available for sale assets
    -       -       21,572       21,572  
Other investments
    647,012       -       -       647,012  
Cash and cash equivalents
    828,458       -       -       828,458  
Total
    1,493,322       2,228,392       21,572       3,743,286  
 
                   
December 31, 2012
 
Liabilities at fair value through profit and loss
   
Other financial liabilities
   
Total
 
Liabilities as per statement of financial position
                 
Borrowings
    -       1,744,192       1,744,192  
Derivative financial instruments
    14,031       -       14,031  
Trade and other payables (*)
    -       926,764       926,764  
Total
    14,031       2,670,956       2,684,987  

(*) The maturity of most of trade payables is less than one year.

 
 
- 20 -

 

 
C. Fair value hierarchy

IFRS 7 requires for financial instruments that are measured in the statement of financial position at fair value, a disclosure of fair value measurements by level according to the following fair value measurement hierarchy:

Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).

Level 3- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).

The following table presents the assets and liabilities that are measured at fair value as of December 31, 2013 and 2012.

December 31, 2013
 
Level 1
   
Level 2
   
Level 3 (*)
   
Total
 
Assets
                       
Cash and cash equivalents
    614,529       -       -       614,529  
Other investments
    866,382       360,948       2,498       1,229,828  
Derivatives financial instruments
    -       9,273       -       9,273  
Available for sale assets (*)
    -       -       21,572       21,572  
Total
    1,480,911       370,221       24,070       1,875,202  
Liabilities
                               
Derivatives financial instruments
    -       8,268       -       8,268  
Total
    -       8,268       -       8,268  

December 31, 2012
 
Level 1
   
Level 2
   
Level 3 (*)
   
Total
 
Assets
                       
Cash and cash equivalents
    828,458       -       -       828,458  
Other investments
    451,152       193,257       2,603       647,012  
Derivatives financial instruments
    -       17,852       -       17,852  
Available for sale assets (*)
    -       -       21,572       21,572  
Total
    1,279,610       211,109       24,175       1,514,894  
Liabilities
                               
Derivatives financial instruments
    -       14,031       -       14,031  
Total
    -       14,031       -       14,031  

(*) For further detail regarding Available for sale assets, see Note 31.

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. The quoted market price used for financial assets held by Tenaris is the current bid price. These instruments are included in Level 1 and comprise primarily corporate and sovereign debt securities.

The fair value of financial instruments that are not traded in an active market (such as certain debt securities, certificates of deposits with original maturity of more than three months, forward and interest rate derivative instruments) is determined by using valuation techniques which maximize the use of observable market data where available and rely as little as possible on entity specific estimates. If all significant inputs required to value an instrument are observable, the instrument is included in Level 2. Tenaris values its assets and liabilities included in this level using bid prices, interest rate curves, broker quotations, current exchange rates, forward rates and implied volatilities obtained from market contributors as of the valuation date.
 
 
 
- 21 -

 
 

C. Fair value hierarchy (Cont.)

If one or more of the significant inputs are not based on observable market data, the instruments are included in Level 3. Tenaris values its assets and liabilities in this level using observable market inputs and management assumptions which reflect the Company’s best estimate on how market participants would price the asset or liability at measurement date. Main balances included in this level correspond to Available for sale assets related to Tenaris’s interest in Venezuelan companies under process of nationalization (see Note 31).

The following table presents the changes in Level 3 assets and liabilities:

   
Year ended December 31,
 
   
2013
   
2012
 
   
Assets / Liabilities
 
At the beginning of the period
    24,175       24,550  
Loss for the year
    -       (435 )
                 
Currency translation adjustment and others
    (105 )     60  
At the end of the year
    24,070       24,175  

D. Fair value estimation

Financial assets or liabilities classified as assets at fair value through profit or loss are measured under the framework established by the IASB accounting guidance for fair value measurements and disclosures.

The fair values of quoted investments are generally based on current bid prices. If the market for a financial asset is not active or no market is available, fair values are established using standard valuation techniques.

For the purpose of estimating the fair value of Cash and cash equivalents and Other Investments expiring in less than ninety days from the measurement date, the Company usually chooses to use the historical cost because the carrying amount of financial assets and liabilities with maturities of less than ninety days approximates to their fair value.

The fair value of all outstanding derivatives is determined using specific pricing models that include inputs that are observable in the market or can be derived from or corroborated by observable data. The fair value of forward foreign exchange contracts is calculated as the net present value of the estimated future cash flows in each currency, based on observable yield curves, converted into U.S. dollars at the spot rate of the valuation date.

Borrowings are comprised primarily of fixed rate debt and variable rate debt with a short term portion where interest has already been fixed. They 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 100.2% of its carrying amount including interests accrued in 2013 as compared with 101.1%  in 2012. Tenaris estimates that a change of 100 basis points in the reference interest rates would have an estimated impact of approximately 0.3% in the fair value of borrowings as of December 31, 2013 and 0.1% in 2012. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.

E. Accounting for derivative financial instruments and hedging activities

Derivative financial instruments are initially recognized in the statement of financial position at fair value through profit and loss on each date a derivative contract is entered into and are subsequently remeasured at fair value. Specific tools are used for calculation of each instrument’s fair value and these tools are tested for consistency on a monthly basis. Market rates are used for all pricing operations. These include exchange rates, deposit rates and other discount rates matching the nature of each underlying risk.

As a general rule, Tenaris recognizes the full amount related to the change in fair value of derivative financial instruments in Financial results in the Consolidated Income Statement.

Tenaris designates certain derivatives as hedges of particular risks associated with recognized assets or liabilities or highly probable forecast transactions. These transactions (mainly currency forward contracts on highly probable forecast transactions) are classified as cash flow hedges. The effective portion of the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity. Amounts accumulated in equity are then recognized in the income statement in the same period than the offsetting losses and gains on the hedged item. The gain or loss relating to the ineffective portion is recognized immediately in the income statement. The fair value of Tenaris’s derivative financial instruments (assets or liabilities) continues to be reflected on the statement of financial position. The full fair value of a hedging derivative is classified as a current or non current asset or liability according to its expiry date.
 
 
 
- 22 -

 

 
For transactions designated and qualifying for hedge accounting, Tenaris documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. Tenaris also documents its assessment on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flow of hedged items. At December 31, 2013 and 2012, the effective portion of designated cash flow hedges which is included in Other Reserves in equity amounts to $0.1 million credit and $2.9 million debit (see Note 25 Derivative financial instruments).

The fair values of various derivative instruments used for hedging purposes are disclosed in Note 25. Movements in the hedging reserve included within Other Reserves in equity are also shown in Note 25.
 
 
 
- 23 -

 

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

1           Segment information
 
As mentioned in section II. AP – C, the Segment Information is disclosed as follows:
 
Reportable operating segments

(all amounts in thousands of U.S. dollars)
     
Year ended December 31, 2013
 
Tubes
   
Other
   
Total
 
                   
Management View - Net Sales
    9,812,295       752,796       10,565,091  
·   Sales of energy, surplus raw materials and others
    -       31,690       31,690  
IFRS - Net Sales
    9,812,295       784,486       10,596,781  
                         
                         
Management View - Operating income
    2,098,160       91,265       2,189,425  
·   Differences in cost of sales and others
    (1,855 )     (3,337 )     (5,192 )
·   Depreciation and amortization
    711       (114 )     597  
IFRS - Operating income
    2,097,016       87,814       2,184,830  
Financial income (expense), net
                    (28,679 )
Income before equity in earnings of associated companies and income tax
                    2,156,151  
Equity in earnings of associated companies
                    46,098  
Income before income tax
                    2,202,249  
                         
Capital expenditures
    721,869       31,629       753,498  
Depreciation  and amortization
    589,482       20,572       610,054  
                         

(all amounts in thousands of U.S. dollars)
     
Year ended December 31, 2012
 
Tubes
   
Other
   
Total
 
                   
Management View - Net Sales
    10,022,501       741,074       10,763,575  
·   Sales of energy, surplus raw materials and others
    822       69,633       70,455  
IFRS - Net Sales
    10,023,323       810,707       10,834,030  
                         
                         
Management View - Operating income
    2,198,704       109,385       2,308,089  
·   Differences in cost of sales and others
    (58,385 )     (1,147 )     (59,532 )
·   Depreciation and amortization
    111,509       (3,459 )     108,050  
IFRS - Operating income
    2,251,828       104,779       2,356,607  
Financial income (expense), net
                    (50,104 )
Income before equity in earnings of associated companies and income tax
                    2,306,503  
Equity in losses of associated companies
                    (63,206 )
Income before income tax
                    2,243,297  
                         
Capital expenditures
    771,734       17,997       789,731  
Depreciation  and amortization
    549,130       18,524       567,654  
                         

                   
Year ended December 31, 2011
 
Tubes
   
Other
   
Total
 
IFRS
                 
Net Sales
    9,111,691       860,787       9,972,478  
Operating income
    1,702,188       142,693       1,844,881  
Financial income (expense), net
                    (10,299 )
Income before equity in earnings of associated companies and income tax
                    1,834,582  
Equity in earnings of associated companies
                    61,992  
Income before income tax
                    1,896,574  
                         
Capital expenditures
    849,362       13,296       862,658  
Depreciation  and amortization
    538,921       15,424       554,345  

Transactions between segments, which were eliminated in consolidation, mainly related to sales of scrap, energy, surplus raw materials and others from the Other segment to the Tubes segment for $276,388, $345,285 and $266,806 in 2013, 2012 and 2011, respectively.

Net income under Management view amounted to $ 1,495.5 million, while under IFRS amounted to $ 1,574.4 million. In addition to the amounts reconciled above, the main differences arise from the impact of functional currencies on financial result, deferred income taxes as well as the result of investment in associated companies.
 
 
 
- 24 -

 

1           Segment information (Cont.)
 

Geographical information
                                           
(all amounts in thousands of U.S. dollars)
 
North America
   
South America
   
Europe
   
Middle East & Africa
   
Far East & Oceania
   
Unallocated (*)
   
Total
 
Year ended December 31, 2013
                                         
Net sales
    4,412,263       2,586,496       958,178       2,119,896       519,948             10,596,781  
Total assets
    8,130,799       3,150,000       2,561,557       562,206       592,065       934,343       15,930,970  
Trade receivables
    613,735       506,044       364,806       373,844       124,550               1,982,979  
Property, plant and equipment, net
    2,292,811       1,098,733       1,059,887       59,196       163,140               4,673,767  
Capital expenditures
    285,413       283,265       151,550       5,048       28,222               753,498  
Depreciation and amortization
    327,344       110,496       140,180       10,594       21,440               610,054  
                                                         
Year ended December 31, 2012
                                                       
Net sales
    5,270,062       2,717,234       1,092,642       1,271,585       482,507       -       10,834,030  
Total assets
    7,780,873       3,824,931       2,327,901       449,056       578,199       998,583       15,959,543  
Trade receivables
    528,443       867,223       273,824       286,212       115,076       -       2,070,778  
Property, plant and equipment, net
    2,222,906       1,003,871       985,617       64,632       157,944       -       4,434,970  
Capital expenditures
    338,827       237,456       185,354       9,720       18,374       -       789,731  
Depreciation and amortization
    316,158       103,537       116,771       7,989       23,199       -       567,654  
                                                         
Year ended December 31, 2011
                                                       
Net sales
    4,350,815       2,564,518       1,119,887       1,349,334       587,924       -       9,972,478  
Total assets
    7,226,605       3,373,855       2,396,443       522,926       651,986       691,820       14,863,635  
Trade receivables
    518,272       545,336       320,075       377,569       139,339       -       1,900,591  
Property, plant and equipment, net
    2,051,826       892,572       882,185       64,450       162,620       -       4,053,653  
Capital expenditures
    496,021       150,419       176,861       22,669       16,688       -       862,658  
Depreciation and amortization
    294,602       113,729       117,360       2,495       26,159       -       554,345  
                                                         

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

(*) Includes Investments in associated companies and Available for sale assets for $21.6 million in 2013, 2012 and 2011 (see Note 12 and 31).

 
 
- 25 -

 

 
2           Cost of sales
   
Year ended December 31
 
(all amounts in thousands of U.S. dollars)
 
2013
   
2012
   
2011
 
             
Inventories at the beginning of the year
    2,985,805       2,806,409       2,460,384  
                         
Plus: Charges of the period
                       
Raw materials, energy, consumables and other
    3,749,921       4,330,547       4,409,698  
Increase in inventory due to business combinations
    -       1,486       10,688  
Services and fees
    422,142       433,944       368,910  
Labor cost
    1,199,351       1,256,041       1,177,067  
Depreciation of property, plant and equipment
    368,507       333,466       312,601  
Amortization of intangible assets
    8,263       7,091       6,561  
Maintenance expenses
    202,338       260,274       220,240  
Allowance for obsolescence
    70,970       49,907       11,067  
Taxes
    4,956       6,793       4,958  
Other
    147,180       137,140       97,642  
      6,173,628       6,816,689       6,619,432  
                         
Less: Inventories at the end of the year
    (2,702,647 )     (2,985,805 )     (2,806,409 )
      6,456,786       6,637,293       6,273,407  
                         
                         

3           Selling, general and administrative expenses
   
Year ended December 31
 
(all amounts in thousands of U.S. dollars)
 
2013
   
2012
   
2011
 
             
Services and fees
    177,996       213,073       218,991  
Labor cost
    575,588       570,950       533,219  
Depreciation of property, plant and equipment
    19,132       15,023       12,400  
Amortization of intangible assets
    214,152       212,074       222,783  
Commissions, freight and other selling expenses
    600,239       550,611       545,228  
Provisions for contingencies
    31,429       21,163       35,847  
Allowances for doubtful accounts
    23,236       3,840       7,749  
Taxes
    170,659       170,582       148,912  
Other
    128,782       126,473       134,111  
      1,941,213       1,883,789       1,859,240  
                         
 
4    Labor costs (included in Cost of sales and in Selling, general and administrative expenses)
   
Year ended December 31
 
(all amounts in thousands of U.S. dollars)
 
2013
   
2012
   
2011
 
             
Wages, salaries and social security costs
    1,714,471       1,772,399       1,666,176  
Employees' service rescission indenmnity (including those classified as defined contribution plans)
    10,978       13,939       14,923  
Pension benefits - defined benefit plans
    32,112       20,808       10,300  
                         
Employee retention and long term incentive program
    17,378       19,845       18,887  
      1,774,939       1,826,991       1,710,286  

At the year-end, the number of employees was 26,825 in 2013, 26,673 in 2012 and 26,980 in 2011.
 
 
 
- 26 -

 
 
 
5           Other operating items
   
Year ended December 31
 
(all amounts in thousands of U.S. dollars)
 
2013
   
2012
   
2011
 
             
Other operating income
                 
Reimbursement from insurance companies and other third parties agreements (*)
    148       49,495       695  
Net income from other sales
    10,663       12,314       5,510  
Net rents
    3,494       2,988       2,487  
Other
    -       6,583       2,849  
      14,305       71,380       11,541  
                         
Other operating expenses
                       
Contributions to welfare projects and non-profits organizations
    21,147       22,226       4,341  
Provisions for legal claims and contingencies
    (2 )     (668 )     1,411  
Loss on fixed assets and material supplies disposed / scrapped
    39       227       48  
                         
Allowance for doubtful receivables
    1,708       5,936       691  
Other
    5,365       -       -  
      28,257       27,721       6,491  
                         

(*) In 2012, Confab Industrial S.A., a Tenaris subsidiary organized in Brazil (“Confab”) collected from the Brazilian government an amount, net of attorney fees and other related expenses, of approximately Brazilian reais (“BRL”) 99.8 million (approximately $49.2 million), recorded in other operating income. The income tax effect on this gain amounted to approximately $17.1 million. This payment was ordered by a final court judgment that represents Confab’s right to interest and monetary adjustment over a tax benefit that had been paid to Confab in 1991 and determined the amount of such right.

6           Financial results
(all amounts in thousands of U.S. dollars)
 
Year ended December 31
 
   
2013
   
2012
   
2011
 
Interest income
    33,094       33,459       30,840  
Interest expense
    (70,450 )     (55,507 )     (52,407 )
Interest net
    (37,356 )     (22,048 )     (21,567 )
                         
Net foreign exchange transaction results
    37,179       (10,929 )     65,365  
Foreign exchange derivatives contracts results
    4,414       (3,194 )     (49,349 )
Other
    (32,916 )     (13,933 )     (4,748 )
Other financial results
    8,677       (28,056 )     11,268  
Net financial results
    (28,679 )     (50,104 )     (10,299 )

7           Equity in earnings (losses) of associated companies
   
Year ended December 31
 
(all amounts in thousands of U.S. dollars)
 
2013
   
2012
   
2011
 
 From associated companies
    46,098       4,545       61,992  
 Gain on sale of associated companies and others
    -       5,899       -  
 Impairment loss on associated companies (see Note 27)
    -       (73,650 )     -  
      46,098       (63,206 )     61,992  

8           Income tax
   
Year ended December 31
 
(all amounts in thousands of U.S. dollars)
 
2013
   
2012
   
2011
 
Current tax
    594,179       636,624       573,769  
Deferred tax
    33,698       (95,066 )     (98,399 )
      627,877       541,558       475,370  

 
 
- 27 -

 
 
 
8           Income tax (Cont.)

The tax on Tenaris’s income before tax differs from the theoretical amount that would arise using the tax rate in each country as follows:

   
Year ended December 31
 
(all amounts in thousands of U.S. dollars)
 
2013
   
2012
   
2011
 
Income before income tax
    2,202,249       2,243,297       1,896,574  
Tax calculated at the tax rate in each country
    465,029       456,530       418,358  
Non taxable income / Non deductible expenses
    72,768       80,527       43,265  
Changes in the tax rates
    8,287       4,707       (7,736 )
Effect of currency translation on tax base (*)
    92,695       5,214       25,000  
Utilization of previously unrecognized tax losses
    (10,902 )     (5,420 )     (3,517 )
Tax charge
    627,877       541,558       475,370  
 
(*) Tenaris applies the liability method to recognize deferred income tax on temporary differences between the tax bases of assets and their carrying amounts in the financial statements. By application of this method, Tenaris recognizes gains and losses on deferred income tax due to the effect of the change in the value on the tax basis in subsidiaries, which have a functional currency different to their local currency. These gains and losses are required by IFRS even though the revalued / devalued tax basis of the relevant assets will not result in any deduction / obligation for tax purposes in future periods.
 
9           Dividends distribution

On November 6, 2013, the Company’s board of directors approved the payment of an interim dividend of $0.13 per share ($0.26 per ADS), or approximately $153.5 million, on November 21, 2013, with an ex-dividend date of November 18, 2013.

On May 2, 2013 the Company’s Shareholders approved an annual dividend in the amount of $0.43 per share ($0.86 per ADS). The amount approved included the interim dividend previously paid in November 22, 2012 in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.30 per share ($0.60 per ADS), was paid on May 23, 2013. In the aggregate, the interim dividend paid in November 2012 and the balance paid in May 2013 amounted to approximately $507.6 million.

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.

On June 1, 2011, the Company’s shareholders approved an annual dividend in the amount of $0.34 per share ($0.68 per ADS). The amount approved included the interim dividend previously paid in November 2010, in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.21 per share ($0.42 per ADS), was paid on June 23, 2011. In the aggregate, the interim dividend paid in November 2010 and the balance paid in June 2011 amounted to approximately $401 million.
 
 
 
- 28 -

 

 
10           Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)
Year ended December 31, 2013
 
Land, building and improvements
   
Plant and production equipment
   
Vehicles, furniture and fixtures
   
Work in progress
   
Spare parts and equipment
   
Total
 
                                     
Cost
                                   
Values at the beginning of the year
    1,417,994       7,503,358       321,271       489,894       43,674       9,776,191  
Translation differences
    (7,616 )     36,436       (3,348 )     (7,776 )     348       18,044  
Additions
    10,121       5,242       4,963       641,235       5,308       666,869  
Disposals / Consumptions
    (17,388 )     (30,156 )     (8,973 )     -       (6,783 )     (63,300 )
Increase due to the consolidation of joint operations
    -       -       1,301       608       142       2,051  
Transfers / Reclassifications
    95,077       558,533       24,100       (682,059 )     (4,935 )     (9,284 )
Values at the end of the year
    1,498,188       8,073,413       339,314       441,902       37,754       10,390,571  
                                                 
Depreciation
                                               
Accumulated at the beginning of the year
    331,806       4,811,325       182,169       -       15,921       5,341,221  
Translation differences
    (1,581 )     22,046       (2,402 )     -       458       18,521  
Depreciation charge
    43,469       317,242       25,678       -       1,250       387,639  
Transfers / Reclassifications
    1,511       3,339       (1,655 )     -       (3,187 )     8  
Increase due to the consolidation of joint operations
    -       -       392       -       105       497  
Disposals / Consumptions
    (1,901 )     (22,451 )     (6,627 )     -       (103 )     (31,082 )
Accumulated at the end of the year
    373,304       5,131,501       197,555       -       14,444       5,716,804  
At December 31, 2013
    1,124,884       2,941,912       141,759       441,902       23,310       4,673,767  

Year ended December 31, 2012
 
Land, building and improvements
   
Plant and production equipment
   
Vehicles, furniture and fixtures
   
Work in progress
   
Spare parts and equipment
   
Total
 
                                     
Cost
                                   
Values at the beginning of the year
    1,311,786       7,149,005       287,202       318,297       40,822       9,107,112  
Translation differences
    (8,824 )     877       (2,881 )     (5,201 )     38       (15,991 )
Additions
    29,000       14,765       3,121       693,729       6,313       746,928  
Disposals / Consumptions
    (1,513 )     (57,128 )     (6,927 )     (58 )     (4,060 )     (69,686 )
Increase due to business combinations
    -       5,325       138       720       102       6,285  
Transfers / Reclassifications
    87,545       390,514       40,618       (517,593 )     459       1,543  
Values at the end of the year
    1,417,994       7,503,358       321,271       489,894       43,674       9,776,191  
                                                 
Depreciation
                                               
Accumulated at the beginning of the year
    293,438       4,580,997       164,292       -       14,732       5,053,459  
Translation differences
    (1,869 )     396       (2,043 )     -       247       (3,269 )
Depreciation charge
    39,082       282,375       25,702       -       1,330       348,489  
Transfers / Reclassifications
    1,256       831       (754 )     -       (377 )     956  
Disposals / Consumptions
    (101 )     (53,274 )     (5,028 )     -       (11 )     (58,414 )
Accumulated at the end of the year
    331,806       4,811,325       182,169       -       15,921       5,341,221  
At December 31, 2012
    1,086,188       2,692,033       139,102       489,894       27,753       4,434,970  

Property, plant and equipment include capitalized interests for net amounts at December 31, 2013 and 2012 of $3,782  and $4,038 (there were no capitalized interests during the years 2013 and 2012)), respectively.
 
 
 
- 29 -

 
 
 
11           Intangible assets, net

(all amounts in thousands of U.S. dollars)
Year ended December 31, 2013
 
Information system projects
   
Licenses, patents and trademarks (*)
   
Goodwill
   
Customer relationships
   
Total
 
                               
Cost
                             
Values at the beginning of the year
    310,524       493,822       2,147,433       2,059,946       5,011,725  
Translation differences
    (1,362 )     20       61       -       (1,281 )
Additions
    85,974       655       -       -       86,629  
Transfers / Reclassifications
    5,820       (1,249 )     -       -       4,571  
                                         
Disposals
    (468 )     (419 )     (252 )     -       (1,139 )
Values at the end of the year
    400,488       492,829       2,147,242       2,059,946       5,100,505  
                                         
Amortization
                                       
Accumulated at the beginning of the year
    218,531       273,443       340,488       979,347       1,811,809  
Translation differences
    (779 )     -       -       -       (779 )
Amortization charge
    31,104       30,237       -       161,074       222,415  
Disposals
    (171 )     -       -       -       (171 )
Transfers / Reclassifications
    1,231       (1,236 )     -       -       (5 )
Accumulated at the end of the year
    249,916       302,444       340,488       1,140,421       2,033,269  
At December 31, 2013
    150,572       190,385       1,806,754       919,525       3,067,236  

Year ended December 31, 2012
 
Information system projects
   
Licenses, patents and trademarks (*)
   
Goodwill
   
Customer relationships
   
Total
 
                               
Cost
                             
Values at the beginning of the year
    268,237       495,417       2,146,243       2,059,946       4,969,843  
Translation differences
    (1,277 )     (78 )     73       -       (1,282 )
Additions
    42,762       41       -       -       42,803  
Transfers / Reclassifications
    874       (1,558 )     -       -       (684 )
Increase due to business combinations
    11       -       1,117       -       1,128  
Disposals
    (83 )     -       -       -       (83 )
Values at the end of the year
    310,524       493,822       2,147,433       2,059,946       5,011,725  
                                         
Amortization
                                       
Accumulated at the beginning of the year
    191,571       243,580       340,488       818,274       1,593,913  
Translation differences
    (827 )     (242 )     -       -       (1,069 )
Amortization charge
    27,808       30,284       -       161,073       219,165  
Disposals
    (103 )     -       -       -       (103 )
Transfers / Reclassifications
    82       (179 )     -       -       (97 )
Accumulated at the end of the year
    218,531       273,443       340,488       979,347       1,811,809  
At December 31, 2012
    91,993       220,379       1,806,945       1,080,599       3,199,916  

(*) Includes Proprietary Technology.
The geographical allocation of goodwill for the year ended December 31, 2013 was $1,614.5 million for North America, $189.4 million for South America  $2.2 million for Europe, and $0.7 million for Middle East & Africa.
 
 
 
- 30 -

 

 
11           Intangible assets, net (Cont.)

The carrying amount of goodwill allocated by CGU, as of December 31, 2013, was as follows:

As of December 31, 2013
 
Tubes Segment
   
Other Segment
       
CGU
 
Maverick Acquisition
   
Hydril Acquisition
   
Other
   
Maverick Acquisition
   
Total
 
OCTG (USA and Colombia)
    721.5       -       -       -       721.5  
Tamsa (Hydril and other)
    -       345.9       19.4       -       365.3  
Siderca (Hydril and other)
    -       265.0       93.3       -       358.3  
Hydril
    -       309.0       -       -       309.0  
Electric Conduits
    45.8       -       -       -       45.8  
Coiled Tubing
    -       -       -       4.0       4.0  
Other
    -       -       2.9       -       2.9  
Total
    767.3       919.9       115.6       4.0       1,806.8  
 
Impairment tests

In 2013 and 2012, the CGU’s shown in the previous table were tested for impairment. No other CGU was tested for impairment in 2013 and 2012 as no impairment indicators were identified.

Tenaris determined that the CGUs with a significant amount of goodwill in comparison to the total amount of goodwill as of December 31, 2013, were: OCTG, Tamsa, Siderca and Hydril, which represented 97.1% of total goodwill.
The value-in-use was used to determine the recoverable amount for all the CGUs with a significant amount of goodwill in comparison to the total amount of goodwill.

Value-in-use is calculated by discounting the estimated cash flows over a five year period based on forecasts approved by management. For the subsequent years beyond the five-year period, a terminal value is calculated based on perpetuity considering a nominal growth rate of 2%. The growth rate considers the long-term average growth rate for the oil and gas industry, the higher demand to offset depletion of existing fields and the Company’s expected market penetration.

Tenaris’s main source of revenue is the sale of products and services to the oil and gas industry, and the level of such sales is sensitive to international oil and gas prices and their impact on drilling activities. The main key assumptions, shared by all four CGUs are oil and natural gas prices evolution and the level of drilling activity. Tenaris uses the average number of active oil and gas drilling rigs, or rig count, as published by Baker Hughes, as a general indicator of activity in the oil and gas sector. In the case of the OCTG CGU, these assumptions are mainly related to the U.S. market. In the case of Tamsa CGU and Siderca CGU, assumptions are mainly related to the countries where they are located, Mexico and Argentina respectively, and to the international markets as both facilities export a large amount of their production. Regarding Hydril CGU, assumptions are mainly related to the worldwide market.

In addition, key assumptions for OCTG CGU, Tamsa CGU and Siderca CGU also include raw materials costs as their production process consists on the transformation of steel into pipes. In the case of Tamsa CGU and Siderca CGU, steel comes from their own steel shops, therefore they consume steelmaking raw materials (e.g., iron ore and metal scrap). In the case of OCTG CGU, the main raw material is hot rolled steel coils. In the case of Hydril CGU, raw material costs are negligible.

For purposes of assessing key assumptions, Tenaris uses external sources of information and management judgment based on past experience.

The discount rates used are based on the respective weighted average cost of capital (WACC) which is considered to be a good indicator of capital cost. For each CGU where assets are allocated, a specific WACC was determined taking into account the industry, country and size of the business. In 2013, the discount rates used were in a range between 10% and 13%.
 
 
 
- 31 -

 
 
 
11           Intangible assets, net (Cont.)
 
From the CGUs with a significant amount of goodwill assigned in comparison to the total amount of goodwill, Tenaris has determined that the CGU for which a reasonable possible change in a key assumption would cause the CGUs’ carrying amount to exceed its recoverable amount was OCTG CGU.

In OCTG CGU, the recoverable amount calculated based on value in use exceeded carrying value by $106 million as of December 31, 2013. The main factors that could result in impairment charges in future periods would be an increase in the discount rate / decrease in growth rate used in the Company’s cash flow projections and a deterioration of the business, competitive and economic factors, such as the cost of raw materials, oil and gas prices, competitive environment, capital expenditure program of Tenaris’s clients and the evolution of the rig count in the U.S. market. As there is a significant interaction among the principal assumptions made in estimating its cash flow projections, the Company believes that a sensitivity analysis that considers changes in one assumption at a time could be potentially misleading. A reduction in cash flows of 5.2%, a fall in growth rate to 1.3% or a rise in discount rate of 40 basis points would remove the remaining headroom.

As of December 31, 2013, no cumulative amount of recognized impairment charges are subject to reversal.

12           Investments in associated companies
 
   
Year ended December 31
 
   
2013
   
2012
 
At the beginning of the year
    977,011       664,997  
Translation differences
    (87,666 )     (108,480 )
Equity in earnings of associated companies
    46,098       10,444  
Impairment loss in associated companies
    -       (73,650 )
Dividends and distributions received
    (16,334 )     (18,708 )
                 
Acquisitions
    -       504,597  
Sale of associated company
    (9,033 )     (3,140 )
Increase in equity reserves
    2,682       951  
At the end of the period
    912,758       977,011  
                 

The principal associated companies are:
         
% ownership - voting rights at
December 31,
   
Value at December 31,
 
Company
 
Country of incorporation
   
2013
   
2012
   
2013
   
2012
 
Ternium S.A.
 
Luxembourg
      11.46 % (*)     11.46 % (*)     602,303       605,714  
Usiminas S.A.
 
Brazil
      2.5% - 5 %     2.5% - 5 %     298,459       346,941  
Others
  -         -       -       11,996       24,356  
                              912,758       977,011  
(*) Including treasury shares.

Ternium, is a steel producer in Latin America with production facilities in Mexico, Argentina, Colombia, the southern of United States and Guatemala and it is one of Tenaris´s main suppliers of round steel bars and flat steel products for its pipes business.

Usiminas is a Brazilian producer of high quality flat steel products used in the energy, automotive and other industries and it is Tenaris’s principal supplier of flat steel in Brazil for its pipes and industrial equipment businesses.

 
 
- 32 -

 

 
12           Investments in associated companies (Cont)

Summarized selected financial information of Ternium and Usiminas, including the aggregated amounts of assets, liabilities, revenues and profit or loss is as follows:
   
2013
   
2012
 
   
Usiminas S.A.
   
Ternium S.A.
   
Total
   
Usiminas S.A.
   
Ternium S.A.
   
Total
 
Non-current assets
    9,347,605       7,153,162       16,500,767       10,762,700       7,211,371       17,974,071  
Current assets
    4,038,373       3,219,462       7,257,835       5,275,579       3,655,628       8,931,207  
Total assets
    13,385,978       10,372,624       23,758,602       16,038,279       10,866,999       26,905,278  
Non-current liabilities
    3,174,490       2,185,421       5,359,911       4,334,830       2,306,640       6,641,470  
Current liabilities
    2,171,729       1,849,159       4,020,888       2,643,954       2,125,446       4,769,400  
Total liabilities
    5,346,219       4,034,580       9,380,799       6,978,784       4,432,086       11,410,870  
Non-controlling interests
    905,847       998,009       1,903,856       932,050       1,065,730       1,997,780  
Revenues
    5,970,626       8,530,012       14,500,638       6,502,352       8,608,054       15,110,406  
Gross profit
    676,960       1,929,720       2,606,680       340,380       1,741,675       2,082,055  
                                                 
Net (loss) income for the year attributable to owners of the parent
    (74,459 )     455,425       380,966       (319,116 )     142,043       (177,073 )

13Other investments – non current

   
Year ended December 31
 
   
2013
   
2012
 
Investments in other companies
    2,294       2,293  
Others
    204       310  
      2,498       2,603  

14Receivables – non current

   
Year ended December 31
 
   
2013
   
2012
 
Government entities
    2,232       2,962  
Employee advances and loans
    12,841       12,583  
Tax credits
    18,396       22,352  
Receivables from related parties
    20,716       19,349  
Legal deposits
    23,589       24,312  
Advances to suppliers and other advances
    44,986       22,752  
Others
    32,299       40,745  
      155,059       145,055  
Allowances for doubtful accounts (see Note 23 (i))
    (2,979 )     (2,995 )
      152,080       142,060  

15Inventories

   
Year ended December 31
 
   
2013
   
2012
 
Finished goods
    1,024,571       1,024,746  
Goods in process
    650,567       757,185  
Raw materials
    363,611       473,278  
Supplies
    572,167       524,539  
Goods in transit
    320,496       391,225  
      2,931,412       3,170,973  
Allowance for obsolescence (see Note 24 (i))
    (228,765 )     (185,168 )
      2,702,647       2,985,805  

 
 
- 33 -

 
 
 
16           Receivables and prepayments

   
Year ended December 31
 
   
2013
   
2012
 
Prepaid expenses and other receivables
    57,410       49,456  
Government entities
    3,948       6,600  
Employee advances and loans
    15,356       13,421  
Advances to suppliers and other advances
    70,412       65,843  
Government tax refunds on exports
    25,502       30,206  
Receivables from related parties
    11,313       42,361  
Derivative financial instruments
    9,273       17,852  
Miscellaneous
    36,406       45,309  
      229,620       271,048  
Allowance for other doubtful accounts (see Note 24 (i))
    (9,396 )     (10,516 )
      220,224       260,532  
 
17           Current tax assets and liabilities
 
   
Year ended December 31
 
   
2013
   
2012
 
V.A.T. credits
    69,926       97,173  
Prepaid taxes
    86,265       78,389  
      156,191       175,562  
 
 
   
Year ended December 31,
 
Current tax liabilities
 
2013
   
2012
 
Income tax liabilities
    149,154       129,419  
V.A.T. liabilities
    39,984       27,394  
Other taxes
    77,622       97,790  
      266,760       254,603  

18           Trade receivables
 
   
Year ended December 31
 
   
2013
   
2012
 
Current accounts
    2,005,209       2,077,117  
Receivables from related parties
    28,924       22,804  
      2,034,133       2,099,921  
Allowance for doubtful accounts (see Note 24 (i))
    (51,154 )     (29,143 )
      1,982,979       2,070,778  
 
The following table sets forth details of the aging of trade receivables:
 
                   
    Trade Receivables     Not Due     Past due  
At December 31, 2013
             
1 - 180 days
   
> 180 days
 
Guaranteed
    628,929       481,079       130,316       17,534  
Not guaranteed
    1,405,204       1,122,078       227,317       55,809  
Guaranteed and not guaranteed
    2,034,133       1,603,157       357,633       73,343  
Allowance for doubtful accounts
    (51,154 )     -       (64 )     (51,090 )
Net Value
    1,982,979       1,603,157       357,569       22,253  
                                 
At December 31, 2012
                               
Guaranteed
    651,399       547,986       98,475       4,938  
Not guaranteed
    1,448,522       1,159,158       259,165       30,199  
Guaranteed and not guaranteed
    2,099,921       1,707,144       357,640       35,137  
Allowance for doubtful accounts
    (29,143 )     -       (1,138 )     (28,005 )
Net Value
    2,070,778       1,707,144       356,502       7,132  
 
 
- 34 -

 
 
 
19           Other investments and Cash and cash equivalents

   
Year ended December 31
 
   
2013
   
2012
 
Other investments
           
Fixed Income (time-deposit, zero cupon bonds, commercial papers)
    639,538       333,658  
Bonds and other fixed Income
    513,075       307,711  
Equity & Fund Investments
    74,717       3,040  
      1,227,330       644,409  
Cash and cash equivalents
               
Cash at banks
    123,162       285,395  
Liquidity funds
    95,042       301,663  
Short – term investments
    396,325       241,400  
      614,529       828,458  

20           Borrowings

   
Year ended December 31,
 
   
2013
   
2012
 
Non-current
           
Bank borrowings
    247,056       536,134  
Finance lease liabilities
    1,471       1,547  
Costs of issue of debt
    (2,309 )     (5,274 )
      246,218       532,407  
Current
               
Bank borrowings and other loans including related companies
    668,132       1,157,983  
Bank overdrafts
    16,384       55,802  
Finance lease liabilities
    575       630  
Costs of issue of debt
    (374 )     (2,630 )
      684,717       1,211,785  
Total Borrowings
    930,935       1,744,192  

The maturity of borrowings is as follows:

   
1 year or less
   
1 - 2 years
   
2 – 3 years
   
3 - 4 years
   
4 - 5 years
   
Over 5 years
   
Total
 
At December 31, 2013
                                         
Financial lease
    575       520       490       274       131       56       2,046  
Other borrowings
    684,142       98,891       91,202       45,860       7,066       1,728       928,889  
Total borrowings
    684,717       99,411       91,692       46,134       7,197       1,784       930,935  
Interest to be accrued (*)
    26,643       7,244       3,924       891       251       21       38,974  
Total
    711,360       106,655       95,616       47,025       7,448       1,805       969,909  

   
1 year or less
   
1 - 2 years
   
2 – 3 years
   
3 - 4 years
   
4 - 5 years
   
Over 5 years
   
Total
 
At December 31, 2012
                                         
Financial lease
    630       415       403       372       225       132       2,177  
Other borrowings
    1,211,155       231,007       161,997       83,599       45,622       8,635       1,742,015  
Total borrowings
    1,211,785       231,422       162,400       83,971       45,847       8,767       1,744,192  
Interest to be accrued (*)
    18,615       12,802       5,753       3,344       748       230       41,492  
Total
    1,230,400       244,224       168,153       87,315       46,595       8,997       1,785,684  

(*) Includes the effect of hedge accounting.
 
 
 
- 35 -

 

 
20           Borrowings (Cont)

Significant borrowings include:

       
In million of USD
 
Disbursement date
Borrower
Type
 
Original & Outstanding
   
Final maturity
 
2013
Tamsa
Bank loans
    420       2014  
Mainly 2013
Siderca
Bank loans
    217    
Mainly 2014
 
January 2012
Confab
Syndicated
    193    
January 2017(**)
 
                     
                     

 (**) The main covenants on these loan agreements are limitations on liens and encumbrances, limitations on the sale of certain assets, restrictions on investments, compliance with financial ratios (i.e., leverage ratio and interest coverage ratio) and restrictions on amendments.

As of December 31, 2013, Tenaris was in compliance with all of its covenants.

The weighted average interest rates before tax shown below were calculated using the rates set for each instrument in its corresponding currency as of December 31, 2013 and 2012 (considering hedge accounting where applicable).
      2013 (*)     2012  
Total borrowings
    7.50 %     2.60 %


(*) The increase in weighted average interest rates is explained by an increase in the proportion of unhedged, ARS-denominated debt. This represented 25.9 % of total borrowings as of December 31, 2013 and 3.4% as of December 31, 2012. Tenaris estimates that the impact of ARS depreciation on the ARS-denominated debt balance during 2013 has been equivalent to a reduction of 7.05% to its weighted average interest rate before tax. This impact is posted under net foreign exchange results in Other Financial Results.

Breakdown of long-term borrowings by currency and rate is as follows:

Non current borrowings
     
Year ended December 31,
 
Currency
Interest rates
 
2013
   
2012
 
USD
Variable
    218,134       510,892  
ARS
Fixed
    20,778       13,491  
Others
Variable
    1,347       1,206  
Others
Fixed
    5,959       6,818  
Total non current borrowings
      246,218       532,407  

Breakdown of short-term borrowings by currency and rate is as follows:

Current borrowings
 
     
Year ended December 31,
 
Currency
Interest rates
 
2013
   
2012
 
USD
Variable
    24,823       240,894  
USD
Fixed
    25,019       104,845  
EURO
Variable
    38,279       179,549  
EURO
Fixed
    8,432       65,107  
MXN
Fixed
    366,380       339,683  
ARS
Fixed
    215,429       239,446  
ARS
Variable
    4,394       32,650  
Others
Variable
    953       227  
Others
Fixed
    1,008       9,384  
Total current borrowings
      684,717       1,211,785  

 
 
- 36 -

 

 
21           Deferred income tax
 
Deferred income taxes are calculated in full on temporary differences under the liability method using the tax rate of each country.
 
The evolution of deferred tax assets and liabilities during the year are as follows:

Deferred tax liabilities
   
Fixed assets
   
Inventories
   
Intangible and Other (*)
   
Total
 
       
At the beginning of the year
    335,484       15,269       530,437       881,190  
Translation differences
    (1,703 )     -       (223 )     (1,926 )
                                 
Charged directly to Other Comprehensive Income
    -       -       11,441       11,441  
                                 
Income statement charge
    26,427       6,257       6,564       39,248  
At December 31, 2013
    360,208       21,526       548,219       929,953  

   
Fixed assets
   
Inventories
   
Intangible and Other (*)
   
Total
 
                         
At the beginning of the year
    354,053       25,739       578,307       958,099  
Translation differences
    541       -       (239 )     302  
Increase due to business combinations
    636       -       -       636  
Charged directly to Other Comprehensive Income
    -       -       (1,429 )     (1,429 )
Income statement credit
    (19,746 )     (10,470 )     (46,202 )     (76,418 )
At December 31, 2012
    335,484       15,269       530,437       881,190  

(*) Includes the effect of currency translation on tax base explained in Note 8

Deferred tax assets

   
Provisions and allowances
   
Inventories
   
Tax losses
   
Other
   
Total
 
       
At the beginning of the year
    (56,406 )     (183,560 )     (23,141 )     (105,409 )     (368,516 )
Translation differences
    6,104       1,311       -       (843 )     6,572  
Increase due to consolidation of joint operations
    (17 )     -       -       (1,442 )     (1,459 )
Charged directly to Other Comprehensive Income
    753       -       -       (7,807 )     (7,054 )
Income statement charge / (credit)
    (4,070 )     20,007       (2,669 )     (18,818 )     (5,550 )
At December 31, 2013
    (53,636 )     (162,242 )     (25,810 )     (134,319 )     (376,007 )


   
Provisions and allowances
   
Inventories
   
Tax losses
   
Other
   
Total
 
       
At the beginning of the year
    (70,388 )     (171,465 )     (35,196 )     (105,912 )     (382,961 )
Translation differences
    2,301       647       -       (199 )     2,749  
Increase due to business combinations
    (45 )     (189 )     -       -       (234 )
Charged directly to Other Comprehensive Income
    -       -       -       (1,668 )     (1,668 )
Income statement charge / (credit)
    11,726       (12,553 )     12,055       2,370       13,598  
At December 31, 2012
    (56,406 )     (183,560 )     (23,141 )     (105,409 )     (368,516 )

 
 
- 37 -

 


21           Deferred income tax (Cont)
 
Deferred tax liabilities (Cont)

The recovery analysis of deferred tax assets and deferred tax liabilities is as follows:

   
Year ended December 31,
 
   
2013
   
2012
 
       
Deferred tax assets to be recovered after 12 months
    (119,488 )     (111,616 )
Deferred tax liabilities to be recovered after 12 months
    877,524       867,181  

Deferred income tax assets and liabilities are offset when (1) there is a legally enforceable right to set-off current tax assets against current tax liabilities and (2) when the deferred income taxes relate to the same fiscal authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. The following amounts, determined after appropriate set-off, are shown in the Consolidated Statement of Financial Position:

   
Year ended December 31,
 
   
2013
   
2012
 
       
Deferred tax assets
    (197,159 )     (215,867 )
Deferred tax liabilities
    751,105       728,541  
      553,946       512,674  

The movement on the net deferred income tax liability account is as follows:

   
Year ended December 31,
 
   
2013
   
2012
 
       
At the beginning of the year
    512,674       575,138  
Translation differences
    4,646       3,051  
Charged directly to Other Comprehensive Income
    4,387       (3,097 )
Income statement credit
    33,698       (62,820 )
Increase due to business combinations
    -       402  
Increase due to consolidation of joint operations
    (1,459 )     -  
At the end of the period
    553,946       512,674  

22           Other liabilities
 
(i)           Other liabilities – Non current

   
Year ended December 31
 
   
2013
   
2012
 
Post-employment benefits
    169,215       184,323  
Other-long term benefits
    82,439       68,771  
Taxes Payable
    -       2,065  
Miscellaneous
    25,603       47,285  
      277,257       302,444  

 
 
- 38 -

 
 
 
22           Other liabilities (Cont)
 
(i)           Other liabilities – Non current

Post-employment benefits

§
Unfunded
 

   
Year ended December 31
 
   
2013
   
2012
 
Values at the beginning of the period
    131,475       120,484  
Current service cost
    18,373       12,348  
Interest cost
    7,220       3,709  
Curtailments and settlements
    1,212       -  
Remeasurements (*)
    (3,403 )     2,140  
Translation differences
    (1,561 )     (1,143 )
Increase due to business combinations
    -       1,189  
Benefits paid from the plan
    (15,299 )     (9,342 )
Other
    (1,086 )     2,090  
At the end of the year
    136,931       131,475  

(*) For 2013, loss of $3.0 million attributable to demographic assumptions and a gain of $6.4 million attributable to financial assumptions.

The principal actuarial assumptions used were as follows:

   
Year ended December 31,
 
   
2013
   
2012
 
Discount rate
    3% - 7 %     3% - 7 %
Rate of compensation increase
    3% - 7 %     2% - 5 %

As of December 31, 2013, an increase / (decrease) of 1% in the discount rate assumption would have generated an impact on the defined benefit obligation of $5.5 million and $6.2 million and an increase / (decrease) of 1% in the rate of compensation assumption would have generated an impact on the defined benefit obligation of $4.5 million and $4.1 million. The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
 
§
Funded
 
The amounts recognized in the statement of financial position for the current annual period and the previous annual period are as follows:

   
Year ended December 31,
 
      2103       2012  
Present value of funded obligations
    177,433       191,154  
Fair value of plan assets
    (145,777 )     (140,550 )
(Assets) / Liability (*)
    31,656       50,604  

 (*) In 2013 and 2012, $0.6 million and $2.2 million corresponding to an overfunded plan were reclassified within other non-current assets, respectively.

 
 
- 39 -

 


22           Other liabilities (Cont.)

(i)           Other liabilities – Non current (Cont)

The movement in the present value of funded obligations is as follows:
 
   
Year ended December 31,
 
   
2013
   
2012
 
At the beginning of the year
    191,154       172,116  
Translation differences
    (3,208 )     (62 )
Current service cost
    430       5,148  
Interest cost
    7,366       7,921  
Remeasurements (*)
    (7,174 )     14,211  
Benefits paid
    (11,135 )     (9,636 )
Other
    -       1,456  
At the end of the year
    177,433       191,154  

(*) For 2013, loss of  $7.5 million attributable to demographic assumptions and a gain of  $14.7 million attributable to financial assumptions.

The movement in the fair value of plan assets is as follows:
 
   
Year ended December 31,
 
   
2013
   
2012
 
At the beginning of the year
    (140,550 )     (134,581 )
Expected  return on plan assets
    (2,489 )     (8,318 )
Remeasurements
    (7,737 )     (2,908 )
Translation differences
    1,632       1,588  
Contributions paid to the plan
    (7,821 )     (5,972 )
Benefits paid from the plan
    11,135       9,636  
Other
    53       5  
At the end of the year
    (145,777 )     (140,550 )

The major categories of plan assets as a percentage of total plan assets are as follows:

   
At December, 31
 
   
2013
   
2012
 
Equity instruments
    47.5 %     40.0 %
Debt instruments
    52.5 %     43.0 %
Others
    -       17.0 %

The principal actuarial assumptions used were as follows:
 
   
Year ended December 31,
 
   
2013
   
2012
 
Discount rate
    4% - 5 %     4% - 5 %
Rate of compensation increase
    3% - 4 %     3% - 4 %

 
 
- 40 -

 

 
22           Other liabilities (Cont.)

(i)           Other liabilities – Non current (Cont)

The expected return on plan assets is determined by considering the expected returns available on the assets underlying the current investment policy. Expected return on plan assets is determined based on long-term, prospective rates of return as of the end of the reporting period.

As of December 31, 2013, an increase / (decrease) of 1% in the discount rate assumption would have generated an impact on the defined benefit obligation of $21.1 million and $24.7 million and an increase / (decrease) of 1% in the discount rate assumption would have generated an impact on the defined benefit obligation of $2.0 million and $1.9 million. The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated

The employer contributions expected to be paid for the year 2014 amounts approximately to $8.0 million.

(ii)           Other liabilities –current

   
Year ended December 31,
 
   
2013
   
2012
 
Payroll and social security payable
    207,425       261,223  
Liabilities with related parties
    22       4,023  
Derivative financial instruments
    8,268       14,031  
Miscellaneous
    35,282       39,551  
      250,997       318,828  

23           Non-current allowances and provisions

(i)           Deducted from non current receivables
 
   
Year ended December 31
 
   
2013
   
2012
 
Values at the beginning of the year
    (2,995 )     (3,445 )
Translation differences
    740       450  
Additional provisions
    (752 )     -  
                 
Used
    28       -  
Values at the end of the year
    (2,979 )     (2,995 )

(ii)           Liabilities
 
   
Year ended December 31
 
   
2013
   
2012
 
Values at the beginning of the year
    67,185       72,975  
Translation differences
    (8,065 )     (4,427 )
Additional provisions
    20,852       10,871  
Reclassifications
    (3,387 )     -  
Used
    (9,840 )     (12,234 )
Increase due to the consolidation of joint operations
    50       -  
Values at the end of the year
    66,795       67,185  

 
 
- 41 -

 

 
24                 Current allowances and provisions

(i)           Deducted from assets
 
Year ended December 31, 2013
 
Allowance for doubtful accounts - Trade receivables
   
Allowance for other doubtful accounts - Other receivables
   
Allowance for inventory obsolescence
 
                   
Values at the beginning of the year
    (29,143 )     (10,516 )     (185,168 )
Translation differences
    (17 )     1,282       1,589  
Additional allowances
    (23,236 )     (956 )     (70,970 )
Increase due to the consolidation of joint operations
    (7 )     -       -  
Used
    1,249       794       25,784  
At December 31, 2013
    (51,154 )     (9,396 )     (228,765 )
                         
                         
Year ended December 31, 2012
 
Allowance for doubtful accounts - Trade receivables
   
Allowance for other doubtful accounts - Other receivables
   
Allowance for inventory obsolescence
 
                         
Values at the beginning of the year
    (25,949 )     (5,680 )     (152,737 )
Translation differences
    (65 )     359       985  
Additional allowances
    (3,840 )     (5,936 )     (49,907 )
Increase due to business combinations
    (269 )     -       (604 )
Used
    980       741       17,095  
At December 31, 2012
    (29,143 )     (10,516 )     (185,168 )

 (ii)           Liabilities
Year ended December 31, 2013
 
Sales risks
   
Other claims and contingencies
   
Total
 
                   
Values at the beginning of the year
    14,112       12,846       26,958  
Translation differences
    (335 )     490       155  
Additional allowances
    8,512       2,063       10,575  
Reclassifications
    366       3,021       3,387  
Used
    (12,985 )     (2,492 )     (15,477 )
Increase due to the consolidation of joint operations
    -       117       117  
At December 31, 2013
    9,670       16,045       25,715  
                         
Year ended December 31, 2012
 
Sales risks
   
Other claims and contingencies
   
Total
 
                         
Values at the beginning of the year
    11,286       22,319       33,605  
Translation differences
    (82 )     245       163  
Additional allowances / (reversals)
    16,619       (6,995 )     9,624  
Reclassifications
    344       (354 )     (10 )
Used
    (14,055 )     (2,369 )     (16,424 )
At December 31, 2012
    14,112       12,846       26,958  

 
 
- 42 -

 
 
 
25           Derivative financial instruments
 
Net fair values of derivative financial instruments
 
The net fair values of derivative financial instruments disclosed within Other Receivables and Other Liabilities at the reporting date, in accordance with IAS 39, are:
   
Year ended December 31,
 
 
 
2013
   
2012
 
Foreign exchange derivatives contracts
    9,273       17,852  
Contracts with positive fair values
    9,273       17,852  
                 
Foreign exchange derivatives contracts
    (8,268 )     (14,031 )
Contracts with negative fair values
    (8,268 )     (14,031 )
Total
    1,005       3,821  
 
 
Foreign exchange derivative contracts and hedge accounting
 
Tenaris applies hedge accounting to certain cash flow hedges of highly probable forecast transactions. The net fair values of exchange rate derivatives, including embedded derivatives and those derivatives that were designated for hedge accounting as of December 2013 and 2012, were as follows:

       
Fair Value
   
Hedge Accounting Reserve
 
Purchase currency
Sell currency
Term
 
2013
   
2012
   
2013
   
2012
 
ARS
USD
2014
    -       1,301       -       (4,043 )
USD
BRL
2014
    5,604       824       -       (818 )
EUR
BRL
2014
    411       1,272       244       2,913  
USD
EUR
2014
    (456 )     (223 )     (21 )     -  
USD
CAD
2014
    72       (105 )     -       -  
USD
MXN
2014
    (510 )     148       (2 )     -  
MXN
USD
2014
    (3,285 )     1,324       (101 )     (563 )
USD
COP
2014
    (11 )     (847 )     -       -  
JPY
USD
2014
    (675 )     (202 )     -       -  
Others
        (145 )     329       -       (349 )
Total
        1,005       3,821       120       (2,860 )
                                     

Following is a summary of the hedge reserve evolution:

   
Equity Reserve Dec-11
   
Movements 2012
   
Equity Reserve Dec-12
   
Movements 2013
   
Equity Reserve Dec-13
 
Foreign Exchange
    (8,211 )     5,351       (2,860 )     2,980       120  
Total Cash flow Hedge
    (8,211 )     5,351       (2,860 )     2,980       120  

Tenaris estimates that the cash flow hedge reserve at December 31, 2013 will be recycled to the Consolidated Income Statement during 2014.

 
 
- 43 -

 
 
 
26           Contingencies, commitments and restrictions on the distribution of profits

Contingencies

Tenaris is from time to time subject to various claims, lawsuits and other legal proceedings, including customer claims, in which third parties are seeking payment for alleged damages, reimbursement for losses or indemnity. Some of these claims, lawsuits and other legal proceedings involve highly complex issues, and often these issues are subject to substantial uncertainties. Accordingly, the potential liability with respect to a large portion of such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Management with the assistance of legal counsel periodically reviews the status of each significant matter and assesses potential financial exposure. If a potential loss from a claim, lawsuit or proceeding is considered probable and the amount can be reasonably estimated, a provision is recorded. Accruals for loss contingencies reflect a reasonable estimate of the losses to be incurred based on information available to management as of the date of preparation of the financial statements, and take into consideration Tenaris’ litigation and settlement strategies. The Company believes that the aggregate provisions recorded for potential losses in these financial statements (Notes 23 and 24) are adequate based upon currently available information. However, if management’s estimates prove incorrect, current reserves could be inadequate and Tenaris could incur a charge to earnings which could have a material adverse effect on Tenaris’ results of operations, financial condition, net worth and cash flows.

Tax assessment in Italy

A Tenaris Italian company received on December 24, 2012 a tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2007. On February 21, 2013, the company filed an appeal to this assessment with the tax court in Milan. The assessment is for an estimated amount of EUR281 million (approximately $388 million), comprising EUR76million (approximately $105 million)  in principal and EUR205 million (approximately $283 million) in interest and penalties, as of December 31, 2013. The hearing on this appeal was held on October 18, 2013, and the tax court’s decision is currently pending. On December 24, 2013 the company received a new tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2008. On February 20, 2014, the company filed an appeal to the 2008 assessment with the tax court in Milan. This second assessment is for an estimated amount of EUR247 million (approximately $341 million), comprising EUR67 million (approximately $92 million)  in principal and EUR180 million (approximately $248 million) in interest and penalties, as of December 31, 2013.Tenaris believes, based and confirmed by tax expert’s opinions, that it is not probable that the ultimate resolution of the matter will result in a material obligation.

Commitments

Set forth is a description of Tenaris’s main outstanding commitments:
 
§
A Tenaris company is a party to a contract with Nucor Corporation under which it is committed to purchase on a monthly basis a minimum volume of hot-rolled steel coils at prices that are negotiated annually by reference to  prices to comparable Nucor customers. The contract became effective in May 2013 and will be in force until December 2017; provided, however, that either party may terminate the contract at any time after January 1, 2015 with 12-month prior notice. As of December 31, 2013, the estimated aggregate contract amount through December 31, 2015, calculated at current prices, is approximately $556 million.

§
A Tenaris company entered into a contract with Siderar, a subsidiary of the Company’s affiliate 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 to 2018, and Siderar has the obligation to take or pay this volume. The amount of this gas supply agreement totals approximately $66 million.

§
A Tenaris company, entered into various contracts with suppliers for a current total amount of approximately $236 million related to the investment plan to expand US operations with the installation of a state-of-the-art seamless pipe mill, heat treatment and premium threading facilities. 

 
 
- 44 -

 

 
26           Contingencies, commitments and restrictions on the distribution of profits

Restrictions to the distribution of profits and payment of dividends

As of December 31, 2013, 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, 2013
    21,899,189  
Total equity in accordance with Luxembourg law
    23,807,513  

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, 2013, 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.

At December 31, 2013, distributable amount under Luxembourg law totals $22.5 billion, as detailed below.

(all amounts in thousands of U.S. dollars)
     
Retained earnings at December 31, 2012 under Luxembourg law
    22,411,870  
Other income and expenses for the year ended December 31, 2013
    (5,050 )
Dividends approved
    (507,631 )
Retained earnings at December 31, 2013 under Luxembourg law
    21,899,189  
Share premium
    609,733  
Distributable amount at December 31, 2013 under Luxembourg law
    22,508,922  

27           Business combinations, other acquisitions and investments

Mexican Power Plant Investment
 
Following the execution of an August 2013 memorandum of understanding for the construction and operation of a natural gas-fired combined cycle electric power plant in the Pesquería area of the State of Nuevo León, Mexico, as of February 2014, Tenaris, Ternium and Tecpetrol International S.A. (a wholly-owned subsidiary of San Faustin S.A., the controlling shareholder of both Tenaris and Ternium) have completed their initial investments in Techgen, S.A. de C.V., a Mexican project company owned 48% by Ternium, 30% by Tecpetrol and 22% by Tenaris.  Tenaris and Ternium have also agreed to enter into power supply and transportation agreements with Techgen, pursuant to which Ternium and Tenaris will contract 78% and 22%, respectively, of Techgen’s power capacity of between 850 and 900 megawatts.

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

 
 
- 45 -

 

 
27           Business combinations and other acquisitions (Cont.)

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

This acquisition was 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’s total voting capital and 13.8% of Usiminas’s 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 Previdência Usiminas, formerly known as Caixa dos Empregados da Usiminas, an Usiminas employee fund, governing the parties’ rights within the Usiminas control group. As a result of these transactions, the control group, which holds 329.4 million ordinary shares representing the majority of Usiminas’s voting rights, is now formed as follows: Nippon Group 47.2%, Ternium/Tenaris Group 42.4%, and Previdência Usiminas 10.4%. The rights of Ternium and its subsidiaries and Confab within the Ternium/Tenaris Group are governed under a separate shareholders agreement.

Upon completion of its purchase price allocation procedures, in 2012, the  Company determined a goodwill included within the investment balance of $142.7 million. An impairment test over the investment in Usiminas was performed as of December 31, 2012, and subsequently the goodwill of such investment was written down by $73.7 million. The impairment was mainly due to expectations of a weaker industrial environment in Brazil, where industrial production and consequently steel demand have been suffering downward adjustments. In addition, a higher degree of uncertainty regarding future prices of iron ore led to a reduction in the forecast of long term iron ore prices that affected cash flow expectations.

To determine the recoverable value, the value in use was used, which was calculated as the present value of the expected cash flows, considering the expected prices for the years covered by the projection. As of December 31, 2012 the discount rate used to test the investment in Usiminas for impairment was 9.6%. As of December 31, 2012, following the impairment charges, the Company’s investment in Usiminas amounted to $346.9 million.

On February 13,  2014,  Usiminas published its annual accounts as of and for the year ended December 31, 2013, which state that revenues, post-tax losses from continuing operations and net assets amounted to $5.971 million, $75 million and $7.134 million, respectively. As of December 31, 2013, the Company’s investment in Usiminas, amounted to $298.5 million. This amount includes Goodwill and other tangible and intangible  assets allocated in the purchase price for $44 million and $73.8 million, respectively.
 
 
In 2013, Confab was notified of a lawsuit filed in Brazil by Companhia Siderúrgica Nacional (CSN) and various entities affiliated with CSN against Confab and the other entities acquiring Usiminas shares in the January 2012 transaction.

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’s control group, and Confab would have a 17.9% share in the offer.

On September 23, 2013, the first instance court issued its decision finding in favour of Confab and the other defendants and dismissing the CSN lawsuit. Such decision is not final and is subject to appeal. 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 and, more recently, the first instance court decision on this matter referred to above. Accordingly, no provision was recorded in these Consolidated Financial Statements.

Confab delisting
 
Following a proposal by shareholders representing 32.6% of the shares held by the public in its controlled Brazilian subsidiary Confab, on March 22, 2012, Tenaris launched a delisting tender offer to acquire all of the ordinary and preferred shares held by the public in Confab for a price in cash of BRL 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.
 
 
 
- 46 -

 

 
27           Business combinations and other acquisitions (Cont.)

Confab delisting (Cont.)

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 BRL 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.
 
Tenaris later acquired additional shares representing approximately 2.3% of Confab at the same price paid in the auction of the offer and 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). Confab became a wholly-owned subsidiary of Tenaris.
 
Tenaris’s total investment in Confab shares pursuant to these transactions amounted to approximately $758.5 million.
 
Business combinations

In August 2012, Tenaris acquired 100% of the shares of Filettature attrezzature speciali tubolari S.R.L. (“Fast”), for a purchase price of $21.4 million. Net equity acquired amounts to $19.9 million (mainly cash and cash equivalents for $14.9 million and fixed assets for $6.3 million).
 
Had this transaction been consummated on January 1, 2012, then Tenaris’s unaudited pro forma net sales and net income from continuing operations would not have changed materially.

28           Cash flow disclosures
     
Year ended December 31,
 
(i)
Changes in working capital
 
2013
   
2012
   
2011
 
 
Inventories
    287,874       (174,670 )     (335,337 )
 
Receivables and prepayments
    62,114       (26,285 )     122,419  
 
Trade receivables
    129,939       (166,985 )     (456,874 )
 
Other liabilities
    (151,578 )     6,202       (30,058 )
 
Customer advances
    (77,099 )     78,446       (16,168 )
 
Trade payables
    (62,470 )     (19,720 )     66,378  
        188,780       (303,012 )     (649,640 )
                           
(ii)
Income tax accruals less payments
                       
 
Tax accrued
    627,877       541,558       475,370  
 
Taxes paid
    (502,461 )     (702,509 )     (354,466 )
        125,416       (160,951 )     120,904  
                           
 
Interest accrued
    37,356       22,048       21,567  
 
Interest received
    42,091       41,996       38,399  
 
Interest paid
    (109,170 )     (89,349 )     (84,846 )
        (29,723 )     (25,305 )     (24,880 )
                           
(iv)
Cash and cash equivalents
                       
 
Cash at banks, liquidity funds and short - term investments
    614,529       828,458       823,743  
 
Bank overdrafts
    (16,384 )     (55,802 )     (8,711 )
        598,145       772,656       815,032  

As of December 31, 2013, 2012 and 2011, the components of the line item “other, including currency translation adjustment” are immaterial to net cash provided by operating activities.
 
 
 
- 47 -

 

 
29           Related party transactions

As of December 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 December 31, 2013, the closing price of Ternium’s ADSs as quoted on the New York Stock Exchange was $31.3 per ADS, giving Tenaris’s ownership stake a market value of approximately $719 million. At December 31, 2013, the carrying value of Tenaris’ ownership stake in Ternium, based on Ternium’s IFRS financial statements, was approximately $602.3 million. See Section II.B.2.

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”. The following transactions were carried out with related parties:

 
 (all amounts in thousands of U.S. dollars)
 
Year ended December 31
 
     
2013
   
2012
   
2011
 
(i)
Transactions
           
 
(a) Sales of goods and services
                 
 
Sales of goods to associated parties
    35,358       43,501       39,476  
 
Sales of goods to other related parties
    115,505       77,828       106,781  
 
Sales of services to associated parties
    15,439       14,583       14,732  
 
Sales of services to other related parties
    5,035       4,000       4,740  
        171,337       139,912       165,729  
                           
 
(b) Purchases of goods and services
                       
 
Purchases of goods to associated parties
    320,000       444,742       170,675  
 
Purchases of goods to other related parties
    14,828       19,745       22,134  
 
Purchases of services to associated parties
    56,820       112,870       88,707  
 
Purchases of services to other related parties
    100,677       87,510       113,764  
        492,325       664,867       395,280  

 
 (all amounts in thousands of U.S. dollars)
 
At December 31,
 
     
2013
   
2012
 
(ii)
Period-end balances
           
 
(a) Arising from sales / purchases of goods / services
           
 
Receivables from associated parties
    30,416       64,125  
 
Receivables from other related parties
    30,537       20,389  
 
Payables to associated parties
    (33,503 )     (86,379 )
 
Payables to other related parties
    (8,323 )     (14,123 )
        19,127       (15,988 )
                   
 
(b) Financial debt
               
 
Borrowings from associated parties
    -       (3,909 )
 
Borrowings from other related parties
    -       (2,212 )
        -       (6,121 )
                   

 
 
- 48 -

 

 
29           Related party transactions

Directors’ and senior management compensation

During the years ended December 31, 2013, 2012 and 2011, the cash compensation of Directors and Senior managers amounted to $27.1 million, $24.1 million and $25.7 million respectively. In addition, Directors and Senior managers received 534, 542 and 555 thousand units for a total amount of $5.6 million, $5.2 million and $4.9 million respectively in connection with the Employee retention and long term incentive program mentioned in Note O (2).

30           Principal subsidiaries

The following is a list of Tenaris’s principal subsidiaries and its direct and indirect percentage of ownership of each controlled company at December 31, 2013.

Company
Country of Incorporation
Main activity
 
Percentage of ownership at December 31, (*)
 
       
2013
   
2012
   
2011
 
ALGOMA TUBES INC.
Canada
Manufacturing of seamless steel pipes
    100 %     100 %     100 %
CONFAB INDUSTRIAL S.A. and subsidiaries (a)
Brazil
Manufacturing of welded steel pipes and capital goods
    100 %     100 %     41 %
DALMINE S.p.A.
Italy
Manufacturing of seamless steel pipes
    99 %     99 %     99 %
HYDRIL COMPANY and subsidiaries (except detailed) (b)
USA
Manufacturing and marketing of premium connections
    100 %     100 %     100 %
INVERSIONES BERNA S.A.
Chile
Financial Company
    100 %     100 %     100 %
MAVERICK TUBE CORPORATION and subsidiaries (except detailed)
USA
Manufacturing of welded steel pipes
    100 %     100 %     100 %
NKKTUBES
Japan
Manufacturing of seamless steel pipes
    51 %     51 %     51 %
PT SEAMLESS PIPE INDONESIA JAYA
Indonesia
Manufacturing of seamless steel products
    77 %     77 %     77 %
PRUDENTIAL STEEL ULC
Canada
Manufacturing of welded steel pipes
    100 %     100 %     100 %
S.C. SILCOTUB S.A.
Romania
Manufacturing of seamless steel pipes
    100 %     100 %     100 %
SIAT S.A.
Argentina
Manufacturing of welded and seamless steel pipes
    100 %     100 %     82 %
SIDERCA S.A.I.C. and subsidiaries (except detailed) (c)
Argentina
Manufacturing of seamless steel pipes
    100 %     100 %     100 %
TALTA - TRADING E MARKETING SOCIEDADE UNIPESSOAL LDA.
Madeira
Trading and holding Company
    100 %     100 %     100 %
TENARIS FINANCIAL SERVICES S.A.
Uruguay
Financial company
    100 %     100 %     100 %
TENARIS GLOBAL SERVICES (CANADA) INC.
Canada
Marketing of steel products
    100 %     100 %     100 %
TENARIS GLOBAL SERVICES (PANAMA) S.A. - Suc. Colombia
Colombia
Marketing of steel products
    100 %     100 %     100 %
TENARIS GLOBAL SERVICES (U.S.A.) CORPORATION
USA
Marketing of steel products
    100 %     100 %     100 %
TENARIS GLOBAL SERVICES NIGERIA LIMITED
Nigeria
Marketing of steel products
    100 %     100 %     100 %
TENARIS GLOBAL SERVICES NORWAY A.S.
Norway
Marketing of steel products
    100 %     100 %     100 %
TENARIS GLOBAL SERVICES S.A. and subsidiaries (d)
Uruguay
Holding company and marketing of steel products
    100 %     100 %     100 %
TENARIS GLOBAL SERVICES (UK) LTD
United Kingdom
Marketing of steel products
    100 %     100 %     100 %
TENARIS INVESTMENTS  S.a.r.l.
Luxembourg
Holding Company
    100 %     100 %     100 %
TENARIS INVESTMENTS S.ar.l., Zug Branch
Switzerland
Financial services
    100 %     100 %     100 %
TENARIS INVESTMENTS SWITZERLAND AG and subsidiaries (except detailed)
Switzerland
Holding Company
    100 %     100 %     100 %
TUBOS DE ACERO DE MEXICO S.A.
Mexico
Manufacturing of seamless steel pipes
    100 %     100 %     100 %
TUBOS DEL CARIBE LTDA.
Colombia
Manufacturing of welded steel pipes
    100 %     100 %     100 %

(*) All percentages rounded.

(a) For 2011, Tenaris holds 99% of the voting shares of Confab Industrial S.A.
(b) Tenaris holds 100% of Hydril's subsidiaries shares except for Technical Drilling & Production Services Nigeria. Ltd where it holds 80% for 2013 and 60% for 2012 and 2011.
(c) For 2013, Tenaris holds 100% of Siderca's subsidiaries. For 2012 and 2011, Tenaris holds 100% of Siderca's subsidiaries except for Scrapservice S.A where it holds 75%.
(d) Tenaris holds 97.5% of Tenaris Supply Chain S.A, 95% of Tenaris Saudi Arabia Limited, 60% of Gepnaris S.A. and 40% of Tubular Technical Services and Pipe Coaters, and 49% of Amaja Tubular Services Limited.
 
 
 
- 49 -

 
 
 
31         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 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. Venezuela did not pay any compensation for these 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. The parties to the arbitration have had several exchanges of written pleadings. The final hearing on jurisdiction and the merits was held from January 31, 2013 to February 7, 2014. Following the holding of a further hearing for the examination of certain legal experts provisionally scheduled for May 2014, and the submission of post-hearing briefs, the arbitral tribunal will deliberate and issue a decision.

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. The tribunal in these proceedings was constituted in July 2013. Tenaris and Talta submitted their memorial on jurisdiction and the merits in October 2013. The parties to the arbitration will exchange one round of jurisdictional submissions in early 2014 and the tribunal has reserved the right to hold a jurisdictional hearing after reviewing the parties' written submissions. This hearing has provisionally been scheduled for July 2014.

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 December 31, 2013 for a total amount of approximately $25 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.

 
 
- 50 -

 

 
32           Fees paid to the Company's principal accountant

Total fees accrued for professional services rendered by PwC Network firms to Tenaris S.A. and its subsidiaries are detailed as follows:

(all amounts in thousands of U.S. dollars)
 
Year ended December 31,
 
   
2013
   
2012
   
2011
 
Audit Fees
    5,723       5,446       5,398  
Audit-Related Fees
    143       335       99  
Tax Fees
    117       137       151  
All Other Fees
    51       32       4  
Total
    6,034       5,950       5,652  

33           Subsequent event
 
Annual Dividend Proposal
On February 20, 2014 the Company’s board of directors proposed, for the approval of the Annual General Shareholders' meeting to be held on May 7, 2014, the payment of an annual dividend of $0.43 per share ($0.86 per ADS), or approximately $508 million, which includes the interim dividend of $0.13 per share ($0.26 per ADS) or approximately $153.5 million, paid on November 21, 2013. If the annual dividend is approved by the shareholders, a dividend of $0.30 per share ($0.60 per ADS), or approximately $354 million will be paid on May 22, 2014, with an ex-dividend date of May 19, 2014. These Consolidated Financial Statements do not reflect this dividend payable.


 
 
 
Edgardo Carlos
 
 
Chief Financial Officer
 
 

- 51 -