form6k.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 7, 2008


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 þ Form 40-F o

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 o No þ


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 June 30, 2008.


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 7, 2008


Tenaris, S.A.


By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary

 
 

 

TENARIS S.A.


CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS


JUNE 30, 2008


46a, Avenue John F. Kennedy - 2nd Floor.
L - 1855 Luxembourg

 
 

 

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
 
2008
   
2007
   
2008
   
2007
 
Continuing operations
   
(Unaudited)
 
Net sales
3
    3,148,385       2,554,968       5,774,572       4,980,267  
Cost of sales
3 & 4
    (1,842,911 )     (1,374,318 )     (3,343,600 )     (2,665,816 )
Gross profit
      1,305,474       1,180,650       2,430,972       2,314,451  
Selling, general and administrative expenses
3 & 5
    (478,076 )     (399,009 )     (891,670 )     (773,276 )
Other operating income (expense), net
3
    (3,676 )     (10,415 )     (4,667 )     (12,352 )
Operating income
      823,722       771,226       1,534,635       1,528,823  
Interest income
6
    16,510       20,191       28,779       42,382  
Interest expense
6
    (35,178 )     (67,982 )     (102,270 )     (125,709 )
Other financial results
6
    1,146       15,169       (13,156 )     2,126  
Income before equity in earnings of associated companies and income tax
      806,200       738,604       1,447,988       1,447,622  
Equity in earnings of associated companies
      48,102       29,398       98,096       55,305  
Income before income tax
      854,302       768,002       1,546,084       1,502,927  
Income tax
      (218,590 )     (240,683 )     (427,196 )     (466,214 )
Income for continuing operations
      635,712       527,319       1,118,888       1,036,713  
Discontinued operations
                                 
Income for discontinued operations
12
    394,323       7,167       411,110       7,167  
Income for the period
      1,030,035       534,486       1,529,998       1,043,880  
                                   
Attributable to:
                                 
Equity holders of the Company
      987,471       495,950       1,460,514       976,254  
Minority interest
      42,564       38,536       69,484       67,626  
        1,030,035       534,486       1,529,998       1,043,880  
Earnings per share attributable to the equity holders of the Company during the period
                                 
Weighted average number of ordinary shares (thousands)
      1,180,537       1,180,537       1,180,537       1,180,537  
Earnings per share (U.S. dollars per share)
      0.84       0.42       1.24       0.83  
Earnings per ADS (U.S. dollars per ADS)
      1.67       0.84       2.47       1.65  


The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. The report of the Independent Registered Public Accounting Firm on these Consolidated Condensed Interim Financial Statements is issued as a separate document. 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, 2007.

 
 

 

CONSOLIDATED CONDENSED INTERIM BALANCE SHEET

(all amounts in thousands of U.S. dollars)
   
At June 30, 2008
   
At December 31, 2007
 
 
Notes
 
(Unaudited)
       
ASSETS
                         
Non-current assets
                         
Property, plant and equipment, net
7
    3,423,072             3,269,007        
Intangible assets, net
8
    4,427,486             4,542,352        
Investments in associated companies
      614,006             509,354        
Other investments
      36,215             35,503        
Deferred tax assets
      323,094             310,590        
Receivables
      65,841       8,889,714       63,738       8,730,544  
Current assets
                                 
Inventories
      2,991,850               2,598,856          
Receivables and prepayments
      227,667               222,410          
Current tax assets
      188,553               242,757          
Trade receivables
      2,182,535               1,748,833          
Other investments
      351,931               87,530          
Cash and cash equivalents
      1,337,838       7,280,374       962,497       5,862,883  
Current and non current assets held for sale
12
            -               651,160  
                7,280,374               6,514,043  
Total assets
              16,170,088               15,244,587  
EQUITY
                                 
Capital and reserves attributable to the Company’s equity holders
              8,324,767               7,006,277  
Minority interest
              577,061               523,573  
Total equity
              8,901,828               7,529,850  
LIABILITIES
                                 
Non-current liabilities
                                 
Borrowings
      1,589,712               2,869,466          
Deferred tax liabilities
      1,150,807               1,233,836          
Other tax liabilities
      8,566               -          
Other liabilities
      198,498               185,410          
Provisions
      100,674               97,912          
Trade payables
      800       3,049,057       47       4,386,671  
Current liabilities
                                 
Borrowings
      1,544,755               1,150,779          
Current tax liabilities
      813,402               341,028          
Other liabilities
      315,647               252,204          
Provisions
      31,823               19,342          
Customer advances
      418,361               449,829          
Trade payables
      1,095,215       4,219,203       847,842       3,061,024  
Liabilities associated with current and non-current assets held for sale
12
            -               267,042  
                4,219,203               3,328,066  
Total liabilities
              7,268,260               7,714,737  
Total equity and liabilities
              16,170,088               15,244,587  
Contingencies, commitments and restrictions to the distribution of profits are disclosed in Note 10.

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. The report of the Independent Registered Public Accounting Firm on these Consolidated Condensed Interim Financial Statements is issued as a separate document. 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, 2007.

 
 

 

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY
(all amounts in thousands of U.S. dollars)
 
   
Attributable to equity holders of the Company
             
   
Share Capital
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings (*)
   
Minority Interest
   
Total
 
                                             
(Unaudited)
 
Balance at January 1, 2008
    1,180,537       118,054       609,733       266,049       18,203       4,813,701       523,573       7,529,850  
                                                                 
Currency translation differences
    -       -       -       150,986       -       -       45,767       196,753  
Change in equity reserves
    -       -       -       -       2,124       -       (4,762 )     (2,638 )
Acquisition and decrease of minority interest
    -       -       -       -       -       -       (1,865 )     (1,865 )
Dividends paid in cash
    -       -       -       -       -       (295,134 )     (55,136 )     (350,270 )
Income for the period
    -       -       -       -       -       1,460,514       69,484       1,529,998  
Balance at June 30, 2008
    1,180,537       118,054       609,733       417,035       20,327       5,979,081       577,061       8,901,828  


   
Attributable to equity holders of the Company
             
   
Share Capital
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings
   
Minority Interest
   
Total
 
                                             
(Unaudited)
 
Balance at January 1, 2007
    1,180,537       118,054       609,733       3,954       28,757       3,397,584       363,011       5,701,630  
                                                                 
Currency translation differences
    -       -       -       137,974       -       -       16,014       153,988  
Change in equity reserves
    -       -       -       -       (826 )     -       -       (826 )
Acquisition and decrease of minority interest
    -       -       -       -       -       -       20,828       20,828  
Dividends paid in cash
    -       -       -       -       -       (354,161 )     (39,922 )     (394,083 )
Income for the period
    -       -       -       -       -       976,254       67,626       1,043,880  
Balance at June 30, 2007
    1,180,537       118,054       609,733       141,928       27,931       4,019,677       427,557       6,525,417  
 
(*) Retained Earnings calculated in accordance with Luxembourg Law are disclosed in Note 10.

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. The report of the Independent Registered Public Accounting Firm on these Consolidated Condensed Interim Financial Statements is issued as a separate document. 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, 2007.

 
 

 

CONSOLIDATED CONDENSED INTERIM CASH FLOW STATEMENT

     
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
Notes
 
2008
   
2007
 
Cash flows from operating activities
   
(Unaudited)
 
Income for the period
      1,529,998       1,043,880  
Adjustments for:
                 
Depreciation and amortization
7 & 8
    268,873       230,771  
Income tax accruals less payments
      89,747       (249,793 )
Equity in earnings of associated companies
      (98,096 )     (55,305 )
Income from the sale of pressure control business
      (394,323 )     -  
Interest accruals less payments, net
      (7,894 )     4,865  
Changes in provisions
      15,243       (3,480 )
Changes in working capital
      (545,614 )     (125,365 )
Other, including currency translation adjustment
      (15,017 )     53,803  
Net cash provided by operating activities
      842,917       899,376  
                   
Cash flows from investing activities
                 
Capital expenditures
7 & 8
    (205,366 )     (229,149 )
Acquisitions of subsidiaries and minority interest
11
    (1,865 )     (1,927,182 )
Other disbursements relating to the acquisition of Hydril
      -       (71,580 )
Proceeds from the sale of pressure control business (*)
12
    1,113,805       -  
Decrease in subsidiaries
      -       (1,195 )
Proceeds from disposal of property, plant and equipment and intangible assets
      8,826       4,596  
Dividends received
      13,636       11,496  
Investments in short terms securities
      (264,401 )     14,193  
Other
      (3,428 )     -  
Net cash provided by / (used in) investing activities
      661,207       (2,198,821 )
Cash flows from financing activities
                 
Dividends paid
      (295,134 )     (354,161 )
Dividends paid to minority interest in subsidiaries
      (55,136 )     (39,922 )
Proceeds from borrowings
      430,088       2,208,026  
Repayments of borrowings
      (1,332,755 )     (1,018,713 )
Net cash (used in) / provided by financing activities
      (1,252,937 )     795,230  
                   
Increase / (decrease) in cash and cash equivalents
      251,187       (504,215 )
Movement in cash and cash equivalents
                 
At the beginning of the period
      954,303       1,365,008  
Effect of exchange rate changes
      113,559       22,249  
Increase / (decrease) in cash and cash equivalents
      251,187       (504,215 )
At June 30,
      1,319,049       883,042  
                   
     
At June 30,
 
Cash and cash equivalents
   
2008
   
2007
 
Cash and bank deposits
      1,337,838       891,159  
Bank overdrafts
      (18,789 )     (8,096 )
Restricted bank deposits
      -       (21 )
        1,319,049       883,042  
                   
Non-cash financing activity
                 
Conversion of debt to equity in subsidiaries
      -       35,140  
 
(*) Includes $394 million of after-tax gain, $381 million of assets and liabilities held for sale and $339 million of income tax charges and related expenses.

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. The report of the Independent Registered Public Accounting Firm on these Consolidated Condensed Interim Financial Statements is issued as a separate document. 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, 2007.

 
 

 

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
Property, plant and equipment, net
8
Intangible assets, net
9
Earnings and dividends per share
10
Contingencies, commitments and restrictions to the distribution of profits
11
Business combinations and other acquisitions
12
Current and non current assets held for sale and discontinued operations
13
Related party transactions
14
Investment in Ternium: Sidor nationalization process
15
Recently issued accounting pronouncements
 
 
 

 

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”), a Luxembourg corporation (societé anonyme holding), was incorporated on December 17, 2001 as a holding company in steel pipe manufacturing and distributing operations. The Company holds, either directly or indirectly, controlling interests in various subsidiaries. References in these Consolidated Condensed Interim Financial Statements to “Tenaris” refer to Tenaris S.A. and its consolidated subsidiaries. A list of the principal Company’s subsidiaries is included in Note 31 to the audited Consolidated Financial Statements for the year ended December 31, 2007.

These Consolidated Condensed Interim Financial Statements were approved for issue by the Company’s Board of Directors on August 6, 2008.

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, 2007. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2007, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board and adopted by the European Union.

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

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 intercompany transactions and balances between the Company’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 intercompany transactions are generated. These are included in the Consolidated Condensed Interim Income Statement under Other financial results.

 
 

 

3   Segment information

Reportable operating segments

   
(Unaudited)
 
(all amounts in thousands of U.S. dollars)
 
Tubes
   
Projects
   
Other
   
Total
Continuing
operations
   
Total Discontinued
operations (*)
 
Six-month period ended June 30, 2008
                             
Net sales
    4,724,843       639,848       409,881       5,774,572       98,388  
Cost of sales
    (2,596,219 )     (456,549 )     (290,832 )     (3,343,600 )     (57,712 )
Gross profit
    2,128,624       183,299       119,049       2,430,972       40,676  
Selling, general and administrative expenses
    (782,946 )     (54,067 )     (54,657 )     (891,670 )     (13,799 )
Other operating income (expenses), net
    (1,115 )     (316 )     (3,236 )     (4,667 )     129  
Operating income
    1,344,563       128,916       61,156       1,534,635       27,006  
Depreciation  and amortization
    243,887       10,432       14,554       268,873       8,965  
                                         
Six-month period ended June 30, 2007
                                       
Net sales
    4,337,062       325,254       317,951       4,980,267       49,238  
Cost of sales
    (2,183,935 )     (227,126 )     (254,755 )     (2,665,816 )     (30,240 )
Gross profit
    2,153,127       98,128       63,196       2,314,451       18,998  
Selling, general and administrative expenses
    (695,727 )     (35,194 )     (42,355 )     (773,276 )     (9,502 )
Other operating income (expenses), net
    (15,873 )     1,714       1,807       (12,352 )     (308 )
Operating income
    1,441,527       64,648       22,648       1,528,823       9,188  
Depreciation and amortization
    202,444       9,309       13,280       225,033       5,738  

Geographical information

   
(Unaudited)
 
(all amounts in thousands of U.S. dollars)
 
North America
   
South America
   
Europe
   
Middle East & Africa
   
Far East & Oceania
   
Total
Continuing
operations
   
Total Discontinued
operations (*)
 
Six-month period ended June 30, 2008
                                         
Net sales
    1,994,333       1,373,699       1,000,841       1,041,299       364,400       5,774,572       98,388  
Depreciation and amortization
    151,081       54,301       55,958       621       6,912       268,873       8,965  
                                                         
Six-month period ended June 30, 2007
                                                       
Net sales
    1,562,864       1,016,091       868,853       1,162,559       369,900       4,980,267       49,238  
Depreciation and amortization
    125,962       57,247       37,741       505       3,578       225,033       5,738  

(*) Corresponds to pressure control operations.

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

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

 

4   Cost of sales

   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
 
Inventories at the beginning of the period
    2,598,856       2,372,308  
Plus: Charges of the year
               
Raw materials, energy, consumables and other
    2,825,458       1,995,595  
Increase in inventory due to business combinations
    -       152,500  
Services and fees
    204,830       204,376  
Labor cost
    463,678       349,472  
Depreciation of property, plant and equipment
    144,107       121,728  
Amortization of intangible assets
    1,061       671  
Maintenance expenses
    105,953       93,488  
Provisions for contingencies
    12       4,300  
Allowance for obsolescence
    (10,259 )     6,080  
Taxes
    4,953       2,999  
Other
    54,513       33,111  
      3,794,306       2,964,320  
                 
Less: Inventories at the end of the period
    (2,991,850 )     (2,640,572 )
      3,401,312       2,696,056  
From Discontinued operations
    (57,712 )     (30,240 )
      3,343,600       2,665,816  

5   Selling, general and administrative expenses

   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
 
Services and fees
    108,024       97,696  
Labor cost
    221,264       199,343  
Depreciation of property, plant and equipment
    6,402       6,856  
Amortization of intangible assets
    126,268       101,516  
Commissions, freight and other selling expenses
    283,484       225,358  
Provisions for contingencies
    15,632       19,741  
Allowances for doubtful accounts
    4,881       (188 )
Taxes
    77,928       72,954  
Other
    61,586       59,502  
      905,469       782,778  
From Discontinued operations
    (13,799 )     (9,502 )
      891,670       773,276  

 
 

 

6   Financial results

   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
 
Interest income
    29,020       42,399  
Interest expense
    (102,285 )     (125,723 )
Interest net
    (73,265 )     (83,324 )
Net foreign exchange transaction results and changes in fair value of derivative instruments
    (5,714 )     6,484  
Other
    (7,430 )     (4,406 )
Other financial results
    (13,144 )     2,078  
Net financial results
    (86,409 )     (81,246 )
From Discontinued operations
    (238 )     45  
      (86,647 )     (81,201 )
Each comparative item included in this note differs from its corresponding line in the income statement because it includes discontinued operations’ results.

Tenaris has identified certain embedded derivatives and in accordance with IAS 39 (“Financial Instruments: Recognition and Measurement”) accounted them separately from their host contracts. This result has been recognized under “Net foreign exchange transaction results and changes in fair value of derivative instruments”.

7   Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)
 
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
 
Six-month period ended June 30,
           
Opening net book amount
    3,269,007       2,939,241  
Currency translation differences
    125,124       71,293  
Additions
    185,440       217,852  
Increase due to business combinations
    -       152,540  
Disposals
    (7,338 )     (4,573 )
Transfers
    (906 )     (96 )
Reclassifications
    -       (19,396 )
Depreciation charge
    (148,255 )     (128,584 )
At June 30,
    3,423,072       3,228,277  


8   Intangible assets, net

(all amounts in thousands of U.S. dollars)
 
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
 
Six-month period ended June 30,
           
Opening net book amount
    4,542,352       2,844,498  
Currency translation differences
    (13,592 )     48,431  
Additions
    19,926       11,297  
Increase due to business combinations
    -       2,135,196  
Disposals
    (1,488 )     (23 )
Transfers
    906       96  
Reclassifications
    -       (11,640 )
Amortization charge
    (120,618 )     (102,187 )
At June 30,
    4,427,486       4,925,668  
 
 
 

 

9   Earnings and dividends per share

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

   
Six-month period ended June 30,
 
   
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
 
Net income attributable to equity holders
    1,460,514       976,254  
Weighted average number of ordinary shares in issue
    1,180,537       1,180,537  
Basic and diluted earnings per share
    1.24       0.83  
Basic and diluted earnings per ADS
    2.47       1.65  
Net income from discontinued operations
    411,110       7,167  
Basic and diluted earnings per share
    0.35       0.01  
Basic and diluted earnings per ADS
    0.70       0.01  

On June 4, 2008, the Company’s shareholders approved an annual dividend in the amount of $0.38 per share ($0.76 per ADS) of common stock currently issued and outstanding. The amount approved included the interim dividend previously paid in November 2007, 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 June 26, 2008. In the aggregate, the interim dividend paid in November 2007 and the balance paid in June 2008 amounted to approximately $450 million.

10   Contingencies, commitments and restrictions to the distribution of profits

Contingencies

This note should be read in conjunction with Note 26 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2007.

Asbestos-related litigation

Dalmine S.p.A. (“Dalmine”), a Tenaris subsidiary organized in Italy is currently subject to 11 civil proceedings for work-related injuries arising from the use of asbestos in its manufacturing processes during the period from 1960 to 1980. In addition, another 47 asbestos related out-of-court claims and 1 civil party claim have been forwarded to Dalmine.

As of June 30, 2008, the total claims pending against Dalmine were 59 (of which, 1 is covered by insurance): during the six-month period ended June 30, 2008 4 new claims were filed, 4 claims were adjudicated, no claim was dismissed and no claim was settled. Aggregate settlement costs to date for Tenaris are Euro 6.6 million ($10.4 million). Dalmine estimates that its potential liability in connection with the claims not yet settled is approximately Euro 20.2 million ($31.8 million).

Accruals for Dalmine’s potential liability are based on the average of the amounts paid by Dalmine for asbestos-related claims plus an additional amount related to some reimbursements requested by the social security authority. The maximum potential liability is not determinable as in some cases the requests for damages do not specify amounts, and instead is to be determined by the court. The timing of payment of the amounts claimed is not presently determinable.

 
 

 

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

Contingencies (Cont.)

Maverick litigation

On December 11, 2006, The Bank of New York (“BNY”), as trustee for the holders of Tenaris’ subsidiary Maverick Tube Corporation (“Maverick”) 2004 4% Convertible Senior Subordinated Notes due 2033 issued pursuant to an Indenture between Maverick and BNY (“Noteholders”), filed a complaint against Maverick and Tenaris in the United States District Court for the Southern District of New York. The complaint alleges that Tenaris’ acquisition of Maverick triggered the “Public Acquirer Change of Control” provision of Indenture, asserting breach of contract claim against Maverick for refusing to deliver the consideration specified in the “Public Acquirer Change of Control” provision of the Indenture to Noteholders who entered their notes for such consideration. This complaint seeks a declaratory judgment that Tenaris’ acquisition of Maverick was a “Public Acquirer Change of Control” under the Indenture, and asserts claims for tortuous interference with contract and unjust enrichment against Tenaris. Defendants filed a motion to dismiss the complaint, or in the alternative, for summary judgment on March 13, 2007.  Plaintiff filed a motion for partial summary judgment on the same date. Briefing on the motions has been completed. On January 25, 2008, Law Debenture Trust Company of New York (as successor to BNY as trustee under the Indenture) was substituted for BNY as plaintiff. Oral arguments on the outstanding motions were held on April 15, 2008.

Tenaris believes that these claims are without merit. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements. Were plaintiff to prevail, Tenaris estimates that the recovery would be approximately $50 million.

Conversion of tax loss carry-forwards

On December 18, 2000, the Argentine tax authorities notified Siderca S.A.I.C., a Tenaris subsidiary organized in Argentina (“Siderca”), of an income tax assessment related to the conversion of tax loss carry-forwards into Debt Consolidation Bonds under Argentine Law No. 24.073. The adjustments proposed by the tax authorities represent an estimated contingency of ARP80.1 million (approximately $26.3 million) at June 30, 2008, in taxes and penalties. Based on the views of Siderca’s tax advisors, Tenaris believes that the ultimate resolution of the matter will not result in a material obligation. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements.

Customer Claim

A lawsuit was filed on September 6, 2007 against two Tenaris’s subsidiaries, alleging negligence, gross negligence and intentional acts characterized as fraudulent inducement concerning allegedly defective well casing. Plaintiff alleges the complete loss of one natural gas production well and “formation damage” that precludes further exploration and production at the well site. Plaintiff seeks compensatory and punitive damages in an amount of $25 million. On September 10, 2007, this lawsuit was tendered to a Tenaris subsidiary insurer and on September 26, 2007, a Tenaris subsidiary received the insurer’s agreement to provide a defense.  The insurer has reserved its rights regarding any potential indemnity obligation. Tenaris believes that the ultimate resolution of the matter will not 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 five year contract with Nucor Corporation, under which it committed to purchase from Nucor steel coils, with deliveries starting in January 2007. Prices are adjusted quarterly in accordance with market conditions and the estimated aggregate amount of the contract at current prices is approximately $1,914 million.

 
·
A Tenaris company is a party to a ten year raw material purchase contract with QIT, under which it committed to purchase steel bars, with deliveries starting in July 2007. The estimated aggregate amount of the contract at current prices is approximately $280 million.
 
 
 

 

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

Commitments (Cont.)

 
·
A Tenaris company is a party to a steel coils supply agreement with IPSCO, under which it is committed to purchase steel until 2011. Prices are adjusted monthly or quarterly and the estimated aggregate amount of the contract at current prices is approximately $183 million. Each party may terminate this agreement at any time upon a one-year notice.

 
·
A Tenaris company is a party to transportation capacity agreements with Transportadora de Gas del Norte S.A. for purchasing capacity of 1,000,000 cubic meters per day until 2017. As of June 30, 2008, the outstanding value of this commitment was approximately $49.6 million. The Tenaris company also expects to obtain additional gas transportation capacity of 315,000 cubic meters per day until 2027. This commitment is subject to the enlargement of certain pipelines in Argentina.

 
·
In August 2004 Matesi Materiales Siderúrgicos S.A. (“Matesi”) a Tenaris subsidiary organized in Venezuela, entered into a ten-year off-take contract pursuant to which Matesi is required to sell to Sidor S.A. (“Sidor”) on a take-or-pay basis 29.9% of Matesi’s HBI production. In addition, Sidor has the right to increase its proportion on Matesi’s production by an extra 19.9% until reaching 49.8% of Matesi’s HBI production. Under the contract, the sale price is determined on a cost-plus basis. The contract is renewable for additional three year periods unless Matesi or Sidor object its renewal upon one-year notice.

 
·
In July 2004, Matesi entered into a twenty-year agreement with C.V.G. Electrificación del Caroní, C.A. (“Edelca”) for the purchase of electric power under certain take-or-pay conditions, with an option to terminate the contract at any time upon three years notice. The outstanding value of the contract at June 30, 2008 is approximately $40.6 million.

 
·
A Tenaris company is a party to a contract with Siderar for the supply of steam generated at the power generation facility owned by Tenaris in San Nicolas, Argentina.  Under this contract, the Tenaris company is required to provide 250 tn/hour of steam and Siderar has the obligation to take or pay this volume. The contract is due to terminate in 2018.

Restrictions to the distribution of profits and payment of dividends

As of  June 30, 2008, shareholders' equity as defined under Luxembourg law and regulations consisted of:

(all amounts in thousands of U.S. dollars)
 
(unaudited)
 
Share capital
    1,180,537  
Legal reserve
    118,054  
Share premium
    609,733  
Retained earnings including net income for the six-month period ended June 30, 2008
    2,738,205  
Total shareholders equity in accordance with Luxembourg law
    4,646,529  

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  June 30, 2008, 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.

 
 

 

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

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

At June 30, 2008, retained earnings and result for the financial period of Tenaris under Luxembourg law totals $2.7 billion, as detailed below.

 (all amounts in thousands of U.S. dollars)
 
(unaudited)
 
Retained earnings at December 31, 2007 under Luxembourg law
    2,399,973  
Dividends received
    661,486  
Dividends paid
    (295,134 )
Other income and expenses for the six-month period ended June 30, 2008
    (28,120 )
Retained earnings at June 30, 2008 under Luxembourg law
    2,738,205  


11   Business combinations and other acquisitions

(a) Acquisition of Hydril Company (“Hydril”)

On May 7, 2007, Tenaris paid $2.0 billion to acquire Hydril, a North American manufacturer of premium connections and pressure control products for the oil and gas industry. To finance the acquisition, Tenaris entered into syndicated loans in the amount of $2.0 billion, of which $0.5 billion were used to refinance an existing loan in the Company. The balance of the acquisition cost was paid out of cash on hand. Of the loan amount, $1.7 billion was allocated to the Company and the balance to Hydril.

The main covenants on these loan agreements are limitations on liens and encumbrances, limitations on the sale of certain assets, restrictions in investments and compliance with financial ratios (e.g., leverage ratio and interest coverage ratio in Hydril’s syndicated loan agreement, and leverage ratio and debt service coverage ratio in the Company’s syndicated loan agreement). In addition, Hydril’s syndicated loan agreement has certain restrictions in capital expenditures. The Company’s syndicated loan agreement was secured with a pledge of 100% of Hydril’s shares; upon each payment or prepayment under this agreement, the number of shares subject to the pledge would be reduced proportionally, and the pledge would be completely released immediately after the aggregate outstanding principal amount of the loan is less than or equal to $0.6 billion.

On November 8, 2007, the Company prepaid loans under the Company’s syndicated loan agreement in a principal amount of $0.7 billion plus accrued interest thereon to such date. In May 2008, the Company prepaid loans under the Company’s syndicated loan agreement in a principal amount of $0.5 billion.  As a result of such prepayments, the pledge of Hydril’s shares has been released and currently restrictions on payments of dividends, repurchase or redemption of shares under the Company’s syndicated loan are not applicable.

During 2008, Hydril’s syndicated loan was partially prepaid in an amount of $33 million.

Tenaris began consolidating Hydril’s balance sheet and results of operations as from May, 2007.
 
 
 

 

11   Business combinations and other acquisitions  (Cont.)

(b) Minority Interest

During the six-month period ended June 30, 2008, additional shares of Confab, Dalmine, Donasid and Energy Network were acquired from minority shareholders for approximately $1.8 million.
 
 
12   Current and non current assets held for sale and discontinued operations

 Sale of Hydril pressure control business

On January 28, 2008, Tenaris entered into an agreement with General Electric Company (GE) for the sale to GE of the pressure control business acquired as part of the Hydril transaction for an amount equivalent on a debt-free basis to approximately $1,114 million. On April 1, 2008, the sale was completed.  The result of this transaction was an after-tax gain of $ 394.3 million, calculated as the net proceeds of the sale less the book value of net assets held for sale, the corresponding tax effect and related expenses.

(i) Income for discontinued operations:
   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2008
   
2007
 
   
(Unaudited)
   
(Unaudited)
 
Income for discontinued operations
    16,787       7,167  
After tax gain on the sale of pressure control business
    394,323       -  
Net Income for discontinued operations
    411,110       7,167  
 
 
(ii) Net cash flows attributable to discontinued operations
 
Cash flows provided by operating activities in 2008 until the sale of the pressure control business amounted to $40.7 million. Cash flows used in investing activities amounted to $3.4 million. These amounts were estimated only for disclosure purposes.

Cash and cash equivalents from discontinued operations increased by $37.3 million in 2008.
 
 
13   Related party transactions

San Faustín N.V. has notified the Company that it owns 713,605,187 shares in the Company, representing 60.4% of the Company’s capital and voting rights. San Faustín N.V. owns all of its shares in the Company through its wholly-owned subsidiary I.I.I. Industrial Investments Inc.. Rocca & Partners S.A. controls a significant portion of the voting power of San Faustín N.V. and has the ability to influence matters affecting, or submitted to a vote of the shareholders of San Faustín N.V., such as the election of directors, the approval of certain corporate transactions and other matters concerning the company’s policies. There are no controlling shareholders for Rocca & Partners. Tenaris’ directors and executive officers as a group own 0.2% of the Company’s outstanding shares, while the remaining 39.4% are publicly traded.

At June 30, 2008, the closing price of Ternium S.A. (“Ternium”) ADS as quoted on the New York Stock Exchange was $42.00 per ADS, giving Tenaris’s ownership stake a market value of approximately $965 million. At June 30, 2008, the carrying value of Tenaris’s ownership stake in Ternium was approximately $591 million.

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

 

13   Related party transactions (Cont.)

The transactions and balances with related parties are shown below:
 
(all amounts in thousands of U.S. dollars)
 
(Unaudited)
 
 
Six-month period ended June 30, 2008
                 
     
Associated (1)
   
Other
   
Total
 
(i)
Transactions
                 
 
(a) Sales of goods and services
                 
 
Sales of goods
    32,893       17,365       50,258  
 
Sales of services
    11,711       1,985       13,696  
        44,604       19,350       63,954  
                           
 
(b) Purchases of goods and services
                       
 
Purchases of goods
    45,501       7,460       52,961  
 
Purchases of services
    55,390       31,818       87,208  
        100,891       39,278       140,169  

     
(Unaudited)
 
 
Six-month period ended June 30, 2007
                 
     
Associated (2)
   
Other
   
Total
 
(i)
Transactions
                 
 
(a) Sales of goods and services
                 
 
Sales of goods
    48,345       22,157       70,502  
 
Sales of services
    16,591       2,979       19,570  
        64,936       25,136       90,072  
                           
 
(b) Purchases of goods and services
                       
 
Purchases of goods
    124,519       9,686       134,205  
 
Purchases of services
    42,140       39,724       81,864  
        166,659       49,410       216,069  
 
     
(Unaudited)
 
 
At June 30, 2008
                 
     
Associated (1)
   
Other
   
Total
 
(ii)
Period-end balances
                 
                     
 
(a) Arising from sales / purchases of goods / services
                 
 
Receivables from related parties
    43,462       11,794       55,256  
 
Payables to related parties
    (28,533 )     (11,677 )     (40,210 )
        14,929       117       15,046  
 
(b) Financial debt
                       
 
Borrowings
    (3,732 )     -       (3,732 )
 
     
(Unaudited)
 
 
At December 31, 2007
                 
     
Associated (1)
   
Other
   
Total
 
(ii)
Year-end balances
                 
                     
 
(a) Arising from sales / purchases of goods / services
                 
 
Receivables from related parties
    45,773       8,015       53,788  
 
Payables to related parties
    (61,597 )     (7,379 )     (68,976 )
        (15,824 )     636       (15,188 )
 
(b) Financial debt
                       
 
Borrowings (3)
    (27,482 )     -       (27,482 )
 
(1) Includes Ternium S.A. and its subsidiaries (“Ternium”), Condusid C.A. (“Condusid”), Finma S.A.I.F (“Finma”), Lomond Holdings B.V. group (“Lomond”), Socotherm Brasil S.A. (“Socotherm”), Hydril Jindal International Private Ltd.  and TMK – Hydril JV.
(2) Includes Ternium, Condusid, Finma, Lomond, Dalmine Energie, Socotherm, Hydril Jindal International Private Ltd.  and TMK – Hydril JV.
(3) Includes loan from Sidor to Materiales Siderurgicos S.A. (“Matesi”) of $26.4 million at December 31, 2007.

 
 

 

14   Investment in Ternium: Sidor nationalization process
 

On June 30, 2008, the Company held 11.46% of the capital stock of Ternium S.A. As publicly stated by Ternium, the book value of Ternium’s interest in Sidor was $1.3 billion at June 30, 2008.

On March 31, 2008, Ternium controlled shares representing approximately 59.7% of Sidor’s capital, while Corporación Venezolana de Guayana, or CVG (a Venezuelan governmental entity) and Banco de Desarrollo Económico y Social de Venezuela, or BANDES (a bank owned by the Venezuelan government) held approximately 20.4% of Sidor and certain Sidor employees and former employees held the remaining 19.9% interest.

On April 8, 2008, the Venezuelan government announced its intention to take control over Sidor. On April 29, 2008, the National Assembly of the Republic of Venezuela passed a resolution declaring that the shares of Sidor, together with all of its assets, are of public and social interest. This resolution authorized the Venezuelan government to take any action it may deem appropriate in connection with any such assets, which may include expropriation.
 
On May 11, 2008, the Venezuelan government announced that Decree Law 6058 regulating the steel production activity in the Guayana, Venezuela region (the “Decree”) became effective upon its publication on Venezuela’s Official Gazette. The Decree ordered that Sidor and its subsidiaries and associated companies be transformed into state-owned enterprises (“empresas del estado”), with Venezuela owning not less than 60% of their share capital. Among other things, the Decree required the Venezuelan government to create a committee to negotiate over a 60-day period a fair price for the shares to be transferred to Venezuela.
 
Upon expiration of the term contemplated under the Decree, on July 12, 2008, Venezuela, acting through CVG, assumed operational control of Sidor. Following the change in operational control, CVG assumed complete responsibility for Sidor’s operations, Sidor’s board of directors ceased to function and Sidor’s operations are managed by a 6-member temporary operating committee, the majority of whose members are appointed by CVG. Ternium, however, has not yet transferred its ownership interest in Sidor to Venezuela.

The term provided in the Decree for the negotiation of the conditions under which all or a significant part of Ternium’s interest in Sidor will be transferred to Venezuela was extended until August 18, 2008. The negotiation of proposed future business relationships between Ternium and Sidor is also expected to be completed during that term.


15   Recently issued accounting pronouncements
 
(i) International Accounting Standard 27 (amended 2008), “Consolidated and separate financial statements”

In January 2008, the International Accounting Standards Board (“IASB”) issued International Accounting Standard 27 (amended 2008), “Consolidated and separate financial statements” (“IAS 27 - amended”). IAS 27 - amended includes modifications to International Accounting Standard 27 that are related, primarily, to accounting for non-controlling interests and the loss of control of a subsidiary.

IAS 27 - amended must be applied for annual periods beginning on or after 1 July 2009, although earlier application is permitted. However, an entity must not apply the amendments contained in IAS 27 - amended for annual periods beginning before 1 July 2009 unless it also applies IFRS 3 (as revised in 2008).

In May 2008, the IASB issued International Accounting Standard 27 (amended 2008), “Consolidated and Separate Financial Statements Cost of an investment in a Subsidiary, Jointly Controlled Entity or Associate” (“IAS 27 - amended”). IAS 27 - - amended includes modifications to International Accounting Standard 27 that are related, primarily, to the accounting for investments in subsidiaries, jointly controlled Entities or associates in separate financial statements when reorganizations are established.

The Company's management has not assessed the potential impact that the application of IAS 27 - amended may have on the Company's financial condition or results of operations.
 
 
 

 

15   Recently issued accounting pronouncements (Cont.)
 
(ii) International Financial Reporting Standard 3 (revised January 2008), “Business Combinations”
 
In January 2008, the IASB issued International Financial Reporting Standard 3 (revised January 2008), “Business Combinations” (“IFRS 3 revised”). IFRS 3 revised includes amendments that are meant to provide guidance for applying the acquisition method.

IFRS 3 revised replaces IFRS 3 (as issued in 2004) and comes into effect for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. Earlier application is permitted, provided that IAS 27 – amended is applied at the same time.

The Company’s management estimates that the application of IFRS 3 revised will not have a material effect on the Company’s financial condition or results of operations.

(iii) Amendment to International Financial Reporting Standard 5 “Non-current Assets held for sale and Discontinued Operations”

In May 2008, the IASB amended International Financial Reporting Standard 5 “Non-current Assets held for sale and Discontinued Operations” by requiring this classification although the entity retains a non-controlling interest.

Entities shall apply these amendments for annual periods beginning on or after 1 July 2009. Earlier application is permitted, provided that IAS 27 – amended is applied at the same time.


 
Ricardo Soler
 
Chief Financial Officer