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Form 6-K TENARIS SA For: May 04

May 4, 2015 9:12 AM EDT
 


 
 
FORM 6 - K
 
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
 
As of May 4, 2015
 
 
TENARIS, S.A.
(Translation of Registrant's name into English)
 
 
TENARIS, S.A.
29, Avenue de la Porte-Neuve 3rd floor
L-2227 Luxembourg
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.
 
Form 20-F 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's press release announcing that has announced its 2015 First Quarter Results.

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
Date: May 4, 2015
 
 
Tenaris, S.A.
 
 
By: /s/ Cecilia Bilesio                               
Cecilia Bilesio
Corporate Secretary
 
 


 


Exhibit 99.1
 

TENARIS S.A.
 
 
CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
 
 
MARCH 31, 2015




 




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

 
 
 
CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT

(all amounts in thousands of U.S. dollars, unless otherwise stated)
       
Three-month period ended March 31,
 
   
Notes
   
2015
   
2014
 
Continuing operations
       
(Unaudited)
 
Net sales
    3       2,253,555       2,579,944  
Cost of sales
    4       (1,440,692 )     (1,527,034 )
Gross profit
            812,863       1,052,910  
Selling, general and administrative expenses
    5       (436,107 )     (488,860 )
Other operating income (expense), net
            2,617       1,720  
Operating income
            379,373       565,770  
Finance Income
    6       12,107       11,465  
Finance Cost
    6       (6,257 )     (13,003 )
Other financial results
    6       (7,270 )     44,031  
Income before equity in earnings of non-consolidated companies and income tax
            377,953       608,263  
Equity in earnings of non-consolidated companies
            (24,950 )     18,821  
Income before income tax
            353,003       627,084  
Income tax
            (131,925 )     (199,065 )
Income for the period
            221,078       428,019  
                         
Attributable to:
                       
Owners of the parent
            222,217       422,505  
Non-controlling interests
            (1,139 )     5,514  
              221,078       428,019  
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  
Continuing operations
                       
Basic and diluted earnings per share (U.S. dollars per share)
            0.19       0.36  
Basic and diluted earnings per ADS (U.S. dollars per ADS) (1)
            0.38       0.72  

(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 March 31,
 
   
2015
   
2014
 
   
(Unaudited)
 
Income for the period
    221,078       428,019  
Items that may be subsequently reclassified to profit or loss:
               
Currency translation adjustment
    (181,201 )     12,910  
Change in value of available for sale financial instruments and cash flow hedges
    388       (1,402 )
Share of other comprehensive income of non-consolidated companies:
               
 - Currency translation adjustment
    (63,981 )     428  
 - Changes in the fair value of derivatives held as cash flow hedges and others
    (753 )     (565 )
Income tax relating to components of other comprehensive income
    (311 )     28  
Other comprehensive (loss) income for the period, net of tax
    (245,858 )     11,399  
Total comprehensive (loss) income for the period
    (24,780 )     439,418  
Attributable to:
               
Owners of the parent
    (23,397 )     433,887  
Non-controlling interests
    (1,383 )     5,531  
      (24,780 )     439,418  
 
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, 2014.
 
 
 
2

 

 
CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

(all amounts in thousands of U.S. dollars)
       
At March 31, 2015
   
At December 31, 2014
 
   
Notes
   
(Unaudited)
       
ASSETS
                             
Non-current assets
                             
  Property, plant and equipment, net
    8       5,192,692             5,159,557        
  Intangible assets, net
    9       2,709,467             2,757,630        
  Investments in non-consolidated companies
            718,979             808,663        
  Available for sale assets
            21,572             21,572        
  Other investments
            1,559             1,539        
  Deferred tax assets
            230,338             268,252        
  Receivables
            257,814       9,132,421       262,176       9,279,389  
Current assets
                                       
  Inventories
            2,438,252               2,779,869          
  Receivables and prepayments
            249,283               267,631          
  Current tax assets
            129,657               129,404          
  Trade receivables
            1,675,941               1,963,394          
  Other investments
    10       2,375,110               1,838,379          
  Cash and cash equivalents
    10       675,619       7,543,862       417,645       7,396,322  
Total assets
                    16,676,283               16,675,711  
EQUITY
                                       
Capital and reserves attributable to owners of the parent
                    12,795,750               12,819,147  
Non-controlling interests
                    150,817               152,200  
Total equity
                    12,946,567               12,971,347  
LIABILITIES
                                       
Non-current liabilities
                                       
  Borrowings
            27,494               30,833          
  Deferred tax liabilities
            721,893               714,123          
  Other liabilities
            284,201               285,865          
  Provisions
            62,366       1,095,954       70,714       1,101,535  
                                         
Current liabilities
                                       
  Borrowings
            1,154,642               968,407          
  Current tax liabilities
            297,750               352,353          
  Other liabilities
            321,970               296,277          
  Provisions
            18,142               20,380          
  Customer advances
            188,704               133,609          
  Trade payables
            652,554       2,633,762       831,803       2,602,829  
Total liabilities
                    3,729,716               3,704,364  
Total equity and liabilities
                    16,676,283               16,675,711  
                                         

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, 2014.
 
 
 
3

 

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, 2014
    1,180,537       118,054       609,733       (678,008 )     (317,799 )     11,906,630       12,819,147       152,200       12,971,347  
                                                                         
Income for the period
    -       -       -       -       -       222,217       222,217       (1,139 )     221,078  
Currency translation adjustment
    -       -       -       (180,439 )     -       -       (180,439 )     (762 )     (181,201 )
                                                                         
Change in value of available for sale financial instruments and cash flow hedges net of tax
    -       -       -       -       (441 )     -       (441 )     518       77  
Share of other comprehensive income of non-consolidated companies
    -       -       -       (63,981 )     (753 )     -       (64,734 )     -       (64,734 )
Other comprehensive loss for the period
    -       -       -       (244,420 )     (1,194 )     -       (245,614 )     (244 )     (245,858 )
Total comprehensive (loss) income for the period
    -       -       -       (244,420 )     (1,194 )     222,217       (23,397 )     (1,383 )     (24,780 )
                                                                         
                                                                         
Balance at March 31, 2015
    1,180,537       118,054       609,733       (922,428 )     (318,993 )     12,128,847       12,795,750       150,817       12,946,567  
 
 
 
4

 
 

   
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, 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
    -       -       -       -       -       422,505       422,505       5,514       428,019  
Currency translation adjustment
    -       -       -       12,918       -       -       12,918       (8 )     12,910  
Change in value of available for sale financial instruments and cash flow hedges net of tax
    -       -       -       -       (1,399 )     -       (1,399 )     25       (1,374 )
Share of other comprehensive income of non-consolidated companies
    -       -       -       428       (565 )     -       (137 )     -       (137 )
Other comprehensive income (loss) for the period
    -       -       -       13,346       (1,964 )     -       11,382       17       11,399  
Total comprehensive income (loss) for the period
    -       -       -       13,346       (1,964 )     422,505       433,887       5,531       439,418  
Acquisition of non-controlling interests
    -       -       -       -       6       -       6       (96 )     (90 )
Dividends paid in cash
    -       -       -       -       -       -       -       (47,889 )     (47,889 )
Balance at March 31, 2014
    1,180,537       118,054       609,733       (393,398 )     (307,716 )     11,517,103       12,724,313       136,992       12,861,305  

(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of USD1.00 per share. As of March 31, 2015 and 2014 there were 1,180,536,830 shares issued. All issued shares are fully paid.
(2) The Distributable Reserve and Retained Earnings as of March 31, 2015 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, 2014.
 
 
 
5

 
 
 
CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS

(all amounts in thousands of U.S. dollars)
       
Three-month period ended March 31,
 
   
Notes
   
2015
   
2014
 
Cash flows from operating activities
       
(Unaudited)
 
Income for the period
          221,078       428,019  
Adjustments for:
                     
Depreciation and amortization
 
8 & 9
      147,737       152,664  
Income tax accruals less payments
          14,137       70,790  
Equity in earnings of non-consolidated companies
          24,950       (18,821 )
Interest accruals less payments, net
          (4,451 )     (8,099 )
Changes in provisions
          (10,586 )     4,924  
Changes in working capital
          515,636       16,660  
Other, including currency translation adjustment
          (30,608 )     (34,293 )
Net cash provided by operating activities
          877,893       611,844  
                       
Cash flows from investing activities
                     
Capital expenditures
 
8 & 9
      (261,259 )     (189,045 )
Advance to suppliers of property, plant and equipment
          2,294       (28,651 )
Investment in non-consolidated companies
    12       -       (1,380 )
Net loan to non-consolidated companies
    12       (6,288 )     (18,748 )
Proceeds from disposal of property, plant and equipment and intangible assets
            554       4,027  
Changes in investments in short terms securities
            (536,731 )     (304,446 )
Net cash used in investing activities
            (801,430 )     (538,243 )
Cash flows from financing activities
                       
Dividends paid to non-controlling interest in subsidiaries
            -       (47,889 )
Acquisitions of non-controlling interests
            -       (90 )
Proceeds from borrowings (*)
            607,310       494,407  
Repayments of borrowings (*)
            (418,195 )     (468,670 )
Net cash provided by (used) in financing activities
            189,115       (22,242 )
                         
Increase in cash and cash equivalents
            265,578       51,359  
Movement in cash and cash equivalents
                       
At the beginning of the period
            416,445       598,145  
Effect of exchange rate changes
            (10,206 )     185  
Increase in cash and cash equivalents
            265,578       51,359  
At March 31,
            671,817       649,689  
           
At March 31,
 
Cash and cash equivalents
            2015       2014  
Cash and bank deposits
            675,619       659,765  
Bank overdrafts
            (3,802 )     (10,076 )
              671,817       649,689  

(*) Mainly related to the renewal of short-term local facilities carried out during the three-month period ending March 31, 2015 and 2014, 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, 2014.
 
 
 
6

 
 
 
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
Investments in non-consolidated companies
13
Related party transactions
14
Fair value

 
 
7

 
 

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 29 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2014.

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 April 30, 2015.

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, 2014. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2014, 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, 2014.

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

None of the accounting pronouncements issued after December 31, 2014 and as of the date of these Financial Statements have a material effect on the Company’s financial condition or result of operations.


 
8

 

 
3          Segment Information

Reportable operating segment

(all amounts in thousands of U.S. dollars)
 
(Unaudited)
 
Three-month ended March 31, 2015
 
Tubes
   
Other
   
Total
 
IFRS - Net Sales
    2,076,633       176,922       2,253,555  
                         
Management View - Operating income
    438,373       10,321       448,694  
·   Differences in cost of sales and others
    (69,232 )     (1,327 )     (70,559 )
·   Depreciation and amortization
    1,160       78       1,238  
IFRS - Operating income
    370,301       9,072       379,373  
Financial income (expense), net
                    (1,420 )
Income before equity in earnings of non-consolidated companies and income tax
                    377,953  
Equity in earnings of non-consolidated companies
                    (24,950 )
Income before income tax
                    353,003  
                         
Capital expenditures
    238,581       22,678       261,259  
Depreciation  and amortization
    142,276       5,461       147,737  

(all amounts in thousands of U.S. dollars)
 
(Unaudited)
 
Three-month ended March 31, 2014
 
Tubes
   
Other
   
Total
 
                   
IFRS - Net Sales
    2,417,957       161,987       2,579,944  
                         
Management View - Operating income
    546,637       (6,062 )     540,575  
·   Differences in cost of sales and others
    14,323       10,537       24,860  
·   Depreciation and amortization
    319       16       335  
IFRS - Operating income
    561,279       4,491       565,770  
Financial income (expense), net
                    42,493  
Income before equity in earnings of non-consolidated companies and income tax
                    608,263  
Equity in earnings of non-consolidated companies
                    18,821  
Income before income tax
                    627,084  
                         
Capital expenditures
    183,662       5,383       189,045  
Depreciation and amortization
    147,242       5,422       152,664  
 
In the three-month period ended March 31, 2015, net income under management view amounted to $304.6 million, while under IFRS amounted to $221.1 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 non-consolidated companies.
 
 
 
9

 
 
 
Geographical information

   
(Unaudited)
 
(all amounts in thousands of U.S. dollars)
 
North America
   
South America
   
Europe
   
Middle East & Africa
   
Far East & Oceania
   
Total
 
Three-month ended March 31, 2015
                                   
Net sales
    1,047,460       561,496       245,028       320,630       78,941       2,253,555  
Capital expenditures
    164,582       69,638       13,997       8,681       4,361       261,259  
Depreciation and amortization
    84,384       28,764       27,584       2,436       4,569       147,737  
                                                 
Three-month ended March 31, 2014
                                               
Net sales
    1,163,243       500,168       273,409       541,421       101,703       2,579,944  
Capital expenditures
    74,622       78,885       30,675       436       4,427       189,045  
Depreciation and amortization
    82,608       30,115       31,924       2,659       5,358       152,664  
 
3          Segment Information (Cont.)

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

There are no revenues from external customers attributable to the Company’s country of incorporation (Luxembourg). For geographical information purposes, “North America” comprises Canada, Mexico and the United States; “South America” comprises principally Argentina, Brazil, Colombia and Ecuador; “Europe” comprises principally Italy, United Kingdom; Norway and Romania; “Middle East and Africa” comprises principally Angola, Iraq, Nigeria, Saudi Arabia, United Arab Emirates, Kazakhstan, Congo and; “Far East and Oceania” comprises principally China and Indonesia.
 
 
 
10

 

 
4           Cost of sales

   
Three-month period ended March 31,
 
(all amounts in thousands of U.S. dollars)
 
2015
   
2014
 
   
(Unaudited)
 
Inventories at the beginning of the period
    2,779,869       2,702,647  
                 
Plus: Charges of the period
               
Raw materials, energy, consumables and other
    566,250       952,890  
Services and fees
    83,517       104,354  
Labor cost
    254,600       293,431  
Depreciation of property, plant and equipment
    88,741       91,856  
Amortization of intangible assets
    5,726       2,723  
Maintenance expenses
    50,936       50,133  
Allowance for obsolescence
    16,372       2,108  
Taxes
    5,415       1,092  
Other
    27,518       31,467  
      1,099,075       1,530,054  
                 
Less: Inventories at the end of the period
    (2,438,252 )     (2,705,667 )
      1,440,692       1,527,034  
 
 
 
11

 

 
5           Selling, general and administrative expenses
 
   
Three-month period ended March 31,
 
(all amounts in thousands of U.S. dollars)
 
2015
   
2014
 
   
(Unaudited)
 
Services and fees
    39,987       42,065  
Labor cost
    143,128       150,563  
Depreciation of property, plant and equipment
    4,717       5,024  
Amortization of intangible assets
    48,553       53,061  
Commissions, freight and other selling expenses
    117,721       143,097  
Provisions for contingencies
    6,304       7,987  
Allowances for doubtful accounts
    7,675       16,795  
Taxes
    41,218       39,958  
Other
    26,804       30,310  
      436,107       488,860  

 
 
12

 
 
 
6           Financial results

(all amounts in thousands of U.S. dollars)
 
Three-month period ended March 31,
 
   
2015
   
2014
 
   
(Unaudited)
 
             
     Interest Income
    7,479       7,513  
     Interest from available-for-sale financial assets
    69       636  
     Net result on changes in FV of financial assets at FVTPL
    3,957       2,872  
     Net result on available-for-sale financial assets
    602       444  
Finance Income
    12,107       11,465  
Finance Cost
    (6,257 )     (13,003 )
     Net foreign exchange transactions results (*)
    (22,595 )     51,276  
     Foreign exchange derivatives contracts results
    14,551       (4,555 )
     Other
    774       (2,690 )
Other Financial results
    (7,270 )     44,031  
Net Financial results
    (1,420 )     42,493  

 (*) For the three month period ended March 31, 2015, include the negative impact from the Brazilian Real devaluation against the U.S. dollar denominated borrowings in Brazil. For the three month period ended March 31, 2014 include 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 February 18, 2015 the Company’s board of directors proposed, for the approval of the Annual General Shareholders' meeting to be held on May 6, 2015, the payment of an annual dividend of $0.45 per share ($0.90 per ADS), or approximately $531.2 million, which includes the interim dividend of $0.15 per share ($0.30 per ADS) or approximately $177.1 million, paid on November 27, 2014. If the annual dividend is approved by the shareholders, a dividend of $0.30 per share ($0.60 per ADS), or approximately $354.1 million will be paid on May 20, 2015, with an ex-dividend date of May 18, 2015. These Consolidated Condensed Interim Financial Statements do not reflect this dividend payable.

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.
 
 
 
13

 

 
8           Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)
 
2015
   
2014
 
   
(Unaudited)
 
Three-month period ended March 31,
           
Opening net book amount
    5,159,557       4,673,767  
Currency translation adjustment
    (118,150 )     8,683  
Additions (*)
    243,355       173,117  
Disposals
    (554 )     (4,027 )
Transfers
    1,942       (270 )
Depreciation charge
    (93,458 )     (96,880 )
At March 31,
    5,192,692       4,754,390  

 (*)The increase is mainly due to the progress in the construction of the greenfield seamless facility in Bay City, Texas.

 
 
14

 

 
    Intangible assets, net

(all amounts in thousands of U.S. dollars)
 
2015
   
2014
 
   
(Unaudited)
 
Three-month period ended March 31,
           
Opening net book amount
    2,757,630       3,067,236  
Currency translation adjustment
    (9,846 )     314  
Additions
    17,904       15,928  
Transfers
    (1,942 )     270  
Amortization charge
    (54,279 )     (55,784 )
At March 31,
    2,709,467       3,027,964  

10           Other investments and Cash and cash equivalents

   
At March 31,
   
At December 31,
 
   
2015
   
2014
 
Other investments
 
(Unaudited)
       
Fixed Income (time-deposit, zero coupon bonds, commercial papers)
    931,488       718,877  
Bonds and other fixed Income
    1,138,537       817,823  
Fund Investments
    305,085       301,679  
      2,375,110       1,838,379  
Cash and cash equivalents
               
Cash at banks
    110,640       120,772  
Liquidity funds
    194,833       110,952  
Short – term investments
    370,146       185,921  
      675,619       417,645  
 
 
 
15

 
 
 
11           Contingencies, commitments and restrictions to the distribution of profits

Contingencies

This note should be read in conjunction with Note 25 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2014.

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 the 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

An Italian subsidiary of Tenaris 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 $303 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 $9 million), including principal, interest and penalties. On October 2, 2014, the Italian tax authorities appealed against the tax court decision on the first assessment. The hearing on this appeal will be held on May 14, 2015.

 
 
16

 

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

Contingencies (Cont.)

 
§
Tax assessment in Italy (Cont.)

On December 24, 2013, the Italian subsidiary 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, based on the same arguments of the first assessment, is for an estimated amount, as of March 31, 2015, of EUR248 million (approximately $267 million), comprising principal, interest and penalties. On February 20, 2014, the assessment for 2008 was appealed with the tax court in Milan. The hearing on this appeal will be held on June 22, 2015.

Based on the tax court decision on the first assessment, Tenaris believes that it is not probable that the ultimate resolution of either the first or the second tax assessment will result in a material obligation.

 
§
CSN claims relating to the January 2012 acquisition of Usiminas shares

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 that acquired a participation in Usiminas’ control group in January 2012.

The CSN lawsuit alleges that, under applicable Brazilian laws and rules, the acquirers were required to launch a tag-along tender offer to all 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’ control group, and Confab would have a 17.9% share in that offer.

On September 23, 2013, the first instance court issued its decision finding in favor 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 currently expected that the court of appeals will issue its judgment on the appeal within 2015.

The Company is aware that on November 10, 2014, CSN filed a separate complaint with Brazil’s securities regulator Comissão de Valores Mobiliários (CVM) on the same grounds and with the same purpose as the lawsuit referred to above. The CVM proceeding is underway and the Company has not yet been served with process or requested to provide its response.

Finally, on December 11, 2014, CSN filed a claim with Brazil’s antitrust regulator Conselho Administrativo de Defesa Econômica (CADE). In its claim, CSN alleges that the antitrust clearance request related to the January 2012 acquisition, which was approved by CADE without restrictions in August 2012, contained a false and deceitful description of the acquisition aimed at frustrating the minority shareholders’ right to a tag-along tender offer, and requests that CADE investigate and reopen the antitrust review of the acquisition and suspend the Company’s voting rights in Usiminas until the review is completed. The case is currently under review by CADE’s Administrative Tribunal.

Tenaris believes that all of CSN's claims and allegations are groundless and without merit, as confirmed by several opinions of Brazilian counsel and previous decisions by CVM, 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 first referred to above. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements.

 
 
17

 

 
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 March 31, 2015, the estimated aggregate contract amount through March 31, 2016, calculated at current prices, is approximately $223 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 $431.7 million related to the investment plan to expand Tenaris’s U.S. 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, 2014, 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, 2014
    21,072,180  
Total equity in accordance with Luxembourg law
    22,980,504  

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 March 31, 2015, this reserve was fully allocated and additional allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.

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

At December 31, 2014, distributable amount under Luxembourg law totals $21.7 billion, as detailed below:

(all amounts in thousands of U.S. dollars)
     
Retained earnings at December 31, 2013 under Luxembourg law
    21,899,189  
Other income and expenses for the year ended December 31, 2014
    (295,767 )
Dividends approved
    (531,242 )
Retained earnings at December 31, 2014 under Luxembourg law
    21,072,180  
Share premium
    609,733  
Distributable amount at December 31, 2014 under Luxembourg law
    21,681,913  
 
 
 
18

 

 
12           Investments in non-consolidated companies

 
a)
Ternium

Ternium S.A. (“Ternium”), is a steel producer in Latin America with production facilities in Mexico, Argentina, Colombia, United States and Guatemala and is one of Tenaris’s suppliers of round steel bars and flat steel products for its pipes business.

At March 31, 2015, the closing price of Ternium’s ADSs as quoted on the New York Stock Exchange was $18.1 per ADS, giving Tenaris’s ownership stake a market value of approximately $415.1 million (Level 1). At March 31, 2015, the carrying value of Tenaris’ ownership stake in Ternium, based on Ternium’s IFRS financial statements, was approximately $562.2 million.

 
b)
Usiminas

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

At March 31, 2015, the closing price of the Usiminas’ ordinary shares as quoted on the BM&FBovespa Stock Exchange was BRL 21.5 (approximately $6.7) per share, giving Tenaris’s ownership stake a market value of approximately $167.5 million (Level 1). At March 31, 2015, the carrying value of Tenaris’s ownership stake in Usiminas, was approximately $153.5 million. This amount includes tangible and intangible assets allocated in the purchase price for $23.7 million.

An impairment over the investment in Usiminas was performed as of December 31, 2014, for a total amount of approximately $49.0 million. Additionally, as of March 31, 2015 the Company impaired the investment in Usiminas for a total amount of approximately $16.8 million. The impairment was mainly due to expectations of a weaker industrial environment in Brazil, and consequently steel demand, as a result of worsening economic activity, as well as a significant additional downturn in international prices of iron ore and steel, which led to diminished cash flow expectations.

To determine the recoverable value, the value in use was used, which was calculated as the present value of the expected cash flows, considering the expected prices for the years covered by the projection. As of March 31, 2015 and December 31, 2014 the discount rate used to test the investment in Usiminas for impairment was 10.3% and 9.8% respectively.

U.S. Securities and Exchange Commission (“SEC”) review of Usiminas investment

As part of its regular reviews of Tenaris's filings of financial statements, the Staff of the SEC has issued comments regarding the carrying value of Tenaris's investment in Usiminas. While Tenaris has provided information to the SEC Staff supporting the company's accounting treatment of the Usiminas investment under IFRS, discussions with the Staff continue. 

If it is determined after the conclusion of this process that an additional impairment of the investment in Usiminas should be recorded in 2014, Tenaris could be required to restate its 2014 financial statements. A restatement of the 2014 financial statements could also result in a restatement of the financial statements for the first quarter of 2015.

The value of Tenaris’s investment in Usiminas was determined by the application of IFRS and tested for impairment using the value in use calculation as per IAS 36.

As of December 31, 2014, the value in use calculation on the investment in Usiminas derived in an impairment charge of $49.0 million. Additionally, during the fourth quarter of 2014, the investment in Usiminas was reduced by $21.8 million due to the currency translation adjustment (CTA), following a devaluation of the Brazilian Real (BRL). Therefore, including quarterly results, the value of Tenaris’s investment in Usiminas decreased from $283.6 million as of September 30, 2014 to $209.3 million as of December 31, 2014.

 
 
19

 


12           Investments in non-consolidated companies (Cont.)

 
b)
Usiminas (Cont.)

U.S. Securities and Exchange Commission (“SEC”) review of Usiminas investment (Cont.)

Additionally, in the first quarter of 2015, an additional impairment of $16.8 million was recorded and a further devaluation of the BRL reduced the value of the investment by $35.7 million through CTA. Therefore, including quarterly results, the carrying value as of March 31, 2015 amounted to $153.5 million, representing a 1.2% of Tenaris Net Worth.

The table below shows Tenaris’s carrying value for its investment in Usiminas (expressed on a per share basis) at September 30, 2014, December 31, 2014 and March 31, 2015, as well as the book value of Usiminas equity.

Per share amount in USD
 
Carrying value
   
Book value
 
September 30, 2014
    11.3       7.0  
December 31, 2014
    8.4       6.4  
March 31, 2015
    6.1       5.2  

 
c)
Techgen, S.A. de C.V. (“Techgen”)
 
Techgen is a Mexican project company currently undertaking 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. Techgen is currently 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.

§
Techgen is a party to transportation capacity agreements with Kinder Morgan Gas Natural de Mexico, S. de R.L. de C.V., Kinder Morgan Texas Pipeline LLC and Kinder Morgan Tejas Pipeline LLC for a purchasing capacity of 150,000 MMBtu/Gas per day starting on June 1, 2016 and ending on May 31, 2036. As of March 31, 2015, the outstanding value of this commitment was approximately $285 million. Tenaris’s exposure under the guarantee in connection with these agreements amounts to $62.6 million, corresponding to the 22% of the agreements’ outstanding value as of March 31, 2015.

§
Techgen is a party to a contract with GE Power Systems, Inc. and General Electric International Operations Company, Inc. Mexico Branch for the purchase of power generation equipment and other services related to the equipment for an outstanding amount of approximately $238 million. These agreements required Techgen to issue stand-by letters of credit up to an amount of $47.5 million. Tenaris’s exposure under the guarantee in connection with these stand-by letters of credit issued by Techgen is of $4.7 million.

§
Tenaris issued a Corporate Guarantee covering 22% of the obligations of Techgen under a syndicated loan agreement between Techgen and several banks led by Citigroup Global Markets Inc., Credit Agricole Corporate and Investment Bank, and Natixis, New York Branch acting as joint bookrunners. The loan agreement amounted to $800 million and the proceeds will be used by Techgen in the construction of the facility. As of March 31, 2015, disbursements under the loan agreement amounted $569 million, as a result the amount guaranteed by Tenaris was approximately $125.2 million. If the loan is disbursed in full, the amount guaranteed by Tenaris will be approximately $176 million. The main covenants under the Corporate Guarantee are limitations on the sale of certain assets and compliance with financial ratios (e.g. leverage ratio).


 
20

 
 
 
13           Related party transactions

As of March 31, 2015:  

§
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.

Transactions and balances disclosed as with “non-consolidated parties” 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 non-consolidated parties and which are not consolidated are disclosed as “Other”.
 
 
 
21

 

 
The following transactions were carried out with related parties.

 
 (all amounts in thousands of U.S. dollars)
 
Three-month period ended March 31,
 
     
2015
   
2014
 
(i)
Transactions
 
(Unaudited)
 
 
(a) Sales of goods and services
           
 
Sales of goods to non-consolidated parties
    10,918       7,099  
 
Sales of goods to other related parties
    24,785       25,102  
 
Sales of services to non-consolidated parties
    2,227       2,526  
 
Sales of services to other related parties
    924       870  
        38,854       35,597  
                   
 
(b) Purchases of goods and services
               
 
Purchases of goods to non-consolidated parties
    76,201       68,546  
 
Purchases of goods to other related parties
    3,874       4,691  
 
Purchases of services to non-consolidated parties
    3,235       7,282  
 
Purchases of services to other related parties
    25,911       17,847  
        109,221       98,366  
                   
 
 (all amounts in thousands of U.S. dollars)
 
At March 31,
   
At December 31,
 
        2015       2014  
(ii)
Period-end balances
 
(Unaudited)
         
 
(a) Arising from sales / purchases of goods / services
               
 
Receivables from non-consolidated parties
    94,341       104,703  
 
Receivables from other related parties
    36,952       31,628  
 
Payables to non-consolidated parties
    (34,014 )     (53,777 )
 
Payables to other related parties
    (21,322 )     (28,208 )
        75,957       54,346  
                   
 
(b) Financial debt
               
 
Borrowings from other related parties
    (52 )     (200 )
        (52 )     (200 )


 
22

 
 
 
 14           Fair Value

 
§
Measurement

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

The following table presents the assets and liabilities that are measured at fair value as of March 31, 2015 and December 31, 2014:

March 31, 2015
 
Level 1
   
Level 2
   
Level 3 (*)
   
Total
 
Assets
                       
Cash and cash equivalents
    675,619       -       -       675,619  
Other investments
    1,539,696       835,414       1,559       2,376,669  
Derivatives financial instruments
    -       19,269       -       19,269  
Available for sale assets
    -       -       21,572       21,572  
Total
    2,215,315       854,683       23,131       3,093,129  
Liabilities
                               
Derivatives financial instruments
    -       58,523       -       58,523  
Total
    -       58,523       -       58,523  

December 31, 2014
 
Level 1
   
Level 2
   
Level 3 (*)
   
Total
 
Assets
                       
Cash and cash equivalents
    417,645       -       -       417,645  
Other investments
    1,277,465       560,914       1,539       1,839,918  
Derivatives financial instruments
    -       25,588       -       25,588  
Available for sale assets
    -       -       21,572       21,572  
Total
    1,695,110       586,502       23,111       2,304,723  
Liabilities
                               
Derivatives financial instruments
    -       56,834       -       56,834  
Total
    -       56,834       -       56,834  

 (*) 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 30 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2014.
 
 
 
23

 

 
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).

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.
 
 
 
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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.
 
14           Fair Value (Cont.)

 
§
Estimation

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

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

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

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

Borrowings are comprised primarily of fixed rate debt and variable rate debt with a short term portion where interest has already been fixed, they are classified under other financial liabilities and measured at their carrying amount. Tenaris estimates that the fair value of its main financial liabilities is approximately 100.1% and 100.4% of its carrying amount including interests accrued as of March 31, 2015 and 2014, respectively. Tenaris estimates that a change of 100 basis points in the reference interest rates would have an estimated impact of approximately 0.4% and 0.3 % in the fair value of borrowings as of March 31, 2015 and 2014, 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
 

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