tenaris6k.htm
 


FORM 6 - K



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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


As of August 01, 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 Ö   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 Ö

 
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 Condensed Interim Financial Statements for the six-month period ended June 30, 2014.

SIGNATURE




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



Date: August 1, 2014



Tenaris, S.A.




 
By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary
 
 
 

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2014

 
TENARIS S.A.





CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS


JUNE 30, 2014











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

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2014
 
CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT

(all amounts in thousands of U.S. dollars, unless otherwise stated)
       
Three-month period ended June 30,
   
Six-month period ended June 30,
 
   
Notes
   
2014
   
2013
   
2014
   
2013
 
Continuing operations
       
(Unaudited)
   
(Unaudited)
 
Net sales
    3       2,660,882       2,829,270       5,240,826       5,507,575  
Cost of sales
    4       (1,590,888 )     (1,714,443 )     (3,117,922 )     (3,359,875 )
Gross profit
            1,069,994       1,114,827       2,122,904       2,147,700  
Selling, general and administrative expenses
    5       (518,237 )     (529,329 )     (1,007,097 )     (1,004,894 )
Other operating income (expense), net
            (2,475 )     (7,302 )     (755 )     (11,025 )
Operating income
            549,282       578,196       1,115,052       1,131,781  
Interest income
    6       9,944       6,870       19,006       12,951  
Interest expense
    6       (10,618 )     (16,620 )     (23,621 )     (30,529 )
Other financial results
    6       1,144       (955 )     47,578       (2,336 )
Income before equity in earnings of associated companies and income tax
            549,752       567,491       1,158,015       1,111,867  
Equity in earnings of associated companies
            14,367       11,869       33,188       24,066  
Income before income tax
            564,119       579,360       1,191,203       1,135,933  
Income tax
            (144,219 )     (149,795 )     (343,284 )     (283,651 )
Income for the period
            419,900       429,565       847,919       852,282  
                                         
Attributable to:
                                       
Owners of the parent
            407,885       417,828       830,390       842,605  
Non-controlling interests
            12,015       11,737       17,529       9,677  
              419,900       429,565       847,919       852,282  
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       1,180,537  
Continuing operations
                                       
Basic and diluted earnings per share (U.S. dollars per share)
            0.35       0.35       0.70       0.71  
Basic and diluted earnings per ADS (U.S. dollars per ADS) (1)
            0.69       0.71       1.41       1.43  

 (1) Each ADS equals two shares.

CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

(all amounts in thousands of U.S. dollars)
 
Three-month period ended June 30,
   
Six-month period ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
   
(Unaudited)
   
(Unaudited)
 
Income for the period
    419,900       429,565       847,919       852,282  
                                 
Items that will not be reclassified to profit or loss:
                               
Remeasurements of post employment benefit obligations
    4,428       -       4,428       -  
Income tax on items that will not be reclassified
    (1,165 )     -       (1,165 )     -  
      3,263       -       3,263       -  
Items that may be reclassified subsequently to profit or loss:
                               
Currency translation adjustment
    (1,598 )     (17,990 )     11,312       (40,811 )
Change in value of available for sale financial instruments and cash flow hedges
    2,020       1,981       618       5,219  
Share of other comprehensive income of associates:
                               
 - Currency translation adjustment
    12,078       (52,316 )     12,506       (47,779 )
 - Changes in the fair value of derivatives held as cash flow hedges
    (339 )     (599 )     (904 )     1,129  
Income tax relating to items that may be reclassified
    5       (8 )     33       679  
                                 
Other comprehensive income (loss) for the period, net of tax
    15,429       (68,932 )     26,828       (81,563 )
Total comprehensive income for the period
    435,329       360,633       874,747       770,719  
Attributable to:
                               
Owners of the parent
    423,386       348,751       857,273       761,099  
Non-controlling interests
    11,943       11,882       17,474       9,620  
      435,329       360,633       874,747       770,719  
 
 
The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2013.
 
 
1

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2014

CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

(all amounts in thousands of U.S. dollars)
       
At June 30, 2014
   
At December 31, 2013
 
   
Notes
   
(Unaudited)
       
ASSETS
                             
Non-current assets
                             
  Property, plant and equipment, net
    8       4,856,796             4,673,767        
  Intangible assets, net
    9       2,993,696             3,067,236        
  Investments in associated companies
            941,501             912,758        
  Other investments
            1,813             2,498        
  Deferred tax assets
            219,560             197,159        
  Receivables
            219,824       9,233,190       152,080       9,005,498  
Current assets
                                       
  Inventories
            2,774,035               2,702,647          
  Receivables and prepayments
            232,688               220,224          
  Current tax assets
            163,340               156,191          
  Trade receivables
            1,962,412               1,982,979          
  Available for sale assets
            21,572               21,572          
  Other investments
    10       1,727,405               1,227,330          
  Cash and cash equivalents
    10       642,382       7,523,834       614,529       6,925,472  
Total assets
                    16,757,024               15,930,970  
EQUITY
                                       
Capital and reserves attributable to owners of the parent
                    12,793,540               12,290,420  
Non-controlling interests
                    148,483               179,446  
Total equity
                    12,942,023               12,469,866  
LIABILITIES
                                       
Non-current liabilities
                                       
  Borrowings
            173,083               246,218          
  Deferred tax liabilities
            710,151               751,105          
  Other liabilities
            284,168               277,257          
  Provisions
            72,653       1,240,055       66,795       1,341,375  
                                         
Current liabilities
                                       
  Borrowings
            913,125               684,717          
  Current tax liabilities
            318,334               266,760          
  Other liabilities
            342,022               250,997          
  Provisions
            28,835               25,715          
  Customer advances
            92,041               56,911          
  Trade payables
            880,589       2,574,946       834,629       2,119,729  
Total liabilities
                    3,815,001               3,461,104  
Total equity and liabilities
                    16,757,024               15,930,970  

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2013.
 
 
2

 
Tenaris S.A.  Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2014

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


 
Attributable to owners of the parent
   
 
Share Capital (1)
Legal Reserves
Share Premium
Currency Translation Adjustment
Other Reserves
Retained Earnings  (2)
Total
Non-controlling interests
Total
                 
(Unaudited)
Balance at December 31, 2013
1,180,537
118,054
609,733
 (406,744)
 (305,758)
11,094,598
12,290,420
179,446
12,469,866
                   
Income for the period
 -
 -
 -
 -
 -
830,390
830,390
17,529
847,919
Currency translation adjustment
 -
 -
 -
11,382
 -
 -
11,382
 (70)
11,312
Remeasurements of post employment benefit obligations, net of taxes
 -
 -
 -
 -
3,254
 -
3,254
9
3,263
Change in value of available for sale financial instruments and cash flow hedges net of tax
 -
 -
 -
 -
645
 -
645
6
651
Share of other comprehensive income of associates
 -
 -
 -
12,506
 (904)
 -
11,602
 -
11,602
Other comprehensive income (loss) for the period
 -
 -
 -
23,888
2,995
 -
26,883
 (55)
26,828
Total comprehensive income for the period
 -
 -
 -
23,888
2,995
830,390
857,273
17,474
874,747
Acquisition of non-controlling interests
 -
 -
 -
 -
8
 -
8
 (148)
 (140)
Dividends paid in cash
 -
 -
 -
 -
 -
 (354,161)
 (354,161)
 (48,289)
 (402,450)
Balance at June 30, 2014
1,180,537
118,054
609,733
 (382,856)
 (302,755)
11,570,827
12,793,540
148,483
12,942,023


 
Attributable to owners of the parent
   
 
Share Capital (1)
Legal Reserves
Share Premium
Currency Translation Adjustment
Other Reserves
Retained Earnings
Total
Non-controlling interests
Total
                 
(Unaudited)
Balance at December 31, 2012
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 period
 -
 -
 -
 -
 -
842,605
842,605
9,677
852,282
Currency translation adjustment
 -
 -
 -
(40,754)
 -
 -
(40,754)
(57)
(40,811)
Hedge reserve, net of tax
 -
 -
 -
 -
5,898
 -
5,898
 -
5,898
Share of other comprehensive income of associates
 -
 -
 -
(47,779)
1,129
 -
(46,650)
 -
(46,650)
Other comprehensive (loss) income for the period
 -
 -
 -
(88,533)
7,027
 -
(81,506)
(57)
(81,563)
Total comprehensive income for the period
 -
 -
 -
 (88,533)
7,027
842,605
761,099
9,620
770,719
Acquisition of non-controlling interests
 -
 -
 -
 -
(10,552)
 -
(10,552)
2,784
(7,768)
Dividends paid in cash
 -
 -
 -
 -
 -
(354,161)
(354,161)
(18,529)
(372,690)
Balance at June 30, 2013
1,180,537
118,054
609,733
(405,364)
(317,822)
10,539,279
11,724,417
165,436
11,889,853


(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of USD1.00 per share. As of June 30, 2014 and 2013 there were 1,180,536,830 shares issued. All issued shares are fully paid.
(2) The Distributable Reserve and Retained Earnings as of December 31, 2013 calculated in accordance with Luxembourg Law are disclosed in Note 11.

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2013.
 
 
3

 
 
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS

(all amounts in thousands of U.S. dollars)
       
Six-month period ended June 30,
 
   
Notes
   
2014
   
2013
 
Cash flows from operating activities
       
(Unaudited)
 
Income for the period
          847,919       852,282  
Adjustments for:
                     
Depreciation and amortization
 
8 & 9
      305,743       296,972  
Income tax accruals less payments
          58,411       25,021  
Equity in earnings of associated companies
          (33,188 )     (24,066 )
Interest accruals less payments, net
          (18,056 )     (35,021 )
Changes in provisions
          8,978       (917 )
Changes in working capital
          33,362       72,457  
Other, including currency translation adjustment
          (24,839 )     (24,021 )
Net cash provided by operating activities
          1,178,330       1,162,707  
                       
Cash flows from investing activities
                     
Capital expenditures
 
8 & 9
      (412,222 )     (363,559 )
Advance to suppliers of property, plant and equipment
          (24,849 )     11,758  
Investment in associated companies
    12       (1,380 )     -  
Loan to associated companies
    12       (28,648 )     -  
Proceeds from disposal of property, plant and equipment and intangible assets
            6,606       6,746  
Dividends received from associated companies
            17,429       16,127  
Changes in investments in short terms securities
            (500,075 )     (468,656 )
Net cash used in investing activities
            (943,139 )     (797,584 )
                         
Cash flows from financing activities
                       
Dividends paid
    7       (354,161 )     (354,161 )
Dividends paid to non-controlling interest in subsidiaries
            (48,289 )     (18,529 )
Acquisitions of non-controlling interests
            (140 )     (7,768 )
Proceeds from borrowings (*)
            1,207,214       1,220,390  
Repayments of borrowings (*)
            (1,000,200 )     (1,354,772 )
Net cash used in financing activities
            (195,576 )     (514,840 )
                         
Increase (Decrease) in cash and cash equivalents
            39,615       (149,717 )
Movement in cash and cash equivalents
                       
At the beginning of the period
            598,145       772,656  
Effect of exchange rate changes
            2,064       (16,913 )
Increase (Decrease) in cash and cash equivalents
            39,615       (149,717 )
At June 30,
            639,824       606,026  
                         
           
At June 30,
 
Cash and cash equivalents
            2014       2013  
Cash and bank deposits
            642,382       618,435  
Bank overdrafts
            (2,558 )     (12,409 )
              639,824       606,026  

 (*) Mainly related to the renewal of short-term local facilities carried out during the six-month period ending June 30, 2014 and June 30,2013, respectively.
 
The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2013.
 
 
4

 

 
NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

1
General information
2
Accounting policies and basis of presentation
3
Segment information
4
Cost of sales
5
Selling, general and administrative expenses
6
Financial results
7
Dividend distribution
8
Property, plant and equipment, net
9
Intangible assets, net
10
Other investments and Cash and cash equivalents
11
Contingencies, commitments and restrictions to the distribution of profits
12
Other investment
13
Related party transactions
14
Fair value
   




 
5

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

1
General information

Tenaris S.A. (the "Company") was established as a public limited liability company (Société Anonyme) under the laws of the Grand-Duchy of Luxembourg on December 17, 2001. The Company holds, either directly or indirectly, controlling interests in various subsidiaries in the steel pipe manufacturing and distribution businesses. References in these Consolidated Condensed Interim Financial Statements to "Tenaris" refer to Tenaris S.A. and its consolidated subsidiaries. A list of the principal Company’s subsidiaries is included in Note 30 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2013.

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

These Consolidated Condensed Interim Financial Statements were approved for issuance by the Company’s board of directors on July 30, 2014.

2
Accounting policies and basis of presentation

These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies used in the preparation of these Consolidated Condensed Interim Financial Statements are consistent with those used in the audited Consolidated Financial Statements for the year ended December 31, 2013. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2013, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and adopted by the European Union (“EU”).

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

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

There were no changes in valuation techniques during the period and there have been no changes in the risk management department or in any risk management policies since the year ended December 31, 2013.

Whenever necessary, certain comparative amounts have been reclassified to conform to change in presentation in current period.

Accounting pronouncements applicable as from January 1, 2014 and relevant for Tenaris

IFRS 15, “Revenue from contracts with customers”

In May 2014, the IASB issued IFRS 15, "revenue from contracts with customers", which sets out the requirements in accounting for revenue arising from contracts with customers and which is based on the principle that revenue is recognized when control of a good or service is transferred to the customer. IFRS 15 must be applied annual periods beginning on or after January 1, 2017.
 
 
6

 

 
This standard is not effective for the financial year beginning January 1, 2014 and has not been early adopted.

The Company's management has not assessed the potential impact that the application of these standards may have on the Company's financial condition or results of operations.
 
 
7

 

 
3          Segment Information

Reportable operating segment

(all amounts in thousands of U.S. dollars)
 
(Unaudited)
 
Six-month ended June 30, 2014
 
Tubes
   
Other
   
Total
 
                   
                   
                   
IFRS - Net Sales (*)
    4,864,780       376,046       5,240,826  
                         
                         
Management View - Operating income
    1,090,298       8,073       1,098,371  
·   Differences in cost of sales and others
    8,924       7,878       16,802  
·   Depreciation and amortization
    (162 )     41       (121 )
IFRS - Operating income
    1,099,060       15,992       1,115,052  
Financial income (expense), net
                    42,963  
Income before equity in earnings of associated companies and income tax
                    1,158,015  
Equity in earnings of associated companies
                    33,188  
Income before income tax
                    1,191,203  
                         
Capital expenditures
    398,735       13,487       412,222  
Depreciation  and amortization
    294,792       10,951       305,743  

(all amounts in thousands of U.S. dollars)
 
(Unaudited)
 
Six-month ended June 30, 2013
 
Tubes
   
Other
   
Total
 
                   
Management View - Net Sales
    5,107,375       360,118       5,467,493  
·   Sales of energy, surplus raw materials and others
    -       40,082       40,082  
IFRS - Net Sales
    5,107,375       400,200       5,507,575  
                         
                         
Management View - Operating income
    1,112,813       50,434       1,163,247  
·   Differences in cost of sales and others
    (31,713 )     2,844       (28,869 )
·   Depreciation and amortization
    (2,384 )     (213 )     (2,597 )
IFRS - Operating income
    1,078,716       53,065       1,131,781  
Financial income (expense), net
                    (19,914 )
Income before equity in earnings of associated companies and income tax
                    1,111,867  
Equity in earnings of associated companies
                    24,066  
Income before income tax
                    1,135,933  
                         
Capital expenditures
    346,118       17,441       363,559  
Depreciation  and amortization
    287,036       9,936       296,972  

(*) In 2014, the company aligned the presentation of sales between Management and IFRS view.

In the six-month period ended June 30, 2014, net income under management view amounted to $697.2 million, while under IFRS amounted to $847.9 million. In addition to the above, the main differences arise from the impact of functional currencies on financial result, income taxes as well as the result of investments in associated companies.
 
 
8

 
 
Geographical information

   
(Unaudited)
 
(all amounts in thousands of U.S. dollars)
 
North America
   
South America
   
Europe
   
Middle East & Africa
   
Far East & Oceania
   
Total
 
Six-month ended June 30, 2014
                                   
Net sales
    2,337,957       1,039,848       552,765       1,106,149       204,107       5,240,826  
Capital expenditures
    190,226       155,576       54,833       1,109       10,478       412,222  
Depreciation and amortization
    166,624       60,048       63,292       4,866       10,913       305,743  
                                                 
Six-month ended June 30, 2013
                                               
Net sales
    2,287,402       1,434,293       523,107       1,041,049       221,724       5,507,575  
Capital expenditures
    114,123       184,600       51,761       2,174       10,901       363,559  
Depreciation and amortization
    161,994       52,993       65,942       5,260       10,783       296,972  

Allocation of net sales to geographical information is based on customer location. Allocation of depreciation and amortization is based on the geographical location of the underlying assets.
 
 
9

 
 
3          Segment Information (Cont.)

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 United States; “South America” comprises principally Argentina, Brazil, Colombia, Ecuador and Venezuela; “Europe” comprises principally Italy, Norway and Romania; “Middle East and Africa” comprises principally Angola, Iraq, Nigeria, Saudi Arabia and United Arab Emirates; “Far East and Oceania” comprises principally China, Indonesia and Japan.

4           Cost of sales
   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2014
   
2013
 
   
(Unaudited)
 
Inventories at the beginning of the period
    2,702,647       2,985,805  
                 
Plus: Charges of the period
               
Raw materials, energy, consumables and other
    1,993,006       1,867,398  
Services and fees
    221,228       206,052  
Labor cost
    604,348       596,968  
Depreciation of property, plant and equipment
    182,986       176,895  
Amortization of intangible assets
    6,192       3,659  
Maintenance expenses
    105,370       109,172  
Allowance for obsolescence
    (2,752 )     35,274  
Taxes
    9,505       2,646  
Other
    69,427       73,938  
      3,189,310       3,072,002  
                 
Less: Inventories at the end of the period
    (2,774,035 )     (2,697,932 )
      3,117,922       3,359,875  

5           Selling, general and administrative expenses
   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2014
   
2013
 
   
(Unaudited)
 
Services and fees
    96,703       92,971  
Labor cost
    301,311       293,781  
Depreciation of property, plant and equipment
    10,264       9,128  
Amortization of intangible assets
    106,301       107,290  
Commissions, freight and other selling expenses
    299,240       312,514  
Provisions for contingencies
    16,922       18,114  
Allowances for doubtful accounts
    30,014       26,376  
Taxes
    78,242       83,316  
Other
    68,100       61,404  
      1,007,097       1,004,894  

 
10

 
 
6           Financial results

(all amounts in thousands of U.S. dollars)
 
Six-month period ended June 30,
 
   
2014
   
2013
 
   
(Unaudited)
 
Interest income
    19,006       12,951  
Interest expense
    (23,621 )     (30,529 )
Interest net
    (4,615 )     (17,578 )
Net foreign exchange transaction results
    57,718       3,953  
Results from Foreign exchange derivative contracts
    (11,664 )     3,949  
Other
    1,524       (10,238 )
Other financial results
    47,578       (2,336 )
Net financial results
    42,963       (19,914 )
For the six month period ended June 30, 2014 other financial results are mainly due to the positive impact from the Argentine peso devaluation against the U.S. dollar on the Argentine peso denominated borrowings and liabilities.
 
7           Dividend distribution

On May 7, 2014 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 21, 2013 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 22, 2014. In the aggregate, the interim dividend paid in November 2013 and the balance paid in May 2014 amounted to approximately $507.6 million.

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.


8           Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)
 
2014
   
2013
 
   
(Unaudited)
 
Six-month period ended June 30,
           
Opening net book amount
    4,673,767       4,434,970  
Currency translation adjustment
    9,143       (26,719 )
Additions (*)
    373,419       320,348  
Disposals
    (6,079 )     (6,193 )
Increase due to consolidation of joint operations
    -       1,554  
Transfers
    (204 )     (942 )
Depreciation charge
    (193,250 )     (186,023 )
At June 30,
    4,856,796       4,536,995  

(*)The increase has to do mainly with the progress in the construction of the greenfield seamless facility in Bay City, Texas.
 
 
11

 

 
9         Intangible assets, net

(all amounts in thousands of U.S. dollars)
 
2014
   
2013
 
   
(Unaudited)
 
Six-month period ended June 30,
           
Opening net book amount
    3,067,236       3,199,916  
Currency translation adjustment
    473       (800 )
Additions
    38,803       43,211  
Transfers
    204       942  
Amortization charge
    (112,493 )     (110,949 )
Disposals
    (527 )     (553 )
At June 30,
    2,993,696       3,131,767  


10          Other investments and Cash and cash equivalents

   
At June 30,
   
At December 31,
 
   
2014
   
2013
 
Other investments
 
(Unaudited)
       
Fixed Income (time-deposits, zero cupon bonds, commercial papers)
    771,094       639,538  
Bonds and other fixed Income
    747,740       513,075  
Equity & Fund Investments
    208,571       74,717  
      1,727,405       1,227,330  
Cash and cash equivalents
               
Cash at banks
    99,456       123,162  
Liquidity funds
    96,750       95,042  
Short – term investments
    446,176       396,325  
      642,382       614,529  
 
 
12

 
 
11           Contingencies, commitments and restrictions to the distribution of profits

Contingencies

This note should be read in conjunction with Note 26 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2013.

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, 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 litigation and settlement strategies. The Company believes that the aggregate provisions recorded for potential losses in these financial statements 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 our results of operations, financial condition, net worth and cash flows.

Set forth below is a description of Tenaris's material ongoing legal proceedings:
 
 
§
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. The assessment, which was for an estimated amount of EUR282 million (approximately $385 million), comprising principal, interest and penalties, was appealed with the tax court in Milan. In February 2014, the tax court issued its decision on this tax assessment, partially reversing the assessment for 2007 and lowering the claimed amount to approximately EUR9 million (approximately $12 million), including principal, interest and penalties.
 
On December 24, 2013, the company received a second tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2008. This second assessment is for an estimated amount, as of June 30, 2014, of EUR248 million (approximately $339 million), comprising EUR67 million (approximately $92 million)  in principal and EUR181 million (approximately $247 million) in interest and penalties. On February 20, 2014, the assessment for 2008 was appealed with the tax court in Milan.

Based on the tax court decision on the first assessment, Tenaris believes that it is not probable that the ultimate resolution of the second tax assessment will result in a material obligation.
 
 
§
Companhia Siderúrgica Nacional (CSN) - Lawsuit

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 non-controlling 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.
 
 
13

 
 
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. The claimants appealed the court decision and the defendants filed their response to the appeal. It is expected that the court of appeals will issue its judgment on the appeal within two years of the date hereof. 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 Condensed Interim Financial Statements.

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

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 June 30, 2014, the estimated aggregate contract amount through December 31, 2015, calculated at current prices, is approximately $411 million.

 
§
A Tenaris company entered into a contract with Siderar, a subsidiary of Ternium S.A. (“Ternium”) for the supply of steam generated at the power generation facility that Tenaris owns in the compound of the Ramallo facility of Siderar. Under this contract, Tenaris is required to provide to Siderar 250 tn/hour of steam through to 2018, and Siderar has the obligation to take or pay this volume. The amount of this gas supply agreement totals approximately $59 million.

 
§
A Tenaris company, entered into various contracts with suppliers pursuant to which it committed to purchase goods and services for a total amount of approximately $432 million related to the investment plan to expand Tenaris’s US operations with the construction of a state-of-the-art seamless pipe mill in Bay City, Texas. 
 
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 was fully allocated and additional allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.
 
 
14

 

 
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  
 
 
15

 
 
12           Other investment

Investment in Power Plant
 
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) 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 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.

13           Related party transactions

As of June 30, 2014:  
 
§
San Faustin S.A., a Luxembourg public limited liability company (Société Anonyme) (“San Faustin”), owned 713,605,187 shares in the Company, representing 60.45% of the Company’s capital and voting rights.

§
San Faustin owned all of its shares in the Company through its wholly-owned subsidiary Techint Holdings S.à r.l., a Luxembourg private limited liability company (Société à Responsabilité Limitée) (“Techint”).

§
Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a Dutch private foundation (Stichting) (“RP STAK”) held shares in San Faustin sufficient in number to control San Faustin.

§
No person or group of persons controls RP STAK.
 
Based on the information most recently available to the Company, Tenaris’s directors and senior management as a group owned 0.12% of the Company’s outstanding shares.

At June 30, 2014, the closing price of the Ternium’s ADSs as quoted on the New York Stock Exchange was $27.93 per ADS, giving Tenaris’s ownership stake a market value of approximately $641.6 million. At June 30, 2014, the carrying value of Tenaris’s ownership stake in Ternium was approximately $610.9 million.

At June 30, 2014, the closing price of the Usiminas’ ordinary shares as quoted on the BM&FBovespa Stock Exchange was BRL 6.92 (approximately USD 3.14) per share, giving Tenaris’s ownership stake a market value of approximately $78.5 million. At June 30, 2014, the carrying value of Tenaris’s ownership stake in Usiminas, was approximately $317.4 million. This amount includes goodwill and other tangible and intangible assets allocated in the purchase price for $46.8 million and $75.6 million, respectively.

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”.
 
 
16

 
 
13           Related party transactions (Cont.)


The following transactions were carried out with related parties.

 
 (all amounts in thousands of U.S. dollars)
 
Six-month period ended June 30,
 
     
2014
   
2013
 
(i)
Transactions
 
(Unaudited)
 
 
(a) Sales of goods and services
           
 
Sales of goods to associated parties
    12,246       18,192  
 
Sales of goods to other related parties
    51,019       64,192  
 
Sales of services to associated parties
    5,059       8,446  
 
Sales of services to other related parties
    1,603       2,447  
        69,927       93,277  
                   
 
(b) Purchases of goods and services
               
 
Purchases of goods to associated parties
    143,723       169,757  
 
Purchases of goods to other related parties
    8,901       6,898  
 
Purchases of services to associated parties
    15,813       39,061  
 
Purchases of services to other related parties
    43,565       50,864  
        212,002       266,580  
                   
                   
 
 (all amounts in thousands of U.S. dollars)
 
At June 30,
   
At December 31,
 
        2014       2013  
(ii)
Period-end balances
 
(Unaudited)
         
 
(a) Arising from sales / purchases of goods / services
               
 
Receivables from associated parties
    58,173       30,416  
 
Receivables from other related parties
    44,496       30,537  
 
Payables to associated parties
    (32,795 )     (33,503 )
 
Payables to other related parties
    (16,004 )     (8,323 )
        53,870       19,127  
                   

14           Fair Value
 
 
§
Measurement
 
IFRS 13 requires for financial instruments that are measured at fair value, a disclosure of fair value measurements by level.

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).
 
 
 
17

 

14           Fair Value (Cont.)
 
 
§
Measurement (Cont.)
 
The following table presents the assets and liabilities that are measured at fair value as of June 30, 2014 and December 2013:

June 30, 2014
 
Level 1
   
Level 2
   
Level 3 (*)
   
Total
 
Assets
                       
Cash and cash equivalents
    642,382       -       -       642,382  
Other investments
    1,042,382       685,023       1,813       1,729,218  
Derivatives financial instruments
    -       7,403       -       7,403  
Available for sale assets
    -       -       21,572       21,572  
Total
    1,684,764       692,426       23,385       2,400,575  
Liabilities
                               
Derivatives financial instruments
    -       4,065       -       4,065  
Total
    -       4,065       -       4,065  

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  

(*) Main balances included in this level correspond to Available for sale assets related to Tenaris’s interest in the nationalized Venezuelan companies. For further detail regarding Available for sale assets, see Note 31 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2013.

There were no transfers between Level 1 and 2 during the period.

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.
 
 
18

 
 
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.
 
 
§
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.

 
19

 

14           Fair Value (Cont.)
 
 
§
Estimation (Cont.)
 
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 100.4% and 101.1% of its carrying amount including interests accrued as of June 30, 2014 and 2013, respectively. Tenaris estimates that a change of 100 basis points in the reference interest rates would have an estimated impact of approximately 0.3% and 0.2%  in the fair value of borrowings as of June 30, 2014 and 2013, respectively. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.





 
  Edgardo Carlos
 
Chief Financial Officer
 
20