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Tenaris S.A.

Annual Report Feb 21, 2018

6230_10-k_2018-02-21_9b6ef75b-8ce7-4a26-92bb-204170b462d6.pdf

Annual Report

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TENARIS S.A.

CONSOLIDATED FINANCIAL STATEMENTS

For the years ended December 31, 2017, 2016 and 2015

29, Avenue de la Porte-Neuve – 3rd Floor. L – 2227 Luxembourg R.C.S. Luxembourg: B 85 203

CONSOLIDATED INCOME STATEMENT

(all amounts in thousands of US dollars, unless otherwise stated) Year ended December 31,
Notes 2017 2016 2015
Continuing operations
Net sales 1 5,288,504 4,293,592 6,903,123
Cost of sales 2 (3,685,057) (3,165,684) (4,747,760)
Gross profit 1,603,447 1,127,908 2,155,363
Selling, general and administrative expenses 3 (1,270,016) (1,196,929) (1,593,597)
Other operating income 5 10,516 21,127 14,603
Other operating expenses 5 (9,359) (11,163) (410,574)
Operating income (loss) 334,588 (59,057) 165,795
Finance Income 6 47,605 66,204 34,574
Finance Cost 6 (27,072) (22,329) (23,058)
Other financial results 6 (43,550) (21,921) 3,076
Income (loss) before equity in earnings of non-consolidated companies and income tax 311,571 (37,103) 180,387
Equity in earnings (losses) of non-consolidated companies 7 116,140 71,533 (39,558)
Income before income tax 427,711 34,430 140,829
Income tax 8 17,136 (17,102) (234,384)
Income (loss) for continuing operations 444,847 17,328 (93,555)
Discontinued operations
Result for discontinued operations
91,542 41,411 19,130
28
Income (loss) for the year 536,389 58,739 (74,425)
Attributable to:
Owners of the parent 544,737 55,298 (80,162)
Non-controlling interests (8,348) 3,441 5,737
536,389 58,739 (74,425)
Earnings per share attributable to the owners of the parent during the year:
Weighted average number of ordinary shares (thousands) 1,180,537 1,180,537 1,180,537
Continuing operations
Basic and diluted earnings (losses) per share (U.S. dollars per share) 0.38 0.01 (0.08)
Basic and diluted earnings (losses) per ADS (U.S. dollars per ADS) (*) 0.77 0.02 (0.17)
Continuing and discontinued operations
Basic and diluted earnings (losses) per share (U.S. dollars per share) 0.46 0.05 (0.07)
Basic and diluted earnings (losses) per ADS (U.S. dollars per ADS) (*) 0.92 0.09 (0.14)

(*) Each ADS equals two shares.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(all amounts in thousands of U.S. dollars) Year ended December 31,
2017 2016 2015
Income (loss) for the year 536,389 58,739 (74,425)
Items that may be subsequently reclassified to profit or loss:
Currency translation adjustment 151,762 37,187 (256,260)
Change in value of cash flow hedges 4,502 (7,525) 10,699
Change in value of available for sale financial instruments - - 2,486
Income tax relating to components of other comprehensive income 23 (23) (284)
Share of other comprehensive income of non-consolidated companies:
- Currency translation adjustment (9,548) 3,473 (92,914)
- Changes in the fair value of derivatives held as cash flow hedges and others 512 421 (3,790)
147,251 33,533 (340,063)
Items that will not be reclassified to profit or loss:
Remeasurements of post employment benefit obligations (8,635) (230) 14,181
Income tax on items that will not be reclassified 1,338 (1,760) (4,242)
Remeasurements of post employment benefit obligations of non-consolidated companies (376) (5,475) (449)
(7,673) (7,465) 9,490
Other comprehensive income (loss) for the year, net of tax 139,578 26,068 (330,573)
Total comprehensive income (loss) for the year 675,967 84,807 (404,998)
Attributable to:
Owners of the parent 683,531 81,702 (410,187)
Non-controlling interests (7,564) 3,105 5,189
675,967 84,807 (404,998)
Total comprehensive income (loss) for the year
attributable to Owners of the parent arises from
Continuing operations 591,989 40,291 (429,317)
Discontinued operations 91,542 41,411 19,130
683,531 81,702 (410,187)
(all amounts in thousands of U.S. dollars) At December 31, 2017 At December 31, 2016
ASSETS Notes
Non-current assets
Property, plant and equipment, net 10 6,229,143 6,001,939
Intangible assets, net 11 1,660,859 1,862,827
Investments in non-consolidated companies 12 640,294 557,031
Available for sale assets 31 21,572 21,572
Other investments 18 128,335 249,719
Deferred tax assets 20 153,532 144,613
Receivables, net 13 183,329 9,017,064 197,003 9,034,704
Current assets
Inventories, net 14 2,368,304 1,563,889
Receivables and prepayments, net 15 143,929 124,715
Current tax assets 16 132,334 140,986
Trade receivables, net 17 1,214,060 954,685
Other investments 18 1,192,306 1,633,142
Cash and cash equivalents 18 330,221 5,381,154 399,737 4,817,154
Assets of disposal group classified as held for sale 28 - 151,417
Total assets 14,398,218 14,003,275
EQUITY
Capital and reserves attributable to owners of the
parent
Non-controlling interests
11,482,185
98,785
11,287,417
125,655
Total equity 11,580,970 11,413,072
LIABILITIES
Non-current liabilities
Borrowings 19 34,645 31,542
Deferred tax liabilities 20 457,970 550,657
Other liabilities 21 (i) 217,296 213,617
Provisions 22 36,438 746,349 63,257 859,073
Current liabilities
Borrowings 19 931,214 808,694
Current tax liabilities 16 102,405 101,197
Other liabilities 21 (ii) 197,504 183,887
Provisions 23 (ii) 32,330 22,756
Customer advances 56,707 39,668
Trade payables 750,739 2,070,899 556,834 1,713,036
Liabilities of disposal group classified as held for sale 28 - 18,094
Total liabilities 2,817,248 2,590,203
Total equity and liabilities 14,398,218 14,003,275

Contingencies, commitments and restrictions on the distribution of profits are disclosed in Note 25.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

(all amounts in thousands of U.S. dollars)

Attributable to owners of the parent
Share
Capital (1)
Legal
Reserves
Share
Premium
Currency
Translation
Adjustment
Other
Reserves (2)
Retained
Earnings (3)
Total Non
controlling
interests
Total
Balance at December 31, 2016 1,180,537 118,054 609,733 (965,955) (313,088) 10,658,136 11,287,417 125,655 11,413,072
Income (loss) for the year - - - - - 544,737 544,737 (8,348) 536,389
Currency translation adjustment - - - 151,080 - - 151,080 682 151,762
Remeasurements of post employment benefit obligations, net
of taxes - - - - (7,423) - (7,423) 126 (7,297)
Change in value of available for sale financial instruments and
cash flow hedges net of tax - - - - 4,549 - 4,549 (24) 4,525
Share of other comprehensive income of non-consolidated
companies
- - - (9,548) 136 - (9,412) - (9,412)
Other comprehensive income for the year - - - 141,532 (2,738) - 138,794 784 139,578
Total comprehensive income (loss) for the year - - - 141,532 (2,738) 544,737 683,531 (7,564) 675,967
Acquisition and other changes in non-controlling interests - - - - (4,743) - (4,743) 4,694 (49)
Dividends paid in cash - - - - - (484,020) (484,020) (24,000) (508,020)
Balance at December 31, 2017 1,180,537 118,054 609,733 (824,423) (320,569) 10,718,853 11,482,185 98,785 11,580,970

(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of \$1.00 per share. As of December 31, 2017 there were 1,180,536,830 shares issued. All issued shares are fully paid.

(2) Other reserves include mainly the result of transactions with non-controlling interest that do not result in a loss of control, the remeasurement of post-employment benefit obligations and the changes in value of cash flow hedges and in available for sale financial instruments.

(3) The Distributable Reserve and Retained Earnings calculated according to Luxembourg Law are disclosed in Note 25.

Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONT.)

(all amounts in thousands of U.S. dollars) Attributable to owners of the parent
Currency Non
Share Legal Share Translation Other Retained controlling
Capital (1) Reserves Premium Adjustment Reserves (2) Earnings Total interests Total
Balance at December 31, 2015 1,180,537 118,054 609,733 (1,006,767) (298,682) 11,110,469 11,713,344 152,712 11,866,056
Income for the year - - - - - 55,298 55,298 3,441 58,739
Currency translation adjustment - - - 37,339 - - 37,339 (152) 37,187
Remeasurements of post employment benefit obligations, net
of taxes - - - - (1,781) - (1,781) (209) (1,990)
Change in value of available for sale financial instruments and
cash flow hedges net of tax - - - - (7,573) - (7,573) 25 (7,548)
Share of other comprehensive income of non-consolidated
companies - - - 3,473 (5,054) - (1,581) - (1,581)
Other comprehensive income (loss) for the year - - - 40,812 (14,408) - 26,404 (336) 26,068
Total comprehensive income for the year - - - 40,812 (14,408) 55,298 81,702 3,105 84,807
Acquisition of non-controlling interests - - - - 2 - 2 (1,073) (1,071)
Dividends paid in cash - - - - - (507,631) (507,631) (29,089) (536,720)
Balance at December 31, 2016 1,180,537 118,054 609,733 (965,955) (313,088) 10,658,136 11,287,417 125,655 11,413,072
Share Legal Share Currency
Translation
Other Retained Non
controlling
Capital (1) Reserves Premium Adjustment Reserves (2) Earnings Total interests Total
Balance at December 31, 2014 1,180,537 118,054 609,733 (658,284) (317,799) 11,721,873 12,654,114 152,200 12,806,314
(Loss) income for the year - - - - - (80,162) (80,162) 5,737 (74,425)
Currency translation adjustment - - - (255,569) - - (255,569) (691) (256,260)
Remeasurements of post employment benefit obligations, net
of taxes - - - - 10,213 - 10,213 (274) 9,939
Change in value of available for sale financial instruments and
cash flow hedges net of tax - - - - 12,484 - 12,484 417 12,901
Share of other comprehensive income of non-consolidated
companies - - - (92,914) (4,239) - (97,153) - (97,153)
Other comprehensive (loss) for the year - - - (348,483) 18,458 - (330,025) (548) (330,573)
Total comprehensive (loss) income for the year - - - (348,483) 18,458 (80,162) (410,187) 5,189 (404,998)
Acquisition of non-controlling interests - - - - 659 - 659 (1,727) (1,068)
Dividends paid in cash - - - - - (531,242) (531,242) (2,950) (534,192)
Balance at December 31, 2015 1,180,537 118,054 609,733 (1,006,767) (298,682) 11,110,469 11,713,344 152,712 11,866,056

(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of \$1.00 per share. As of December 31, 2016 and 2015 there were 1,180,536,830 shares issued. All issued shares are fully paid.

(2) Other reserves include mainly the result of transactions with non-controlling interest that do not result in a loss of control, the remeasurement of post-employment benefit obligations and the changes in value of cash flow hedges and in available for sale financial instruments.

Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015 CONSOLIDATED STATEMENT OF CASH FLOWS

(all amounts in thousands of U.S. dollars) Year ended December 31,
Notes 2017 2016 2015
Cash flows from operating activities
Income (loss) for the year 536,389 58,739 (74,425)
Adjustments for:
Depreciation and amortization 10 & 11 608,640 662,412 658,778
Impairment charge 5 - - 400,314
Income tax accruals less payments 27(ii) (193,989) (128,079) (91,080)
Equity in (earnings) losses of non-consolidated companies 7 (116,140) (71,533) 39,558
Interest accruals less payments, net 27(iii) 11,550 (2,567) 26,622
Changes in provisions (17,245) 15,597 (20,678)
Income from the sale of Conduit business 28 (89,694) - -
Changes in working capital 27(i) (855,282) 348,199 1,373,985
Currency translation adjustment and others 93,746 (19,203) (98,070)
Net cash (used in) provided by operating activities (22,025) 863,565 2,215,004
Cash flows from investing activities
Capital expenditures 10 & 11 (558,236) (786,873) (1,131,519)
Changes in advance to suppliers of property, plant and
equipment
7,077 50,989 49,461
Proceeds from disposal of Conduit business 28 327,631 - -
Investment in non-consolidated companies 12 - (17,108) (4,400)
Acquisition of subsidiaries 26 (10,418) - -
Investment in companies under cost method (3,681) - -
Loan to non-consolidated companies 12 c (7,056) (42,394) (22,322)
Proceeds from disposal of property, plant and equipment
and intangible assets 5,443 23,609 10,090
Dividends received from non-consolidated companies 12 22,971 20,674 20,674
Changes in investments in securities 565,387 652,755 (695,566)
Net cash provided by (used in) investing activities 349,118 (98,348) (1,773,582)
Cash flows from financing activities
Dividends paid 9 (484,020) (507,631) (531,242)
Dividends paid to non-controlling interest in subsidiaries (24,000) (29,089) (2,950)
Acquisitions of non-controlling interests (49) (1,071) (1,068)
Proceeds from borrowings 1,196,781 1,180,727 2,064,218
Repayments of borrowings (1,090,129) (1,295,560) (2,063,992)
Net cash used in financing activities (401,417) (652,624) (535,034)
(Decrease) increase in cash and cash equivalents (74,324) 112,593 (93,612)
Movement in cash and cash equivalents
At the beginning of the year 398,580 286,198 416,445
Effect of exchange rate changes 5,834 (211) (36,635)
(Decrease) increase in cash and cash equivalents (74,324) 112,593 (93,612)
At December 31, 27(iv) 330,090 398,580 286,198
At December 31,
Cash and cash equivalents 2017 2016 2015
Cash and bank deposits 330,221 399,900 286,547
Bank overdrafts 19 (131) (1,320) (349)
330,090 398,580 286,198

II ACCOUNTING POLICIES ("AP") 2 Cost of sales

  • D Foreign currency translation 6 Financial results
  • F Intangible assets 8 Income tax
  • G Impairment of non-financial assets 9 Dividends distribution

  • K Cash and cash equivalents 13 Receivables non current

  • N Current and deferred income tax 16 Current tax assets and liabilities

  • O Employee benefits 17 Trade receivables
  • Q Trade payables 19 Borrowings
  • S Cost of sales and other selling expenses 21 Other liabilities

  • V Non-current assets held for sale and discontinued operations

III FINANCIAL RISK MANAGEMENT 26 Acquisition of subsidiaries

  • B Category of Financial Instruments and Classification Within the Fair Value Hierarchy
  • D Accounting for derivative financial instruments and hedging activities

I GENERAL INFORMATION IV OTHER NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

  • 1 Segment information
  • A Basis of presentation 3 Selling, general and administrative expenses
  • B Group accounting 4 Labor costs (included in Cost of sales and in Selling, general and administrative expenses)
  • C Segment information 5 Other operating income and expenses
  • E Property, plant and equipment 7 Equity in earnings (losses) of non-consolidated companies
  • H Other investments 10 Property, plant and equipment, net
  • I Inventories 11 Intangible assets, net
  • J Trade and other receivables 12 Investments in non-consolidated companies
  • L Equity 14 Inventories
  • M Borrowings 15 Receivables and prepayments
  • P Provisions 18 Cash and cash equivalents and other investments
  • R Revenue recognition 20 Deferred income tax
  • T Earnings per share 22 Non-current allowances and provisions
  • U Financial instruments 23 Current allowances and provisions
  • 24 Derivative financial instruments
  • 25 Contingencies, commitments and restrictions on the distribution of profits

  • 27 Cash flow disclosures

  • A Financial Risk Factors 28 Net assets of disposal group classified as held for sale
  • 29 Related party transactions
  • C Fair value estimation 30 Principal subsidiaries
  • 31 Nationalization of Venezuelan subsidiaries
  • 32 Fees paid to the Company's principal accountant
  • 33 Subsequent event

Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015 I. GENERAL INFORMATION

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

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

These Consolidated Financial Statements were approved for issuance by the Company's Board of Directors on February 21, 2018.

II. ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

A BASIS OF PRESENTATION

The Consolidated Financial Statements of Tenaris have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the International Accounting Standards Board ("IASB") and in accordance with IFRS as adopted by the European Union, under the historical cost convention, as modified by the revaluation of available for sale financial assets, financial assets and liabilities (including derivative instruments) at fair value through profit or loss and plan assets measured at fair value. The Consolidated Financial Statements are, unless otherwise noted, presented in thousands of U.S. dollars ("\$").

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

Following the sale of the steel electric conduit business in North America, known as Republic Conduit, the results of the mentioned business are presented as discontinued operations in accordance with IFRS 5 "Noncurrent Assets Held for Sale and Discontinued Operations". Consequently, all amounts related to discontinued operations within each line item of the Consolidated Income Statement are reclassified into discontinued operations. The Consolidated Statement of Cash Flows includes the cash flows for continuing and discontinued operations, cash flows from discontinued operations and earnings per share are disclosed separately in Note 28, as well as additional information detailing net assets of disposal group classified as held for sale and discontinued operations.

The preparation of Consolidated Financial Statements in conformity with IFRS requires management to make certain accounting estimates and assumptions that might affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the reporting dates, and the reported amounts of revenues and expenses during the reporting years. Actual results may differ from these estimates.

(1) New and amended standards not yet adopted and relevant for Tenaris

IFRS 9, "Financial instruments"

In July 2014, the IASB issued IFRS 9, "Financial instruments", which replaces the guidance in IAS 39. IFRS 9 includes new requirements on the classification and measurement of financial assets and liabilities, as well as a new impairment model based on expected credit losses rather than the incurred loss impairment model of IAS 39. It also introduces new rules for hedge accounting. IFRS 9 must be applied on annual periods beginning on or after January 1, 2018.

The Company will apply the new rules retrospectively from 1 January 2018. Comparative amounts for previous years will not be restated.

The Company has reviewed its financial assets and liabilities and is expecting that the other investments categorized as held to maturity and carried at amortized cost will qualify for classification at fair value through other comprehensive income. Accordingly, Tenaris expects an increase in the valuation of its financial assets of approximately \$3 million.

A Basis of presentation (Cont.)

(1) New and amended standards not yet adopted and relevant for Tenaris (Cont.)

IFRS 9, "Financial instruments" (Cont.)

The new impairment model requires recognition of impairment provisions based on expected credit losses rather than on incurred credit losses. Based on the assessments undertaken, Tenaris expects a decrease of \$ 6 million in the allowance for doubtful accounts.

The Company does not expect any significant impact related to the new hedge accounting rules.

IFRS 15, "Revenue from contracts with customers"

In May 2014, the IASB issued IFRS 15, "Revenue from contracts with customers", which sets out the requirements in accounting for revenue arising from contracts with customers and which is based on the principle that revenue is recognized when control of a good or service is transferred to the customer. IFRS 15 must be applied on annual periods beginning on or after January 1, 2018.

The Company has assessed the effects of applying the new standard and the main areas affected will be the accounting for sales of shipping services, free of charge services and rights of return.

The impact of the adoption as of January 1, 2018 on the aggregate of revenues, cost of sales and selling expenses is expected to be a decrease of \$ 0.7 million net.

The Company intends to adopt this standard using the modified retrospective approach, meaning that the cumulative impact of the adoption will be recognized in retained earnings as of January 1, 2018 and that comparatives will not be restated.

IFRS 16, "Leases"

In January 2016, the IASB issued IFRS 16, "Leases". The new standard will result in almost all leases recognized on the balance sheet, as the distinction between operating and finance leases is removed. IFRS 16 must be applied on annual periods beginning on or after January 1, 2019.

The Company's management is currently assessing the potential impact that the application of this standard may have on the Company's financial condition or results of operations.

These standards were endorsed by the EU.

Other accounting pronouncements that became effective during 2017 have no material effect on the Company's financial condition or results of operations.

B Group accounting

(1) Subsidiaries and transactions with non-controlling interests

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

The acquisition method of accounting is used to account for the acquisition of subsidiaries by Tenaris. The cost of an acquisition is measured as the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of exchange. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any non-controlling interest in the acquiree is measured either at fair value or at the non-controlling interest's proportionate share of the acquiree's net assets. The excess of the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Consolidated Income Statement.

B Group accounting (Cont.)

(1) Subsidiaries and transactions with non-controlling interests (Cont.)

Contingent consideration is classified either as equity or as a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognized in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.

Transactions with non-controlling interests that do not result in a loss of control are accounted as transactions with equity owners of the Company. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.

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

(2) Non-consolidated companies

Non-consolidated companies are all entities in which Tenaris has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in non-consolidated companies (associated and joint ventures) are accounted for by the equity method of accounting and are initially recognized at cost. The Company's investment in non-consolidated companies includes goodwill identified in acquisition, net of any accumulated impairment loss.

Under the equity method of accounting, the investments are initially recognized at cost and adjusted thereafter to recognize Tenaris's share of the post-acquisition profits or losses of the investee in profit or loss, and Tenaris's share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognized as a reduction in the carrying amount of the investment.

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

The Company's pro-rata share of earnings in non-consolidated companies is recorded in the Consolidated Income Statement under Equity in earnings (losses) of non-consolidated companies. The Company's pro-rata share of changes in other reserves is recognized in the Consolidated Statement of Changes in Equity under Other Reserves.

At December 31, 2017, Tenaris holds 11.46% of Ternium S.A ("Ternium")'s common stock. The following factors and circumstances evidence that Tenaris has significant influence (as defined by IAS 28, "Investments in associates companies and Joint Ventures") over Ternium, and as a result the Company's investment in Ternium has been accounted for under the equity method:

  • Both the Company and Ternium are under the indirect common control of San Faustin S.A.;
  • Four out of eight members of Ternium's Board of Directors (including Ternium's chairman) are also members of the Company's Board of Directors;
  • Under the shareholders' agreement by and between the Company and Techint Holdings S.à r.l, a wholly owned subsidiary of San Faustin S.A. and Ternium's main shareholder, dated January 9, 2006, Techint Holdings S.à r.l, is required to take actions within its power to cause (a) one of the members of Ternium's Board of Directors to be nominated by the Company and (b) any director nominated by the Company to be only removed from Ternium's Board of Directors pursuant to previous written instructions of the Company.

At December 31, 2017, Tenaris holds through its Brazilian subsidiary Confab Industrial S.A. ("Confab"), 5.2% of the shares with voting rights and 3.08% of Usinas Siderúrgicas de Minas Gerais S.A. ("Usiminas") total share capital.

B Group accounting (Cont.)

(2) Non-consolidated companies (Cont.)

The acquisition of Usiminas shares was part of a larger transaction performed on January 16, 2012, pursuant to which Ternium, certain of its subsidiaries and Confab joined Usiminas' existing control group through the acquisition of ordinary shares representing 27.7% of Usiminas' total voting capital and 13.8% of Usiminas' total share capital. The rights of Ternium and its subsidiaries and Confab within the Ternium - Tenaris Group are governed under a separate shareholders agreement. Those circumstances evidence that Tenaris has significant influence over Usiminas, consequently, accounted it for under the equity method (as defined by IAS 28).

In April and May 2016 Tenaris's subsidiary Confab subscribed, in the aggregate, to 1.3 million preferred shares (BRL1.28 per share) for a total amount of BRL1.6 million (approximately \$0.5 million) and 11.5 million ordinary shares (BRL5.00 per share) for a total amount of BRL57.5 million (approximately \$16.6 million). The preferred and ordinary shares were issued on June 3, 2016 and July 19, 2016, respectively. Consequently as of December 31, 2017 Tenaris owns 36.5 million ordinary shares and 1.3 million preferred shares of Usiminas.

Tenaris carries its investment in Ternium and Usiminas under the equity method, with no additional goodwill or intangible assets recognized. Tenaris reviews investments in non-consolidated companies for impairment whenever events or changes in circumstances indicate that the asset's carrying amount may not be recoverable, such as a significant or prolonged decline in fair value below the carrying value. At December 31, 2017, 2016 and 2015, no impairment provisions were recorded on Tenaris's investment in Ternium while in 2015, an impairment charge was recorded on Tenaris's investment in Usiminas. See Note 7 and Note 12.

C Segment information

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

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

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

Tenaris's Chief Operating Decision Maker (CEO) holds monthly meetings with senior management, in which operating and financial performance information is reviewed, including financial information that differs from IFRS principally as follows:

  • The use of direct cost methodology to calculate the inventories, while under IFRS it is at full cost, including absorption of production overheads and depreciations;
  • The use of costs based on previously internally defined cost estimates, while, under IFRS, costs are calculated at historical cost;
  • Other timing differences, if any.

Tenaris presents its geographical information in five areas: North America, South America, Europe, Middle East and Africa and Asia Pacific. For purposes of reporting geographical information, net sales are allocated to geographical areas based on the customer's location; allocation of assets, capital expenditures and associated depreciations and amortizations are based on the geographical location of the assets.

D Foreign currency translation

(1) Functional and presentation currency

IAS 21 (revised) "The effects of changes in foreign exchange rates" defines the functional currency as the currency of the primary economic environment in which an entity operates.

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

Except for the Brazilian and Italian subsidiaries whose functional currencies are their local currencies, Tenaris determined that the functional currency of its other subsidiaries is the U.S. dollar, based on the following principal considerations:

  • Sales are mainly negotiated, denominated and settled in U.S. dollars. If priced in a currency other than the U.S. dollar, the sales price may consider exposure to fluctuation in the exchange rate versus the U.S. dollar;
  • Prices of their critical raw materials and inputs are priced and settled in U.S. dollars;
  • Transaction and operational environment and the cash flow of these operations have the U.S. dollar as reference currency;
  • Significant level of integration of the local operations within Tenaris's international global distribution network;
  • Net financial assets and liabilities are mainly received and maintained in U.S. dollars;
  • The exchange rate of certain legal currencies has long-been affected by recurring and severe economic crises.

(2) Transactions in currencies other than the functional currency

Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the date of the transactions or valuation where items are re-measured.

At the end of each reporting period: (i) monetary items denominated in currencies other than the functional currency are translated using the closing rates; (ii) non-monetary items that are measured in terms of historical cost in a currency other than the functional currency are translated using the exchange rates prevailing at the date of the transactions; and (iii) non-monetary items that are measured at fair value in a currency other than the functional currency are translated using the exchange rates prevailing at the date when the fair value was determined.

Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than the functional currency are recorded as gains and losses from foreign exchange and included in "Other financial results" in the Consolidated Income Statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges.

(3) Translation of financial information in currencies other than the functional currency

Results of operations for subsidiaries whose functional currencies are not the U.S. dollar are translated into U.S. dollars at the average exchange rates for each quarter of the year. Financial statement positions are translated at the year-end exchange rates. Translation differences are recognized in a separate component of equity as currency translation adjustments. In the case of a sale or other disposal of any of such subsidiaries, any accumulated translation difference would be recognized in income as a gain or loss from the sale.

Goodwill and fair value adjustments arising from the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

E Property, plant and equipment

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

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

Cost may also include transfers from equity of any gains or losses on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.

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

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

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

The assets' residual values and useful lives of significant plant and production equipment are reviewed and adjusted, if appropriate, at each year-end date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Management's re-estimation of assets useful lives, performed in accordance with IAS 16 "Property, Plant and Equipment", did not materially affect depreciation expenses for 2017, 2016 and 2015.

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

During 2017, the Company decided to redefine the subcategories within property, plant and equipment items, in order to better reflect the nature and intended use of the assets. Comparative figures were reclassified following the new subcategories.

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

F Intangible assets

(1) Goodwill

Goodwill represents the excess of the acquisition cost over the fair value of Tenaris's share of net identifiable assets acquired as part of business combinations determined mainly by independent valuations. Goodwill is tested at least annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Goodwill is included in the Consolidated Statement of Financial Position under Intangible assets, net.

For the purpose of impairment testing, goodwill is allocated to a subsidiary or group of subsidiaries that are expected to benefit from the business combination which generated the goodwill being tested.

F Intangible assets (Cont.)

(2) Information systems projects

Costs associated with maintaining computer software programs are generally recognized as an expense as incurred. However, costs directly related to the development, acquisition and implementation of information systems are recognized as intangible assets if it is probable that they have economic benefits exceeding one year and comply with the recognition criteria of IAS 38.

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

Management's re-estimation of assets useful lives, performed in accordance with IAS 38 "Intangible Assets", did not materially affect amortization expenses for 2017, 2016 and 2015.

(3) Licenses, patents, trademarks and proprietary technology

Licenses, patents, trademarks, and proprietary technology acquired in a business combination are initially recognized at fair value at the acquisition date. Licenses, patents, proprietary technology and those trademarks that have a finite useful life are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost over their estimated useful lives, and does not exceed a period of 10 years. Amortization charges are mainly classified as Selling, general and administrative expenses in the Consolidated Income Statement.

The balance of acquired trademarks that have indefinite useful lives according to external appraisal amounts to \$86.7 million at December 31, 2017 and 2016, included in Hydril CGU. Main factors considered in the determination of the indefinite useful lives, include the years that they have been in service and their recognition among customers in the industry.

Management's re-estimation of assets useful lives, performed in accordance with IAS 38, did not materially affect amortization expenses for 2017, 2016 and 2015.

(4) Research and development

Research expenditures as well as development costs that do not fulfill the criteria for capitalization are recorded as Cost of sales in the Consolidated Income Statement as incurred. Research and development expenditures included in Cost of sales for the years 2017, 2016 and 2015 totaled \$63.7 million, \$68.6 million and \$89.0 million, respectively.

(5) Customer relationships

In accordance with IFRS 3 "Business Combinations" and IAS 38, Tenaris has recognized the value of customer relationships separately from goodwill attributable to the acquisition of Maverick and Hydril groups.

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

In 2015 the Company reviewed the useful life of Prudential's customer relationships, related to Maverick acquisition, and decided to reduce the remaining amortization period from 5 years to 2 years, ending December 2017.

As of December 2017 the residual value of Maverick's customer relationships amount to \$193 million and the residual useful life is 3 years, while Hydril's customer relationships is fully amortized.

G Impairment of non-financial assets

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

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

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

An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher between the asset's value in use and fair value less costs of disposal. Any impairment loss is allocated to reduce the carrying amount of the assets of the CGU in the following order:

  • (a) first, to reduce the carrying amount of any goodwill allocated to the CGU; and
  • (b) then, to the other assets of the unit (group of units) pro-rata on the basis of the carrying amount of each asset in the unit (group of units), considering not to reduce the carrying amount of the asset below the highest of its fair value less cost of disposal, its value in use or zero.

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

For purposes of calculating the fair value less costs of disposal, Tenaris uses the estimated value of future cash flows that a market participant could generate from the corresponding CGU.

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

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

H Other investments

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

Certain non-derivative financial assets that the Company has both the ability and the intention to hold to maturity have been categorized as held to maturity financial assets. They are carried at amortized cost and the results are recognized in Financial Results in the Consolidated Income Statement using the effective interest method. Held to maturity instruments with maturities greater than 12 months after the balance sheet date are included in the noncurrent assets.

All other investments in financial instruments and time deposits are categorized as financial assets "at fair value through profit or loss" because such investments are both (i) held for trading and (ii) designated as such upon initial recognition because they are managed and their performance is evaluated on a fair value basis. The results of these investments are recognized in Financial Results in the Consolidated Income Statement.

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

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

I Inventories

Inventories are stated at the lower between cost and net realizable value. The cost of finished goods and goods in process is comprised of raw materials, direct labor, utilities, freights and other direct costs and related production overhead costs, and it excludes borrowing costs. Allocation of fixed production costs is based on the normal level of production capacity. Supplies and raw material cost is mainly based on FIFO method while goods in progress and finished goods cost is mainly based on specific historical production costs for each production order. Tenaris estimates net realizable value of inventories by grouping, where applicable, similar or related items. Net realizable value is the estimated selling price in the ordinary course of business, less any estimated costs of completion and selling expenses. Third parties goods in transit as of year-end are valued based on the supplier's invoice cost.

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

J Trade and other receivables

Trade and other receivables are recognized initially at fair value, generally the original invoice amount. Tenaris analyzes its trade receivables on a regular basis and, when aware of a specific counterparty's difficulty or inability to meet its obligations, impairs any amounts due by means of a charge to an allowance for doubtful accounts. In addition, trade accounts receivable overdue by more than 180 days and which are not covered by a credit collateral, guarantee, insurance or similar surety, are provisioned.

K Cash and cash equivalents

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

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

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

L Equity

(1) Equity components

The Consolidated Statement of Changes in Equity includes:

  • The value of share capital, legal reserve, share premium and other distributable reserves calculated in accordance with Luxembourg law;
  • The currency translation adjustment, other reserves, retained earnings and non-controlling interest calculated in accordance with IFRS.
  • (2) Share capital

The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of \$1.00 per share. Total ordinary shares issued and outstanding as of December 31, 2017, 2016 and 2015 are 1,180,536,830 with a par value of \$1.00 per share with one vote each. All issued shares are fully paid.

(3) Dividends distribution by the Company to shareholders

Dividends distributions are recorded in the Company's financial statements when Company's shareholders have the right to receive the payment, or when interim dividends are approved by the Board of Directors in accordance with the by-laws of the Company.

Dividends may be paid by the Company to the extent that it has distributable retained earnings, calculated in accordance with Luxembourg law (see Note 25 (iii)).

M Borrowings

Borrowings are recognized initially at fair value net of transaction costs incurred and subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.

N Current and Deferred income tax

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Tax is recognized in the Consolidated Income Statement, except for tax items recognized in the Consolidated Statement of Other Comprehensive Income.

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

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

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

Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax basis of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

O Employee benefits

(1) Short-term obligations

Liabilities for wages and salaries are recognized in respect of employees' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(2) Post employment benefits

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

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

O Employee benefits (Cont.)

(2) Post employment benefits (Cont.)

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

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

Tenaris sponsors funded and unfunded defined benefit pension plans in certain subsidiaries. The most significant are:

  • An unfunded defined benefit employee retirement plan for certain senior officers. The plan is designed to provide certain benefits to those officers (additional to those contemplated under applicable labor laws) in case of termination of the employment relationship due to certain specified events, including retirement. This unfunded plan provides defined benefits based on years of service and final average salary. As of December 31, 2017 the outstanding liability for this plan amounts to \$46.8 million.
  • Employees' service rescission indemnity: the cost of this obligation is charged to the Consolidated Income Statement over the expected service lives of employees. This provision is primarily related to the liability accrued for employees at Tenaris's Italian subsidiary. As from January 1, 2007 as a consequence of a change in an Italian law, employees were entitled to make contributions to external funds, thus, Tenaris's Italian subsidiary pays every year the required contribution to the funds with no further obligation. As a result, the plan changed from a defined benefit plan to a defined contribution plan effective from that date, but only limited to the contributions of 2007 onwards. As of December 31, 2017 the outstanding liability for this plan amounts to \$19.3 million.
  • Funded retirement benefit plans held in Canada for salary and hourly employees hired prior a certain date based on years of service and, in the case of salaried employees, final average salary. Plan assets consist primarily of investments in equities and money market funds. Both plans were replaced for defined contribution plans. Effective June 2016 the salary plan was frozen for the purposes of credited service as well as determination of final average pay. As of December 31, 2017 the outstanding liability for this plan amounts to \$16.7 million.
  • Funded retirement benefit plan held in the US for the benefit of some employees hired prior a certain date, frozen for the purposes of credited service as well as determination of final average pay for the retirement benefit calculation. Plan assets consist primarily of investments in equities and money market funds. Additionally, an unfunded postretirement health and life plan is present that offers limited medical and life insurance benefits to the retirees, hired before a certain date. As of December 31, 2017 the outstanding liability for this plan amounts to \$12.3 million.

(3) Other long term benefits

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

As of December 31, 2017 and 2016, the outstanding liability corresponding to the Program amounts to \$79.2 million and \$78.7 million, respectively. The total value of the units granted (vested and unvested) to date under the program, considering the number of units and the book value per share as of December 31, 2017 and 2016, is \$94.8 million and \$92.9 million, respectively.

O Employee benefits (Cont.)

(4) Termination benefits

Terminations benefits are payable when employment is terminated by Tenaris before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. Tenaris recognizes termination benefits at the earlier of the following dates: (a) when it can no longer withdraw the offer of those benefits; and (b) when the costs for a restructuring that is within the scope of IAS 37 and involves the payment of terminations benefits. In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees expected to accept the offer.

(5) Other compensation obligations

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

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

P Provisions

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

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

This note should be read in conjunction with Note 25.

Q Trade and other payables

Trade and other payables are recognized initially at fair value, generally the nominal invoice amount and subsequently measured at amortised cost. They are presented as current liabilities unless payment is not due within 12 months after the reporting period.

R Revenue recognition

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of Tenaris's activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group.

Tenaris's products and services are sold based upon purchase orders, contracts or upon other persuasive evidence of an arrangement with customers, including that the sales price is known or determinable. Sales are recognized as revenue upon delivery, when neither continuing managerial involvement nor effective control over the products is retained by Tenaris and when collection is reasonably assured. Delivery is defined by the transfer of risk and may include delivery to a storage facility located at one of the Company's subsidiaries. For bill and hold transactions revenue is recognized only to the extent (a) it is highly probable delivery will be made; (b) the products have been specifically identified and are ready for delivery; (c) the sales contract specifically acknowledges the deferred delivery instructions; (d) the usual payment terms apply.

R Revenue recognition (Cont.)

The percentage of total sales that were generated from bill and hold arrangements for products located in Tenaris's storage facilities that have not been shipped to customers amounted to 3.3%, 2.8% and 3.0% as of December 31, 2017, 2016 and 2015, respectively. The Company has not experienced any material claims requesting the cancellation of bill and hold transactions.

Other revenues earned by Tenaris are recognized on the following basis:

  • Construction contracts (mainly applicable to Tenaris Brazilian subsidiaries and amounted to \$11 million, 0.21% of total sales). The revenue recognition of the contracts follows the IAS 11 "Construction Contracts" guidance, that means, when the outcome of a construction contract can be estimated reliably and it is probable that the contract will be profitable, contract revenue is recognized over the period of the contract by reference to the stage of completion (measured by reference to the contract costs incurred up to the end of the reporting period as a percentage of total estimated costs for each contract).
  • Interest income: on the effective yield basis.
  • Dividend income from investments in other companies: when Tenaris's right to receive payment is established.

S Cost of sales and other selling expenses

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

Commissions, freights and other selling expenses, including shipping and handling costs, are recorded in Selling, general and administrative expenses in the Consolidated Income Statement.

T Earnings per share

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

There are no dilutive potential ordinary shares.

U Financial instruments

Non derivative financial instruments comprise investments in financial debt instruments and equity, time deposits, trade and other receivables, cash and cash equivalents, borrowings and trade and other payables. Tenaris's non derivative financial instruments are classified into the following categories:

  • Financial instruments at fair value through profit and loss: comprise mainly Other Investments current, investments in certain financial debt instruments and time deposits held for trading expiring in less than ninety days from the measurement date (included within cash and cash equivalents).
  • Loans and receivables: comprise cash and cash equivalents, trade receivables and other receivables and are measured at amortized cost using the effective interest rate method less any impairment.
  • Available for sale assets: comprise the Company's interest in the Venezuelan Companies (see Note 31).
  • Held to maturity: comprise financial assets that the Company has both the ability and the intention to hold to maturity. They are measured at amortized cost using the effective interest method.
  • Other financial liabilities: comprise borrowings, trade and other payables and are measured at amortized cost using the effective interest rate method.

The classification depends on the nature and purpose that the Company sets to the financial instrument.

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

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

V Non-current assets held for sale and discontinued operations

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as deferred tax assets, assets arising from employee benefits and financial assets that are carried at fair value.

An impairment loss is recognized for any initial or subsequent write-down of the asset (or disposal group) to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognized.

Non-current assets (including those that are part of a disposal group) are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to the liabilities of a disposal group classified as held for sale continue to be recognized.

Non-current assets classified as held for sale and the assets of a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate line of business or geographical area of operations, is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a view to resale. The results of discontinued operations are presented separately in the Consolidated Income Statement. See Note 28.

III. FINANCIAL RISK MANAGEMENT

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

A. Financial Risk Factors

(i) Capital Risk Management

Tenaris seeks to maintain a low debt to total equity ratio considering the industry and the markets where it operates. The year-end ratio of debt to total equity (where "debt" comprises financial borrowings and "total equity" is the sum of financial borrowings and equity) is 0.08 as of December 31, 2017 and 0.07 as of December 31, 2016. The Company does not have to comply with regulatory capital adequacy requirements.

(ii) Foreign exchange risk

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

Tenaris's exposure to currency fluctuations is reviewed on a periodic consolidated basis. A number of derivative transactions are performed in order to achieve an efficient coverage in the absence of operative or natural hedges. Almost all of these transactions are forward exchange rates contracts (see Note 24 Derivative financial instruments).

(ii) Foreign exchange risk (Cont.)

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

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

The value of Tenaris's financial assets and liabilities is subject to changes arising from the variation of foreign currency exchange rates. The following table provides a breakdown of Tenaris's main financial assets and liabilities (including foreign exchange derivative contracts) which impact the Company's profit and loss as of December 31, 2017 and 2016:

All amounts Long / (Short) in thousands of U.S. dollars As of December 31,
Currency Exposure / Functional currency 2017 2016
Argentine Peso / U.S. Dollar (64,482) (60,204)
Euro / U.S. Dollar (365,926) (406,814)
U.S. Dollar / Brazilian Real (183) 125,880

The main relevant exposures correspond to:

Argentine Peso / U.S. dollar

As of December 31, 2017 and 2016 consisting primarily of Argentine Peso-denominated financial, trade, social and fiscal payables at certain Argentine subsidiaries whose functional currency is the U.S. dollar. A change of 1% in the ARS/USD exchange rate would have generated a pre-tax gain / loss of \$0.6 million as of December 31, 2017 and 2016.

Euro / U.S. dollar

As of December 31, 2017 and 2016, consisting primarily of Euro-denominated intercompany liabilities at certain subsidiaries whose functional currency is the U.S. dollar. A change of 1% in the EUR/USD exchange rate would have generated a pre-tax gain / loss of \$3.7 million and \$4.1 million as of December 31, 2017 and 2016, respectively, which would have been to a large extent offset by changes in currency translation adjustment included in Tenaris's net equity position.

U.S. dollar / Brazilian Real

As of December 31, 2016 consisting primarily of Cash and cash equivalent and Other investments denominated in U.S. dollar at subsidiaries whose functional currency is the Brazilian real. A change of 1% in the BRL/USD exchange rate would generate a pre-tax gain / loss of \$1.3 million in December 31, 2016 (including a gain / loss of \$0.5 million in 2016 due to foreign exchange derivative contracts entered to preserve the U.S. dollar value of trade receivables and cash denominated in Brazilian Real), which would have been to a large extent offset by changes in currency translation adjustment included in Tenaris's net equity position.

Considering the balances held as of December 31, 2017 on financial assets and liabilities exposed to foreign exchange rate fluctuations, Tenaris estimates that the impact of a simultaneous 1% appreciation / depreciation movement in the levels of foreign currencies exchange rates relative to the U.S. dollar, would be a pre-tax gain / loss of \$5.3 million (including a loss / gain of \$6.7 million due to foreign exchange derivative contracts), which would be partially offset by changes to Tenaris's net equity position of \$3.4 million. For balances held as of December 31, 2016, a simultaneous 1% favorable / unfavorable movement in the foreign currencies exchange rates relative to the U.S. dollar, would have generated a pre-tax gain / loss of \$6.6 million (including a loss / gain of \$4.0 million due to foreign exchange derivative contracts), which would have been partially offset by changes to Tenaris's net equity position of \$4.2 million.

(iii) Interest rate risk

Tenaris is subject to interest rate risk on its investment portfolio and its debt. The Company uses a mix of variable and fixed rate debt in combination with its investment portfolio strategy. From time to time, the Company may choose to enter into foreign exchange derivative contracts and / or interest rate swaps to mitigate the exposure to changes in the interest rates.

The following table summarizes the proportions of variable-rate and fixed-rate debt as of each year end.

As of December 31,
2017 2016
Amount in thousands % Amount in thousands %
of U.S. dollars of U.S. dollars
Fixed rate (*) 946,215 98% 820,600 98%
Variable rate 19,644 2% 19,636 2%
Total 965,859 840,236

(*) Out of the \$946 Million fixed rate borrowings \$913 Million are short-term.

The Company estimates that, if market interest rates applicable to Tenaris's borrowings had been 100 basis points higher, then the additional pre-tax loss would have been \$8.0 million in 2017 and \$8.8 million in 2016.

(iv) Credit risk

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

There is no significant concentration of credit risk from customers. No single customer comprised more than 10% of Tenaris's net sales in 2017, 2016 and 2015.

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

As of December 31, 2017 and 2016 trade receivables amount to \$1,214.1 million and \$954.7 million respectively. Trade receivables have guarantees under credit insurance of \$190.7 million and \$222.1 million, letter of credit and other bank guarantees of \$42.2 million and \$117.8 million, and other guarantees of \$14.1 million and \$15.6 million as of December 31, 2017 and 2016 respectively.

As of December 31, 2017 and 2016 past due trade receivables amounted to \$230.9 million and \$249.0 million, respectively. Out of those amounts \$27.3 million and \$83.1 million are guaranteed trade receivables while \$78.4 million and \$85.7 million are included in the allowance for doubtful accounts. Both the allowance for doubtful accounts and the existing guarantees are sufficient to cover doubtful trade receivables.

(v) Counterparty risk

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

Approximately 71% of Tenaris's liquid financial assets correspond to Investment Grade-rated instruments as of December 31, 2017, in comparison with approximately 82% as of December 31, 2016.

(vi) Liquidity risk

Tenaris financing strategy aims to maintain adequate financial resources and access to additional liquidity. During 2017, Tenaris has counted on cash flows from operations as well as additional bank financing to fund its transactions.

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

Liquid financial assets as a whole (comprising cash and cash equivalents and other investments) were 11% of total assets at the end of 2017 compared to 16% at the end of 2016.

Tenaris has a conservative approach to the management of its liquidity, which consists of i) cash and cash equivalents (cash in banks, liquidity funds and investments with a maturity of less than three months at the date of purchase), and ii) Other Investments (fixed income securities, time deposits, and fund investments).

Tenaris holds primarily investments in money market funds and variable or fixed-rate securities from investment grade issuers. As of December 31, 2017 and 2016, Tenaris does not have direct exposure to financial instruments issued by European sovereign counterparties.

Tenaris holds its investments primarily in U.S. dollars. As of December 31, 2017 and 2016, U.S. dollar denominated liquid assets represented approximately 93% and 95% of total liquid financial assets respectively.

(vii) Commodity price risk

In the ordinary course of its operations, Tenaris purchases commodities and raw materials that are subject to price volatility caused by supply conditions, political and economic variables and other factors. As a consequence, Tenaris is exposed to risk resulting from fluctuations in the prices of these commodities and raw materials. Tenaris fixes the prices of such raw materials and commodities for short-term periods, typically not in excess of one year, in general Tenaris does not hedge this risk.

B. Category of Financial Instruments and Classification Within the Fair Value Hierarchy

Accounting policies for financial instruments have been applied to classify as either: loans and receivables, heldto-maturity, available-for-sale, or fair value through profit and loss. For financial instruments that are measured in the statement of financial position at fair value, IFRS 13 requires a disclosure of fair value measurements by level according to the following fair value measurement hierarchy:

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

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

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

The following tables present the financial instruments by category and levels as of December 31, 2017 and 2016.

Measurement Categories At Fair Value
December 31, 2017 Carrying
Amount
Loans &
Receivables
Held to
Maturity
Available
for sale
Fair value
through profit
and loss
Level 1 Level 2 Level 3
Assets
Cash and cash equivalents 330,221 150,948 - - 179,273 179,273 - -
Cash at banks 150,948 150,948 - - - - - -
Liquidity funds 66,033 - - - 66,033 66,033 - -
Short – term investments 113,240 - - - 113,240 113,240 - -
Other investments 1,192,306 - 220,838 - 971,468 459,476 511,992 -
Fixed income (time-deposit, zero
coupon bonds, commercial papers) 437,406 - - - 437,406 9,943 427,463 -
Certificates of deposits 297,788 - - - 297,788 - 297,788 -
Commercial papers 9,943 - - - 9,943 9,943 - -
Other notes 129,675 - - - 129,675 - 129,675 -
Bonds and other fixed income 754,800 - 220,838 - 533,962 449,533 84,429 -
U.S. government securities 130,477 - - - 130,477 130,477 - -
Non - U.S. government securities 161,063 - 36,283 - 124,780 124,780 - -
Corporates securities 378,831 - 184,555 - 194,276 194,276 - -
Structured notes 68,044 - - - 68,044 - 68,044 -
Mortgage and asset-backed securities 16,385 - - - 16,385 - 16,385 -
Others 100 - - - 100 - 100 -
Other Investments Non- current 128,335 - 123,498 - 4,837 - - 4,837
Bonds and other fixed income 123,498 - 123,498 - - - - -
Other investments 4,837 - - - 4,837 - - 4,837
Trade receivables 1,214,060 1,214,060 - - - - - -
Receivables C and NC 327,258 176,716 - - 8,230 - 8,230 -
Foreign exchange derivatives contracts 8,230 - - - 8,230 - 8,230 -
Other receivables 176,716 176,716 - - - - - -
Other receivables (non-financial) 142,314 - - - - - - -
Available for sale assets (*) 21,572 - - 21,572 - - - 21,572
Total 1,541,724 344,336 21,572 1,163,808 638,749 520,222 26,409
Liabilities
Borrowings C and NC 965,859 965,859 - - - - - -
Trade payables 750,739 750,739 - - - - - -
Other liabilities 197,504 - - - 39,799 - 39,799 -
Foreign exchange derivatives contracts 39,799 - - - 39,799 - 39,799 -
Other liabilities (non-financial) 157,705 - - - - - - -
Total 1,716,598 - - 39,799 - 39,799 -
Measurement Categories At Fair Value
December 31, 2016 Carrying
Amount
Loans &
Receivables
Held to
Maturity
Available
for sale
Fair value
through profit
and loss
Level 1 Level 2 Level 3
Assets
Cash and cash equivalents 399,737 92,730 - - 307,007 307,007 - -
Cash at banks 92,730 92,730 - - - - - -
Liquidity funds 215,807 - - - 215,807 215,807 - -
Short – term investments 91,200 - - - 91,200 91,200 - -
Other investments Current 1,633,142 - 246,031 - 1,387,111 607,866 779,245 -
Fixed income (time-deposit, zero cupon
bonds, commercial papers) 782,029 - - - 782,029 76,260 705,769 -
Non - U.S. sovereign bills 41,370 - - - 41,370 41,370 - -
Certificates of deposits 525,068 - - - 525,068 - 525,068 -
Commercial papers 34,890 - - - 34,890 34,890 - -
Other notes 180,701 - - - 180,701 - 180,701 -
Bonds and other fixed income 841,638 - 246,031 - 595,607 522,131 73,476 -
U.S. government securities 216,732 - - - 216,732 216,732 - -
Non - U.S. government securities 88,805 - 32,644 - 56,161 56,161 - -
Corporates securities 462,625 - 213,387 - 249,238 249,238 - -
Mortgage and asset-backed securities 73,476 - - - 73,476 - 73,476 -
Fund investments 9,475 - - - 9,475 9,475 - -
Other Investments Non- current 249,719 - 248,049 - 1,670 - - 1,670
Bonds and other fixed income 248,049 - 248,049 - - - - -
Other investments 1,670 - - - 1,670 - - 1,670
Trade receivables 954,685 954,685 - - - - - -
Receivables C and NC 321,718 176,990 - - 2,759 - 2,759 -
Foreign exchange derivatives contracts 2,759 - - - 2,759 - 2,759 -
Other receivables 176,990 176,990 - - - - - -
Other receivables (non-financial) 141,969 - - - - - - -
Available for sale assets (*) 21,572 - - 21,572 - - - 21,572
Total 1,224,405 494,080 21,572 1,698,547 914,873 782,004 23,242
Liabilities
Borrowings C and NC 840,236 840,236 - - - - - -
Trade payables 556,834 556,834 - - - - - -
Other liabilities 183,887 - - - 42,635 - 42,635 -
Foreign exchange derivatives contracts 42,635 - - - 42,635 - 42,635 -
Other liabilities (non-financial) 141,252 - - - - - - -
Total 1,397,070 - - 42,635 - 42,635 -

B. Category of Financial Instruments and Classification Within the Fair Value Hierarchy (Cont.)

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

There were no transfers between Levels during the year

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 when 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.

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

B. Category of Financial Instruments and Classification Within the Fair Value Hierarchy (Cont.)

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

Year ended December 31,
2017 2016
Assets / Liabilities
At the beginning of the year 23,242 23,234
Acquisition 3,681 -
Decrease due to write down (564) -
Currency translation adjustment and others 50 8
At the end of the year 26,409 23,242

C. Fair value estimation

Financial assets or liabilities classified 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.

Some of Tenaris's investments are designated as held to maturity and measured at amortized cost. Tenaris estimates that the fair value of these financial assets is 100.9% and 100.8% of its carrying amount including interests accrued as of December 31, 2017 and 2016 respectively.

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 amortized cost. Tenaris estimates that the fair value of its main financial liabilities is approximately 99.4% of its carrying amount including interests accrued in 2017 as compared with 99.7% in 2016. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.

D. Accounting for derivative financial instruments and hedging activities

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

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

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

D. Accounting for derivative financial instruments and hedging activities (Cont.)

For transactions designated and qualifying for hedge accounting, Tenaris documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. Tenaris also documents its assessment on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flow of hedged items. At December 31, 2017 and 2016, the effective portion of designated cash flow hedges which is included in "Other Reserves" in equity amounts to \$0.2 million debit and \$4.7 million credit respectively (see Note 24 Derivative financial instruments).

The fair values of various derivative instruments used for hedging purposes are disclosed in Note 24. Movements in the hedging reserve included within "Other Reserves" in equity are also shown in Note 24.

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

1 Segment information

As mentioned in section II. AP – C, the Segment Information is disclosed as follows:

Reportable operating segments

(All amounts in million US dollar)

Year ended December 31, 2017 Tubes Other Continuing
operations
Discontinued
operations
IFRS - Net Sales 4,966 323 5,289 12
Management view - operating income 115 48 163 3
Difference in cost of sales 164 1 165 (1)
Direct cost and others 115 - 115 (1)
Absorption 49 1 50 -
Differences in depreciation and amortization (3) - (3) -
Differences in selling, general and administrative expenses 14 (6) 8 -
Differences in other operating income (expenses), net 2 - 2 -
IFRS - operating income 292 43 335 2
Financial income (expense), net (23) -
Income before equity in earnings of non-consolidated companies
and income tax 312 2
Equity in earnings of non-consolidated companies 116 -
Income before income tax 428 2
Capital expenditures 550 8 558 -
Depreciation and amortization 594 15 609 -
Year Ended December 31, 2016 Tubes Other Continuing
operations
Discontinued
operations
IFRS - Net Sales 4,015 278 4,294 235
Management view - operating income 19 19 38 62
Difference in cost of sales (108) (8) (116) 4
Direct cost and others (114) (8) (122) 4
Absorption 6 - 6 -
Differences in Depreciation and Amortization 28 - 28 -
Differences in Selling, general and administrative expenses (5) 1 (4) -
Differences in Other operating income (expenses), net (5) - (5) -
IFRS - operating (loss) income (71) 12 (59) 66
Financial income (expense), net 22 -
(Loss) income before equity in earnings of non-consolidated
companies and income tax (37) 66
Equity in earnings of non-consolidated companies 71 -
Income before income tax 34 66
Capital expenditures 752 33 785 2
Depreciation and amortization 643 14 657 5
Tubes Other Continuing Discontinued
Year Ended December 31, 2015 operations operations
IFRS - Net Sales 6,444 459 6,903 198
Management view - operating income 686 27 713 39
Difference in cost of sales (225) - (225) (9)
Direct cost and others (184) - (184) (9)
Absorption (41) - (41) -
Differences in Depreciation and Amortization (319) 1 (318) -
Differences in Selling, general and administrative expenses (4) - (4) -
Differences in Other operating income (expenses), net - - - -
IFRS - operating (loss) income 138 28 166 30
Financial income (expense), net 15 -
Income before equity in earnings of non-consolidated companies and
income tax 181 30
Equity in losses of non-consolidated companies (40) -
Income before income tax 141 30
Capital expenditures 1,089 41 1,130 1
Depreciation and amortization 638 15 653 5

Transactions between segments, which were eliminated in consolidation, are mainly related to sales of scrap, energy, surplus raw materials and others from the Other segment to the Tubes segment for \$53, \$47 and \$57 million in 2017, 2016 and 2015, respectively.

In addition to the amounts reconciled above, the main differences in net income arise from the impact of functional currencies on financial result, deferred income taxes as well as the result of investment in non-consolidated companies and changes on the valuation of inventories according to cost estimation internally defined.

1 Segment information (Cont.)

Geographical information

(all amounts in thousands of U.S.
dollars)
North
America
South
America
Europe Middle
East &
Africa
Asia
Pacific
Unallocated
(*)
Total
continuing
operations
Total
discontinued
operations
Year ended December 31, 2017
Net sales 2,451,357 1,142,142 545,777 937,439 211,789 - 5,288,504 11,899
Total assets 7,925,520 2,975,599 2,002,658 391,029 441,546 661,866 14,398,218 -
Trade receivables 582,204 234,877 214,944 135,524 46,511 - 1,214,060 -
Property, plant and equipment, net 3,914,229 1,190,145 878,788 102,481 143,500 - 6,229,143 -
Capital expenditures 430,143 58,949 57,285 7,562 4,153 - 558,092 145
Depreciation and amortization 354,091 126,273 93,900 12,094 22,282 - 608,640 -
Year ended December 31, 2016
Net sales 1,320,297 1,210,527 565,173 1,055,994 141,601 - 4,293,592 234,911
Total assets 7,467,842 2,803,848 1,925,784 593,649 482,132 578,603 13,851,858 151,417
Trade receivables 229,390 204,746 161,291 308,919 50,339 - 954,685 33,620
Property, plant and equipment, net 3,652,032 1,237,391 847,318 106,941 158,257 - 6,001,939 41,470
Capital expenditures 646,545 59,780 35,270 24,166 19,201 - 784,962 1,911
Depreciation and amortization 381,811 128,458 113,875 11,053 21,912 - 657,109 5,303
Year ended December 31, 2015
Net sales 2,668,724 2,132,221 728,815 1,096,688 276,675 - 6,903,123 197,630
Total assets 8,625,806 2,931,297 1,877,429 429,317 423,479 512,217 14,799,545 87,429
Trade receivables 339,499 396,834 181,084 137,278 52,494 - 1,107,189 27,940
Property, plant and equipment, net 3,207,661 1,269,995 907,466 86,181 155,299 - 5,626,602 45,656
Capital expenditures 822,396 168,140 82,344 36,867 20,566 - 1,130,313 1,206
Depreciation and amortization 385,189 125,754 112,742 9,912 19,716 - 653,313 5,465

There are no revenues from external customers attributable to the Company's country of incorporation (Luxembourg). For geographical information purposes, "North America" comprises Canada, Mexico and the USA (31.8%); "South America" comprises principally Argentina (14.0%), Brazil and Colombia; "Europe" comprises principally Italy and Romania; "Middle East and Africa" comprises principally Kazakhstan, United Arab Emirates, Nigeria and Saudi Arabia and; "Asia Pacific" comprises principally China, Japan and Thailand.

(*) Includes Investments in non-consolidated companies and Available for sale assets for \$21.6 million in 2017, 2016 and 2015 (see Note 12 and 31).

2 Cost of sales

Year ended December 31,
(all amounts in thousands of U.S. dollars) 2017 2016 2015
Inventories at the beginning of the year 1,563,889 1,843,467 2,779,869
Plus: Charges of the year
Raw materials, energy, consumables and other 2,794,503 1,528,532 1,934,209
Services and fees 244,035 199,210 298,470
Labor cost 778,408 658,975 947,997
Depreciation of property, plant and equipment 383,490 376,965 377,596
Amortization of intangible assets 18,621 27,244 24,100
Maintenance expenses 183,370 122,553 184,053
Allowance for obsolescence (12,917) 32,765 68,669
Taxes 18,542 16,693 21,523
Other 88,823 89,575 92,059
4,496,875 3,052,512 3,948,676
Less: Inventories at the end of the year (*) (2,368,304) (1,593,708) (1,843,467)
From discontinued operations (7,403) (136,587) (137,318)
3,685,057 3,165,684 4,747,760

(*) Inventories as of December 31, 2016 include \$ 29.8 million related to discontinued operations.

3 Selling, general and administrative expenses

Year ended December 31,
(all amounts in thousands of U.S. dollars) 2017 2016 2015
Services and fees 132,301 123,653 158,541
Labor cost 443,338 441,355 579,360
Depreciation of property, plant and equipment 17,979 16,965 18,543
Amortization of intangible assets 188,550 241,238 238,539
Commissions, freight and other selling expenses 339,759 243,401 351,657
Provisions for contingencies 17,664 30,841 19,672
Allowances for doubtful accounts (5,421) (12,573) 36,788
Taxes 56,826 67,724 129,018
Other 81,061 76,563 92,157
1,272,057 1,229,167 1,624,275
From discontinued operations (2,041) (32,238) (30,678)
1,270,016 1,196,929 1,593,597

4 Labor costs (included in Cost of sales and in Selling, general and administrative expenses)

Year ended December 31,
(all amounts in thousands of U.S. dollars) 2017 2016 2015
Wages, salaries and social security costs 1,144,341 988,794 1,327,968
Severance indemnities 34,497 73,741 176,950
Defined contribution plans 12,401 10,758 13,286
Pension benefits - defined benefit plans 15,066 10,563 14,813
Employee retention and long term incentive program 15,441 16,474 (5,660)
1,221,746 1,100,330 1,527,357
From discontinued operations (853) (28,306) (24,665)
1,220,893 1,072,024 1,502,692

At year-end, the number of employees was 21,605 in 2017, 19,399 in 2016 and 21,741 in 2015.

The following table shows the geographical distribution of the employees:

Country 2017 2016 2015
Argentina 5,221 4,755 5,388
Mexico 5,139 4,968 5,101
Brazil 1,382 1,166 2,050
USA 1,953 1,636 2,190
Italy 2,088 1,979 2,030
Romania 1,870 1,631 1,624
Canada 919 473 546
Indonesia 506 509 532
Colombia 1,003 750 636
Japan 410 458 508
Other 1,114 1,074 1,136
21,605 19,399 21,741
From discontinued operations - (323) (292)
21,605 19,076 21,449

5 Other operating income and expenses

Year ended December 31,
(all amounts in thousands of U.S. dollars) 2017 2016 2015
Other operating income
Net income from other sales 4,395 16,275 7,480
Net rents 4,325 4,852 6,462
Other 1,796 - 661
10,516 21,127 14,603
Other operating expenses
Contributions to welfare projects and non-profits organizations 9,158 9,534 9,052
Provisions for legal claims and contingencies - 10 1
Loss on fixed assets and material supplies disposed / scrapped 118 57 94
Impairment charge - - 400,314
Allowance for doubtful receivables 84 432 1,114
Other - 1,378 -
9,360 11,411 410,575
From discontinued operations (1) (248) (1)
9,359 11,163 410,574

Impairment charge

Tenaris regularly conducts assessments of the carrying values of its assets. The value-in-use was used to determine the recoverable value. Value-in-use is calculated by discounting the estimated cash flows over a fiveyear period based on forecasts approved by management. For the subsequent years beyond the five-year period, a terminal value is calculated based on perpetuity considering a nominal growth rate of 2%.

Tenaris's main source of revenue is the sale of products and services to the oil and gas industry and the level of such sales is sensitive to international oil and gas prices and their impact on drilling activities.

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

The main key assumptions used in estimating the value in use are discount rate, growth rate and competitive and economic factors applied to determine Tenaris's cash flow projections, such as oil and gas prices, average number of active oil and gas drilling rigs (rig count), capital expenditure programs for Tenaris's customers, and raw material costs.

Management has determined the value of each of the key assumptions as follows:

  • Discount rate: based on the applicable weighted average cost of capital (WACC), which is considered to be a good indicator of capital cost, taking into account the industry, country and size of the business. For each CGU where assets are allocated, a specific WACC was determined taking into account the industry, country and size of the business. In 2017, the main discount rates used were in a range between 9.4% and 11.2%.

  • Growth rate: considers the long-term average growth rate for the oil and gas industry, the higher demand to offset depletion of existing fields and the Company's expected market penetration.

  • Oil and gas prices and customer's capital expenditures: based on industry analysts' reports and management's expectations of market development respectively.

  • Rig count: based on information published by Baker Hughes and management's expectations.

  • Raw material costs: based on industry analysts' reports and management's expectations.

The main factors that could result in additional impairment charges in future periods would be an increase in the discount rate or a decrease in growth rate used in the Company's cash flow projections, a further deterioration of the business, competitive and economic factors, such as a decrease in oil and gas prices and the evolution of the rig count.

As of December 31, 2017, for those CGUs carrying goodwill, a reasonably possible change in key assumptions would not cause the carrying amount to exceed recoverable amount.

In 2015, as a result of the deterioration of business conditions, the Company recorded impairment charges on its welded pipe assets of \$400.3 million. No impairment charge was recorded in 2016 or 2017.

Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015

6 Financial results

(all amounts in thousands of U.S. dollars) Year ended December 31,
2017 2016 2015
Interest Income 51,525 60,405 39,516
Net result on changes in FV of financial assets at FVTPL (3,920) 5,799 (4,942)
Finance income 47,605 66,204 34,574
Finance cost (27,072) (22,329) (23,058)
Net foreign exchange transactions results (*) (48,955) (2,146) (13,301)
Foreign exchange derivatives contracts results (**) (8,996) (31,310) 30,468
Other 14,392 11,447 (14,473)
Other financial results (43,559) (22,009) 2,694
Net financial results (23,026) 21,866 14,210
From discontinued operations 9 88 382
(23,017) 21,954 14,592

During 2015 Tenaris has derecognized all its fixed income financial instruments categorized as available for sale.

(*)In 2017 and 2016 includes the negative impact from Euro appreciation against the U.S. dollar on Euro denominated intercompany liabilities in subsidiaries with functional currency U.S. Dollar, largely offset by an increase in currency translation adjustment reserve from an Italian subsidiary.

(**) In 2016 includes the negative impact from Brazilian Real appreciation against the U.S. dollar on hedging instruments and of Cash and cash equivalent and Other investments denominated in U.S. dollar in subsidiaries which functional currency is the Brazilian real, partially offset by an increase in currency translation adjustment reserve from the Brazilian subsidiaries.

7 Equity in earnings (losses) of non-consolidated companies

Year ended December 31,
(all amounts in thousands of U.S. dollars) 2017 2016 2015
From non-consolidated companies
Impairment loss on non-consolidated companies (see Note 12)
116,140
-
71,533
-
(10,674)
(28,884)
116,140 71,533 (39,558)

8 Income tax

Year ended December 31,
(all amounts in thousands of U.S. dollars) 2017 2016 2015
Current tax 184,016 174,410 164,562
Deferred tax (100,432) (132,969) 79,943
83,584 41,441 244,505
From discontinued operations (100,720) (24,339) (10,121)
(17,136) 17,102 234,384

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

Year ended December 31,
(all amounts in thousands of U.S. dollars) 2017 2016 2015
Income before income tax 427,711 34,430 140,829
Tax calculated at the tax rate in each country (*) 6,456 (91,628) (71,588)
Non taxable income / Non deductible expenses, net (*) 40,298 51,062 149,632
Changes in the tax rates (62,968) 4,720 6,436
Effect of currency translation on tax base (**) (922) 105,758 151,615
Accrual / Utilization of previously unrecognized tax losses (***) - (52,810) (1,711)
Tax charge (17,136) 17,102 234,384

8 Income tax (Cont.)

  • (*) Include the effect of the impairment charges of approximately \$400.3 million in 2015.
  • (**) Tenaris applies the liability method to recognize deferred income tax on temporary differences between the tax basis of assets and their carrying amounts in the financial statements. By application of this method, Tenaris recognizes gains and losses on deferred income tax due to the effect of the change in the value on the tax basis in subsidiaries (mainly Mexico, Argentina and Colombia), which have a functional currency different than their local currency. These gains and losses are required by IFRS even though the revalued / devalued tax basis of the relevant assets will not result in any deduction / obligation for tax purposes in future periods.
  • (***) It includes a deferred tax income of approximately \$45 million booked in the last quarter of 2016 related to a capital loss. Amount was carried forward in line with US Regulation in force, and offset in 2017 Capital Gains.

Changes in the tax rates: On December 29, 2017 Argentina enacted amendments to several tax laws, including among others a reduction in the corporate income tax rate from 35% to 30% for fiscal years starting 1 January 2018 to 31 December 2019 and to 25% going forward. The impact booked in the Company income tax charge of the year was a gain of approximately \$46 million of deferred tax income.

On December 22, 2017 the U.S. enacted significant changes to U.S. tax law. The reform is complex and considers significant changes to the U.S. corporate income tax system by, among others, reducing the Federal corporate income tax rate from 35% to 21%. The Company has made a reasonable estimate of the financial impacts of the reform. However, given its significant changes and complexities, and considering that more accurate information on the impact and the modalities of its application will be obtained in subsequent reporting periods, certain measurement adjustments could be needed.

The impact booked in the Company income tax charge of the year was a gain of approximately \$15.2 million of deferred tax income.

Tax charge of the year has been affected by an extraordinary charge related to the settlement agreement with the Italian tax authorities (see Note 25).

9 Dividends distribution

On November 1, 2017, the Company's Board of Directors approved the payment of an interim dividend of \$0.13 per share (\$0.26 per ADS), or approximately \$153 million, paid on November 22, 2017, with an ex-dividend date of November 20, 2017.

On May 3, 2017, the Company's Shareholders approved an annual dividend in the amount of \$0.41 per share (\$0.82 per ADS). The amount approved included the interim dividend previously paid in November 23, 2016 in the amount of \$0.13 per share (\$0.26 per ADS). The balance, amounting to \$0.28 per share (\$0.56 per ADS), was paid on May 24, 2017. In the aggregate, the interim dividend paid in November 2016 and the balance paid in May 2017 amounted to approximately \$484.0 million

On May 4, 2016 the Company's Shareholders approved an annual dividend in the amount of \$0.45 per share (\$0.90 per ADS). The amount approved included the interim dividend previously paid in November 25, 2015 in the amount of \$0.15 per share (\$0.30 per ADS). The balance, amounting to \$0.30 per share (\$0.60 per ADS), was paid on May 25, 2016. In the aggregate, the interim dividend paid in November 2015 and the balance paid in May 2016 amounted to approximately \$531.2 million.

On May 6, 2015 the Company's Shareholders approved an annual dividend in the amount of \$0.45 per share (\$0.90 per ADS). The amount approved included the interim dividend previously paid in November 27, 2014 in the amount of \$0.15 per share (\$0.30 per ADS). The balance, amounting to \$0.30 per share (\$0.60 per ADS), was paid on May 20, 2015. In the aggregate, the interim dividend paid in November 2014 and the balance paid in May 2015 amounted to approximately \$531.2 million.

10 Property, plant and equipment, net

Year ended December 31, 2017 Land
and civil
buildings
Industrial
buildings, plant
and production
equipment
Vehicles,
furniture
and
fixtures
Work in
progress
Spare parts
and
equipment
Total
Cost
Values at the beginning of the year 599,710 10,034,500 346,486 1,492,572 25,404 12,498,672
Translation differences 5,493 178,598 5,518 284 331 190,224
Additions 63 7,423 1,252 497,423 18,490 524,651
Disposals / Consumptions (1,293) (3,966) (7,319) (94) (1,812) (14,484)
Increase due to business combinations (*) 2,187 5,654 2,444 - - 10,285
Transfers / Reclassifications 105,901 1,732,376 22,161 (1,823,106) - 37,332
Values at the end of the year 712,061 11,954,585 370,542 167,079 42,413 13,246,680
Depreciation
Accumulated at the beginning of the year 89,274 6,125,552 281,907 - - 6,496,733
Translation differences 1,204 114,675 4,959 - - 120,838
Depreciation charge 9,406 368,850 23,213 - - 401,469
Transfers / Reclassifications 1,699 7,575 (405) - - 8,869
Disposals / Consumptions (386) (3,781) (6,205) - - (10,372)
Accumulated at the end of the year 101,197 6,612,871 303,469 - - 7,017,537
At December 31, 2017 610,864 5,341,714 67,073 167,079 42,413 6,229,143
Year ended December 31, 2016 Land and
civil
buildings
Industrial
buildings,
plant and
production
equipment
Vehicles,
furniture
and
fixtures
Work in
progress
Spare
parts and
equipment
Total
Cost
Values at the beginning of the year 609,190 9,683,181 340,835 1,219,369 18,330 11,870,905
Translation differences 2,601 6,737 2,445 2,644 53 14,480
Additions 639 1,384 784 750,038 4,650 757,495
Disposals / Consumptions (2,296) (26,073) (10,751) (4,850) (2,494) (46,464)
Transfer to assets held for sale (34,849) (61,380) (1,103) (1,407) (177) (98,916)
Transfers / Reclassifications 24,425 430,651 14,276 (473,222) 5,042 1,172
Values at the end of the year 599,710 10,034,500 346,486 1,492,572 25,404 12,498,672
Depreciation
Accumulated at the beginning of the year 88,270 5,844,657 265,487 - 231 6,198,645
Translation differences 508 (3,318) 1,831 - (20) (999)
Depreciation charge 9,621 359,516 24,260 - 533 393,930
Transfers / Reclassifications (160) (3,328) - - (744) (4,232)
Transfer to assets held for sale (8,552) (47,928) (966) - - (57,446)
Disposals / Consumptions (413) (24,047) (8,705) - - (33,165)
Accumulated at the end of the year 89,274 6,125,552 281,907 - - 6,496,733
At December 31, 2016 510,436 3,908,948 64,579 1,492,572 25,404 6,001,939

Property, plant and equipment include capitalized interests for net amounts at December 31, 2017 and 2016 of \$39.5 million and \$25.4 million, respectively. The average capitalization interest rates applied were 1.97% during 2017 and 1.28% during 2016.

(*) Related to Garrett LLC acquisition, see Note 26.

11 Intangible assets, net

Information Licenses,
system patents and Customer
Year ended December 31, 2017 projects trademarks (*) Goodwill relationships Total
Cost
Values at the beginning of the year 554,330 461,619 2,090,257 2,058,946 5,165,152
Translation differences 6,265 483 (184) (87) 6,477
Additions 28,335 5,105 - - 33,440
Transfers / Reclassifications (28,371) (92) - - (28,463)
Increase due to business combinations (**) 133 - - - 133
Disposals - (1,152) - - (1,152)
Values at the end of the year 560,692 465,963 2,090,073 2,058,859 5,175,587
Amortization
Accumulated at the beginning of the year 408,373 362,292 797,592 1,734,068 3,302,325
Translation differences 5,232 - - - 5,232
Amortization charge
Transfers / Reclassifications
65,249
92
10,546
(92)
-
-
131,376
-
207,171
-
Accumulated at the end of the year 478,946 372,746 797,592 1,865,444 3,514,728
At December 31, 2017 81,746 93,217 1,292,481 193,415 1,660,859
Information Licenses,
system patents and Customer
Year ended December 31, 2016 projects trademarks (*) Goodwill relationships Total
Cost
Values at the beginning of the year 524,869 494,662 2,170,709 2,059,946 5,250,186
Translation differences 2,264 (29) 4,671 - 6,906
Additions 28,730 648 - - 29,378
Transfers / Reclassifications (546) (222) - - (768)
Transfer to assets held for sale (836) (32,600) (85,123) (1,000) (119,559)
Disposals
Values at the end of the year
(151) (840) - - (991)
554,330 461,619 2,090,257 2,058,946 5,165,152
Amortization
Accumulated at the beginning of the year 335,532 364,412 836,939 1,569,851 3,106,734
Translation differences 1,325 - - - 1,325
Amortization charge
Transfers / Reclassifications
72,632
(245)
30,633
(153)
-
-
165,217
-
268,482
(398)

(*) Includes Proprietary Technology.

(**) Related to Garrett LLC acquisition.

The geographical allocation of goodwill for the year ended December 31, 2017 was \$1,168.5 million for North America, \$121.2 million for South America, \$2.0 million for Europe and \$0.7 million for Middle East & Africa.

Disposals (153) - - - (153) Accumulated at the end of the year 408,373 362,292 797,592 1,734,068 3,302,325 At December 31, 2016 145,957 99,327 1,292,665 324,878 1,862,827

The carrying amount of goodwill allocated by CGU, as of December 31, 2017, was as follows:

(All amounts in million US dollar)

As of December 31, 2017 Tubes Segment Other Segment
CGU Maverick
Acquisition
Hydril
Acquisition
Other Maverick
Acquisition
Total
OCTG (USA) 225 - - - 225
Tamsa (Hydril and other) - 346 19 - 365
Siderca (Hydril and other) - 265 93 - 358
Hydril - 309 - - 309
Coiled Tubing - - - 4 4
Confab - - 28 - 28
Other - - 3 - 3
Total 225 920 143 4 1,292

Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015

12 Investments in non-consolidated companies

Year ended December 31,
2017 2016
At the beginning of the year 557,031 490,645
Translation differences (9,548) 3,473
Equity in earnings of non-consolidated companies 116,140 71,533
Dividends and distributions received (*) (22,971) (20,674)
Additions - 17,108
Decrease / increase in equity reserves and others (358) (5,054)
At the end of the year 640,294 557,031

(*)Related to Ternium

The principal non-consolidated companies are:

% ownership at
December 31,
Value at December 31,
Company Country of incorporation 2017 2016 2017 2016
a) Ternium (*) Luxembourg 11.46% 11.46% 563,735 491,285
b) Usiminas (**) Brazil 3.08% 3.08% 70,642 61,904
Others - - - 5,917 3,842
640,294 557,031

(*) Including treasury shares.

(**)At December 31, 2017 and 2016 the voting rights were 5.2%.

a) Ternium S.A.

Ternium S.A. ("Ternium"), is a steel producer with production facilities in Mexico, Argentina, Brazil, Colombia, United States and Guatemala and is one of Tenaris's main suppliers of round steel bars and flat steel products for its pipes business.

At December 31, 2017, the closing price of Ternium's ADSs as quoted on the New York Stock Exchange was \$31.59 per ADS, giving Tenaris's ownership stake a market value of approximately \$725.7 million. At December 31, 2017, the carrying value of Tenaris's ownership stake in Ternium, based on Ternium's IFRS financial statements, was approximately \$563.7 million. See Section II.B.2.

The Company reviews periodically the recoverability of its investment in Ternium. To determine the recoverable value, the Company estimates the value in use of the investment by calculating the present value of the expected cash flows. The key assumptions used by the Company are based on external and internal sources of information, and on management's judgment based on past experience and expectations of future changes in the market.

Value-in-use was calculated by discounting the estimated cash flows over a five year period based on forecasts approved by management. For the subsequent years beyond the five-year period, a terminal value was calculated based on perpetuity. The discount rates used are based on the respective weighted average cost of capital (WACC), which is considered to be a good indicator of capital cost. The discount rate used to test the investment in Ternium for impairment was 11.5%

Summarized selected financial information of Ternium, including the aggregated amounts of assets, liabilities, revenues and profit or loss is as follows:

Ternium
2017 2016
Non-current assets 7,727,283 5,622,556
Current assets 4,395,283 2,700,314
Total assets 12,122,566 8,322,870
Non-current liabilities 3,442,521 1,324,785
Current liabilities 2,827,275 1,831,492
Total liabilities 6,269,796 3,156,277
Non-controlling interests 842,347 775,295
Revenues 9,700,296 7,223,975
Gross profit 2,297,271 1,839,585
Net income for the year attributable to owners of the parent 886,219 595,644
Total comprehensive income for the year, net of tax, attributable to owners of the parent 815,434 534,827

12 Investments in non-consolidated companies (Cont.)

b) Usiminas S.A.

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.

As of December 31, 2017 the closing price of the Usiminas' ordinary and preferred shares, as quoted on the BM&FBovespa Stock Exchange, was BRL10.83 (\$3.27) and BRL9.1 (\$2.75), respectively, giving Tenaris's ownership stake a market value of approximately \$123.0 million. As of that date, the carrying value of Tenaris's ownership stake in Usiminas was approximately \$70.6 million.

The Company reviews periodically the recoverability of its investment in Usiminas. To determine the recoverable value, the Company estimates the value in use of the investment by calculating the present value of the expected cash flows or its fair value less costs of disposal.

Usiminas financial restructuring process (that started in April 2016 with the capital increase) was completed by the end of August 2017. The completion of this process together with the increase in the share price since June 2016 and the improvement in business conditions may lead to an increase in the value of the investment in Usiminas in future periods.

During 2015 the Company recorded an impairment charge of \$28.9 million.

Summarized selected financial information of Usiminas, including the aggregated amounts of assets, liabilities, revenues and profit or loss is as follows:

Usiminas
2017 2016
Non-current assets 5,661,947 6,085,811
Current assets 2,193,096 1,970,015
Total assets 7,855,043 8,055,826
Non-current liabilities 2,344,042 2,856,883
Current liabilities 920,924 537,646
Total liabilities 3,264,966 3,394,529
Non-controlling interests 425,988 508,083
Revenues 3,367,937 2,442,596
Gross profit 513,712 150,999
Net income (loss) for the year attributable to owners of the parent 99,853 (166,153)

c) Techgen, S.A. de C.V. ("Techgen")

Techgen is a Mexican natural gas-fired combined cycle electric power plant in the Pesquería area of the State of Nuevo León, Mexico. The company started producing energy on December 1, 2016 and is fully operational, power capacity of 900 megawatts. As of December 31, 2017, Tenaris held 22% of Techgen's share capital, and its affiliates, Ternium and Tecpetrol International S.A. (a wholly-owned subsidiary of San Faustin S.A., the controlling shareholder of both Tenaris and Ternium), held 48% and 30% respectively.

Techgen is a party to transportation capacity agreements for a purchasing capacity of 150,000 MMBtu/Gas per day starting on August 1, 2016 and ending on July 31, 2036, and a party to a contract for the purchase of power generation equipment and other services related to the equipment. As of December 31, 2017, Tenaris's exposure under these agreements amounted to \$58.2 million and \$3.9 million respectively.

Tenaris issued a corporate guarantee covering 22% of the obligations of Techgen under a syndicated loan agreement between Techgen and several banks. The loan agreement amounted to \$720 million and has been used in the construction of the facility. The main covenants under the corporate guarantee are Tenaris's commitment to maintain its participation in Techgen or the right to purchase at least 22% of Techgen's firm energy, and compliance with a maximum permitted leverage ratio. As of December 31, 2017, the loan agreement had been fully disbursed and, as a result, the amount guaranteed by Tenaris was approximately \$158.4 million. During 2017 the shareholders of Techgen made additional investments in Techgen, in form of subordinated loans, which in case of Tenaris amounted to \$7 million. As of December 31, 2017, the aggregate outstanding principal amount under these loans was \$93.2 million.

13 Receivables – non current

Year ended December 31,
2017 2016
Government entities 641 913
Employee advances and loans 5,891 7,202
Tax credits 29,404 32,769
Receivables from related parties 88,595 91,419
Legal deposits 13,568 13,876
Advances to suppliers and other advances 12,443 19,520
Others 33,428 32,217
183,970 197,916
Allowances for doubtful accounts (see Note 22 (i)) (641) (913)
183,329 197,003

14 Inventories

Year ended December 31,
2017 2016
Finished goods 923,316 653,482
Goods in process 619,796 375,822
Raw materials 281,083 160,284
Supplies 486,002 451,777
Goods in transit 274,175 162,766
2,584,372 1,804,131
Allowance for obsolescence (see Note 23 (i)) (216,068) (240,242)
2,368,304 1,563,889

15 Receivables and prepayments

Year ended December 31,
2017 2016
Prepaid expenses and other receivables 36,587 28,278
Government entities 2,085 3,052
Employee advances and loans 12,205 10,458
Advances to suppliers and other advances 25,205 16,088
Government tax refunds on exports 17,353 9,350
Receivables from related parties 28,397 24,742
Derivative financial instruments 8,230 2,759
Miscellaneous 20,122 36,320
150,184 131,047
Allowance for other doubtful accounts (see Note 23 (i)) (6,255) (6,332)
143,929 124,715

16 Current tax assets and liabilities

Year ended December 31,
Current tax assets 2017 2016
V.A.T. credits 76,714 61,552
Prepaid taxes 55,620 79,434
132,334 140,986
Year ended December 31,
Current tax liabilities 2017 2016
Income tax liabilities 35,210 55,841
V.A.T. liabilities 14,313 11,065
Other taxes 52,882 34,291
102,405 101,197

Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015

17
Trade receivables
Year ended December 31,
2017 2016
Current accounts 1,240,769 1,026,026
Receivables from related parties 51,676 14,383
1,292,445 1,040,409
Allowance for doubtful accounts (see Note 23 (i)) (78,385) (85,724)
1,214,060 954,685

The following table sets forth details of the aging of trade receivables:

Trade Past due
Receivables Not Due 1 - 180 days > 180 days
At December 31, 2017
Guaranteed 247,079 219,764 22,978 4,337
Not guaranteed 1,045,366 841,737 115,245 88,384
Guaranteed and not guaranteed 1,292,445 1,061,501 138,223 92,721
Allowance for doubtful accounts (78,385) - - (78,385)
Net Value 1,214,060 1,061,501 138,223 14,336
At December 31, 2016
Guaranteed 355,508 272,393 32,241 50,874
Not guaranteed 684,901 518,984 87,379 78,538
Guaranteed and not guaranteed 1,040,409 791,377 119,620 129,412
Allowance for doubtful accounts (85,724) (62) (67) (85,595)
Net Value 954,685 791,315 119,553 43,817

Trade receivables are mainly denominated in U.S. dollars.

18 Cash and cash equivalents and Other investments

Year ended December 31,
2017 2016
Cash and cash equivalents
Cash at banks 150,948 92,730
Liquidity funds 66,033 215,807
Short – term investments 113,240 91,200
330,221 399,737
Other investments - current
Fixed Income (time-deposit, zero coupon bonds, commercial papers) 437,406 782,029
Bonds and other fixed Income 754,800 841,638
Fund Investments - 9,475
Others 100 -
1,192,306 1,633,142
Other investments - Non-current
Bonds and other fixed Income 123,498 248,049
Others 4,837 1,670
128,335 249,719

19 Borrowings

Year ended December 31,
2017 2016
Non-current
Bank borrowings 34,626 31,544
Finance lease liabilities 59 35
Costs of issue of debt (40) (37)
34,645 31,542
Current
Bank borrowings 930,957 807,252
Bank overdrafts 131 1,320
Finance lease liabilities 138 130
Costs of issue of debt (12) (8)
931,214 808,694
Total Borrowings 965,859 840,236

The maturity of borrowings is as follows:

1 year or 1 - 2 2 – 3 3 - 4 4 - 5 Over 5
less years years years years years Total
At December 31, 2017
Financial lease 138 59 - - - - 197
Other borrowings 931,076 4,876 4,484 4,978 20,248 - 965,662
Total borrowings 931,214 4,935 4,484 4,978 20,248 - 965,859
Interest to be accrued (*) 14,512 1,212 1,203 1,190 174 - 18,290
Total 945,726 6,147 5,687 6,168 20,422 - 984,149
1 year or
less
1 - 2
years
2 – 3
years
3 - 4
years
4 - 5
years
Over 5
years
Total
At December 31, 2016
Financial lease 130 35 - - - - 165
Other borrowings 808,564 1,198 3,739 3,360 3,632 19,578 840,071
Total borrowings 808,694 1,233 3,739 3,360 3,632 19,578 840,236
Interest to be accrued (*) 6,461 1,172 1,161 1,142 1,116 237 11,289
Total 815,155 2,405 4,900 4,502 4,748 19,815 851,525

(*) Includes the effect of hedge accounting.

Significant borrowings include:

In million of USD
Disbursement date Borrower Type Original & Outstanding Final maturity
2017 Tamsa Bank loans 404 2018
2017 Siderca Bank loans 311 2018
Dec-17 TuboCaribe Bank loan 150 Dec-18

As of December 31, 2017, Tenaris was in compliance with all of its covenants.

The weighted average interest rates before tax shown below were calculated using the rates set for each instrument in its corresponding currency as of December 31, 2017 and 2016 (considering hedge accounting where applicable).

2017 2016
Total borrowings 3.73% 1.97%

19 Borrowings (Cont.)

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

Non-current borrowings

Year ended December 31,
Currency Interest rates 2017 2016
USD Fixed 19,120 19,461
EUR Fixed 13,828 10,701
Others Variable 1,697 1,380
Total non-current borrowings 34,645 31,542

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

Current borrowings

Year ended December 31,
Currency Interest rates 2017 2016
USD Variable 17,640 17,081
USD Fixed 187,872 200,448
EUR Variable 169 99
EUR Fixed 839 841
MXN Fixed 412,719 391,318
ARS Fixed 311,829 197,637
ARS Variable - 1,041
Others Variable 138 35
Others Fixed 8 194
Total current borrowings 931,214 808,694

Borrowings evolution

Year ended December 31, 2017
Non current Current
At the beginning of the year 31,542 808,694
Translation differences 1,649 (3,622)
Proceeds and repayments, net 1,510 105,142
Interests Accrued less payments (19) 21,880
Reclassifications (309) 309
Other Movements 272 -
Overdrafts variation - (1,189)
At the end of the year 34,645 931,214

20 Deferred income tax

Deferred income taxes are calculated in full on temporary differences under the liability method using the tax rate of each country.

The evolution of deferred tax assets and liabilities during the year are as follows:

Deferred tax liabilities

Fixed
assets
Inventories Intangible and
Other (*)
Total
At the beginning of the year 263,056 36,891 514,713 814,660
Translation differences 2,243 (2) 21 2,262
Charged directly to other comprehensive income - - (583) (583)
Income statement credit (charge) 207,605 (1,955) (186,544) 19,106
At December 31, 2017 472,904 34,934 327,607 835,445
Fixed
assets
Inventories Intangible and
Other (*)
Total
At the beginning of the year 299,139 42,516 549,557 891,212
Translation differences (540) - 44 (496)
Charged directly to other comprehensive income - - (40) (40)
Transfer to assets held for sale (5,724) - - (5,724)
Income statement charge (29,819) (5,625) (34,848) (70,292)
At December 31, 2016 263,056 36,891 514,713 814,660

(*) Includes the effect of currency translation on tax base (see Note 8).

Deferred tax assets

Provisions
and
allowances
Inventories Tax losses
(*)
Other Total
At the beginning of the year (33,276) (94,176) (199,326) (81,838) (408,616)
Translation differences (223) (972) 322 (606) (1,479)
Charged directly to other comprehensive income - - - (778) (778)
Income statement charge / (credit) 7,024 5,593 (155,940) 23,189 (120,134)
At December 31, 2017 (26,475) (89,555) (354,944) (60,033) (531,007)

(*) As of December 31, 2017, the net unrecognized deferred tax assets amount to \$98.8 million.

Provisions
and
allowances
Inventories Tax losses Other Total
At the beginning of the year (32,425) (107,378) (99,394) (102,396) (341,593)
Translation differences (3,123) (1,347) (2,741) 14 (7,197)
Transfer to assets held for sale - 275 - 753 1,028
Charged directly to other comprehensive income - - - 1,823 1,823
Income statement charge / (credit) 2,272 14,274 (97,191) 17,968 (62,677)
At December 31, 2016 (33,276) (94,176) (199,326) (81,838) (408,616)

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

Year ended December 31,
2017 2016
Deferred tax assets to be recovered after 12 months (405,416) (226,431)
Deferred tax liabilities to be recovered after 12 months 808,108 761,039

20 Deferred income tax (Cont.)

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

Year ended December 31,
2017 2016
Deferred tax assets (153,532) (144,613)
Deferred tax liabilities 457,970 550,657
304,438 406,044

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

Year ended December 31,
2017 2016
At the beginning of the year 406,044 549,619
Translation differences 783 (7,693)
Charged directly to Other Comprehensive Income (1,361) 1,783
Income statement credit (debit) (101,028) (132,969)
Transfer to assets held for sale - (4,696)
At the end of the year 304,438
406,044

21 Other liabilities

(i) Other liabilities – Non-current

Year ended December 31,
2017 2016
Post-employment benefits 125,012 125,161
Other-long term benefits 68,244 66,714
Miscellaneous 24,040 21,742
217,296 213,617

Post-employment benefits

Unfunded

Year ended December 31,
2017 2016
Values at the beginning of the year 96,229 107,601
Translation differences 2,893 (2,204)
Current service cost 7,851 4,625
Interest cost 5,462 6,371
Curtailments and settlements 21 24
Remeasurements (*) 10,907 (4,501)
Benefits paid from the plan (22,107) (13,921)
Other 633 (1,766)
At the end of the year 101,889 96,229

(*) For 2017 a loss of \$0.08 million is attributable to demographic assumptions and a loss of \$10.6 million to financial assumptions. For 2016 a loss of \$0.6 and a gain of \$5.1 million is attributable to demographic and financial assumptions, respectively.

21 Other liabilities (Cont.)

(i) Other liabilities – Non-current (Cont.)

The principal actuarial assumptions used were as follows:

Year ended December 31,
2017 2016
Discount rate 1% - 7% 1% - 7%
Rate of compensation increase 0% - 3% 0% - 3%

As of December 31, 2017, an increase / (decrease) of 1% in the discount rate assumption of the main plans would have generated a (decrease) / increase on the defined benefit obligation of \$8.2 million and \$7.2 million respectively, and an increase / (decrease) of 1% in the rate of compensation assumption of the main plans would have generated an increase / (decrease) impact on the defined benefit obligation of \$4.0 million and \$4.2 million respectively. The above sensitivity analyses are based on a change in discount rate and rate of compensation while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.

Funded

The amounts recognized in the statement of financial position for the current annual period and the previous annual period are as follows:

Year ended December 31,
2017 2016
Present value of funded obligations 165,486 159,612
Fair value of plan assets (145,692) (132,913)
Liability (*) 19,794 26,699

(*) In 2017 and 2016, \$3.3 million and \$2.2 million corresponding to an overfunded plan were reclassified within other noncurrent assets, respectively.

The movement in the present value of funded obligations is as follows:

Year ended December 31,
2017 2016
159,612 153,974
7,300 384
592 162
6,034 6,403
3,602 7,753
(11,654) (9,064)
165,486 159,612

(*) For 2017 a gain of \$0.4 million is attributable to demographic assumptions and a loss of \$4.1 million to financial assumptions. For 2016 a gain of \$0.9 and a loss of \$8.7 million is attributable to demographic and financial assumptions, respectively.

The movement in the fair value of plan assets is as follows:

Year ended December 31,
2017 2016
At the beginning of the year (132,913) (128,321)
Translation differences (6,802) 365
Return on plan assets (5,849) (7,022)
Remeasurements (5,874) (3,022)
Contributions paid to the plan (6,230) (4,374)
Benefits paid from the plan 11,654 9,064
Other 323 397
At the end of the year (145,692) (132,913)

21 Other liabilities (Cont.)

(i) Other liabilities – Non-current (Cont.)

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

Year ended December 31,
2017 2016
Equity instruments 53.4% 52.4%
Debt instruments 42.9% 43.9%
Others 3.7% 3.7%

The principal actuarial assumptions used were as follows:

Year ended December 31,
2017 2016
Discount rate 4% 4%
Rate of compensation increase 0 % - 3 % 0 % - 3 %

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

As of December 31, 2017, an increase / (decrease) of 1% in the discount rate assumption of the main plans would have generated a (decrease) / increase on the defined benefit obligation of \$17.0 million and \$20.9 million respectively, and an increase / (decrease) of 1% in the compensation rate assumption of the main plans would have generated an increase / (decrease) on the defined benefit obligation of \$2.2 million and \$1.8 million respectively. The above sensitivity analyses are based on a change in discount rate and rate of compensation while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.

The employer contributions expected to be paid for the year 2018 amount approximately to \$3.5 million.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period.

(ii) Other liabilities – current

Year ended December 31,
2017 2016
Payroll and social security payable 141,886 125,991
Liabilities with related parties 51 135
Derivative financial instruments 39,799 42,635
Miscellaneous 15,768 15,126
197,504 183,887

22 Non-current allowances and provisions

Deducted from non-current receivables

Year ended December 31,
2017 2016
Values at the beginning of the year (913) (1,112)
Translation differences 106 199
Used 166 -
Values at the end of the year (641) (913)
Liabilities
Year ended December 31,
2017 2016
Values at the beginning of the year 63,257 61,421
Translation differences 366 3,296
Additional provisions 3,994 6,794
Reclassifications (7,591) (1,932)
Used (23,588) (6,322)
Values at the end of the year 36,438 63,257

23 Current allowances and provisions

(i) Deducted from assets

Year ended December 31, 2017 Allowance for
doubtful accounts -
Trade receivables
Allowance for other
doubtful accounts -
Other receivables
Allowance for
inventory
obsolescence
Values at the beginning of the year
Translation differences
(85,724)
(345)
(6,332)
(220)
(240,242)
(3,575)
Reversals / (additional) allowances 5,421 (84) 12,917
Used 2,263 381 14,832
At December 31, 2017 (78,385) (6,255) (216,068)
Year ended December 31, 2016 Allowance for
doubtful accounts -
Trade receivables
Allowance for other
doubtful accounts -
Other receivables
Allowance for
inventory
obsolescence
Values at the beginning of the year (101,480) (7,082) (229,200)
Translation differences (841) 75 (2,715)
Reversals / (additional) allowances 12,573 (432) (32,765)
Transfer to held for sale 20 - 896
Used 4,004 1,107 23,542
At December 31, 2016 (85,724) (6,332) (240,242)

(ii) Liabilities

Other claims and
Year ended December 31, 2017 Sales risks contingencies Total
Values at the beginning of the year 13,885 8,871 22,756
Translation differences 247 227 474
Additional provisions 4,238 9,432 13,670
Reclassifications - 7,591 7,591
Used (6,974) (5,187) (12,161)
At December 31, 2017 11,396 20,934 32,330

Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2017, 2016 and 2015

23 Current allowances and provisions (Cont.)

(ii) Liabilities (Cont.)

Other claims and
Year ended December 31, 2016 Sales risks contingencies Total
Values at the beginning of the year 6,290 2,705 8,995
Translation differences 189 (86) 103
Additional provisions 16,266 7,791 24,057
Reclassifications (22) 1,954 1,932
Used (8,838) (3,493) (12,331)
At December 31, 2016 13,885 8,871 22,756

24 Derivative financial instruments

Net fair values of derivative financial instruments

The net fair values of derivative financial instruments disclosed within Other Receivables and Other Liabilities at the reporting date, in accordance with IAS 39, are:

Year ended December 31,
2016
8,230 2,759
8,230 2,759
(39,799) (42,635)
(39,799) (42,635)
(31,569) (39,876)
2017

Foreign exchange derivative contracts and hedge accounting

Tenaris applies hedge accounting to certain cash flow hedges of highly probable forecast transactions. The net fair values of exchange rate derivatives and those derivatives that were designated for hedge accounting as of December 2017 and 2016, were as follows:

Fair Value Hedge Accounting Reserve
Purchase currency Sell currency Term 2017 2016 2017 2016
MXN USD 2018 (20,447) (35,165) (534) 9
USD MXN 2018 490 694 - (2,280)
EUR USD 2018 5,660 (360) 1,881 -
USD EUR 2018 (367) (33) - (1,435)
JPY USD 2018 (101) (179) - 73
USD KWD 2018 (630) (2,447) (520) (1,016)
USD ARS 2018 22 (748) - -
ARS USD 2018 (13,715) 318 (1,067) (93)
USD BRL 2018 (17) (1,581) - -
USD CAD 2018 (2,072) (225) - -
Others (392) (150) - -
Total (31,569) (39,876) (240) (4,742)

Following is a summary of the hedge reserve evolution:

Equity Reserve
Dec-15
Movements
2016
Equity Reserve
Dec-16
Movements
2017
Equity Reserve
Dec-17
Foreign Exchange 2,783 (7,525) (4,742) 4,502 (240)
Total Cash flow Hedge 2,783 (7,525) (4,742) 4,502 (240)

Tenaris estimates that the cash flow hedge reserve at December 31, 2017 will be recycled to the Consolidated Income Statement during 2018.

(i) Contingencies

Tenaris is from time to time subject to various claims, lawsuits and other legal proceedings, including customer claims, in which third parties are seeking payment for alleged damages, reimbursement for losses, or indemnity. Management with the assistance of legal counsel periodically reviews the status of each significant matter and assesses potential financial exposure.

Some of these claims, lawsuits and other legal proceedings involve highly complex issues, and often these issues are subject to substantial uncertainties and, therefore, the probability of loss and an estimation of damages are difficult to ascertain. Accordingly, with respect to a large portion of such claims, lawsuits and other legal proceedings, Tenaris is unable to make a reliable estimate of the expected financial effect that will result from ultimate resolution of the proceeding. In those cases, Tenaris has not accrued a provision for the potential outcome of these cases.

If a potential loss from a claim, lawsuit or other 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. In a limited number of ongoing cases, Tenaris was able to make a reliable estimate of the expected loss or range of probable loss and has accrued a provision for such loss, but believes that publication of this information on a case-by-case basis would seriously prejudice Tenaris's position in the ongoing legal proceedings or in any related settlement discussions. Accordingly, in these cases, the Company has disclosed information with respect to the nature of the contingency, but has not disclosed its estimate of the range of potential loss.

The Company believes that the aggregate provisions recorded for potential losses in these consolidated financial statements (Notes 22 and 23) are adequate based upon currently available information. However, if management's estimates prove incorrect, current reserves could be inadequate and Tenaris could incur a charge to earnings which could have a material adverse effect on Tenaris's results of operations, financial condition, net worth and cash flows.

Below is a summary description of Tenaris's material legal proceedings for the year ended December 31, 2017. In addition, Tenaris is subject to other legal proceedings, none of which is believed to be material.

Tax assessment in Italy

Dalmine S.p.A. ("Dalmine"), an Italian subsidiary of the Company, received on December 24, 2012, a tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2007. The assessment, which was for an estimated amount of EUR298 million (approximately \$357 million), comprising principal, interest and penalties, was appealed with the first-instance tax court in Milan. In February 2014, the first-instance tax court issued its decision on this tax assessment, partially reversing the assessment and lowering the claimed amount to approximately EUR9 million (approximately \$11 million), including principal, interest and penalties. On October 2, 2014, the Italian tax authorities appealed against the second-instance tax court decision on the 2007 assessment. On June 12, 2015, the secondinstance tax court accepted Dalmine's defense arguments and rejected the appeal by the Italian tax authorities, thus reversing the entire 2007 assessment and recognizing that the dividend payment was exempt from withholding tax. The Italian tax authorities have appealed the second-instance tax court decision before the Supreme Court.

On December 24, 2013, Dalmine received a second tax assessment from the Italian tax authorities, based on the same arguments as those in the first assessment, relating to allegedly omitted withholding tax on dividend payments made in 2008 – the last such distribution made by Dalmine. Dalmine appealed the assessment with the first-instance tax court in Milan. On January 27, 2016, the first-instance tax court rejected Dalmine's appeal. This first-instance ruling, which held that Dalmine is required to pay an amount of EUR226 million (approximately \$271 million), including principal, interest and penalties, contradicts the first and second-instance tax court rulings in connection with the 2007 assessment. Dalmine obtained the suspension of the interim payment that would have been due, based on the first-instance decision, through the filing with the tax authorities of a bank guarantee of EUR175 million (approximately \$210 million), and appealed the January 2016 ruling with the second-instance tax court.

(i) Contingencies (Cont.)

Tax assessment in Italy (Cont.)

On December 21, 2017, Dalmine and the Italian tax authorities entered into a settlement agreement in connection with all withholding tax claims on 2007 and 2008 dividend payments. Under the settlement agreement, Dalmine paid to the Italian tax administration an aggregate amount of EUR42.9 million (approximately \$51 million), net of EUR3.2 million (approximately \$4 million) corresponding to the amount previously paid during the litigation proceeding. As a result of the settlement, during the year Tenaris recorded an additional charge to results, in excess of amounts already provisioned, of approximately \$29 million.

In addition, the Italian tax authorities formally notified Dalmine that, based on applicable laws and regulations, any future distributions from Dalmine out of past or future profits will not be subject to Italian withholding tax.

CSN claims relating to the January 2012 acquisition of Usiminas shares

In 2013, Confab Industrial S.A. ("Confab"), a Brazilian subsidiary of the Company 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 dismissed the CSN lawsuit, and on February 8, 2017, the court of appeals maintained the understanding of the first instance court. On March 6, 2017, CSN filed a motion for clarification against the decision of the Court of Appeals of São Paulo, which was rejected on July 19, 2017. On August 18, 2017, CSN filed an appeal to the Superior Court of Justice seeking the review and reversal of the decision issued by the Court of Appeals. The Superior Court of Justice is restricted to the analysis of alleged violations to federal laws and cannot assess matters of fact. Accordingly, the Court of Appeals must decide whether CSN's appeal meets the requirements for submission to the Superior Court of Justice. If declared admissible, the Superior Court of Justice will also review admissibility, and, if also declared admissible, will then render a decision on the merits.

Tenaris continues to believe that all of CSN's claims and allegations are groundless and without merit, as confirmed by several opinions of Brazilian legal counsel, two decisions issued by the Brazilian securities regulator (CVM) in February 2012 and December 2016, and the first and second instance court decisions referred to above. Accordingly, no provision was recorded in these Consolidated Financial Statements.

Veracel celulose accident litigation

On September 21, 2007, an accident occurred in the premises of Veracel Celulose S.A. ("Veracel") in connection with a rupture in one of the tanks used in an evaporation system manufactured by Confab. The Veracel accident allegedly resulted in material damages to Veracel. Itaú Seguros S.A. ("Itaú"), Veracel's insurer at the time of the Veracel accident, initiated a lawsuit against Confab seeking reimbursement of damages paid to Veracel in connection with the Veracel accident. Veracel initiated a second lawsuit against Confab seeking reimbursement of the amount paid as insurance deductible with respect to the Veracel accident and other amounts not covered by insurance. Itaú and Veracel claim that the Veracel accident was caused by failures and defects attributable to the evaporation system manufactured by Confab. Confab believes that the Veracel accident was caused by the improper handling by Veracel's personnel of the equipment supplied by Confab in violation of Confab's instructions. The two lawsuits have been consolidated, and are now being considered by the 6th Civil Court of São Caetano do Sul; however, each lawsuit will be adjudicated through a separate ruling. Both proceedings are currently at evidentiary stage.

(i) Contingencies (Cont.)

Veracel celulose accident litigation (Cont.)

On March 10, 2016, a court-appointed expert issued its report on certain technical matters concerning the Veracel accident. Based upon a technical opinion received from a third-party expert, in August 2016, Confab filed its objections to the expert's report. In November 2017, the court appointed expert filed a second report reaffirming its opinion and stating that the opinion of Confab's appointed expert was incorrect. The parties have a 90-day period to file their observations and/or opinions concerning the expert's second report. Approximately 54% of the amounts claimed by Itaú and Veracel is attributable to alleged lost profits, and the contract between Confab and Veracel expressly provided that Confab would not be liable for damages arising from loss profits. As of December 31, 2017, the estimated amount of Itaú's claim was approximately BRL81.9 million (approximately \$24.8 million), and the estimated amount of Veracel's claim is approximately BRL52 million (approximately \$15.7 million), for an aggregate amount BRL133.9 million (\$40.5 million). The final result of this claim depends largely on the court's evaluation of technical matters arising from the expert's opinion and the objections presented by Confab.

Ongoing investigation

The Company has learned that Italian and Swiss authorities are investigating whether certain payments were made from accounts of entities presumably associated with affiliates of the Company to accounts controlled by an individual allegedly related with officers of Petróleo Brasileiro S.A. and whether any such payments were intended to benefit Confab. Any such payments could violate certain applicable laws, including the U.S. Foreign Corrupt Practices Act. The Company had previously reviewed certain of these matters in connection with an investigation by the Brazilian authorities related to "Operation Lava Jato" and the Audit Committee of the Company's Board of Directors has engaged external counsel in connection with a review of the alleged payments and related matters. In addition, the Company has voluntarily notified the U.S. Securities and Exchange Commission and the U.S. Department of Justice. The Company intends to share the results of this review with the appropriate authorities, and to cooperate with any investigations that may be conducted by such authorities. At this time, the Company cannot predict the outcome of these matters or estimate the range of potential loss or extent of risk, if any, to the Company's business that may result from resolution of these matters.

Petroamazonas penalties

On January 22, 2016, Petroamazonas ("PAM"), an Ecuadorian state-owned oil company, imposed penalties to the Company's Uruguayan subsidiary, Tenaris Global Services S.A. ("TGS"), for its alleged failure to comply with delivery terms under a pipe supply agreement. The penalties amount to approximately \$ 22.5 million as of the date hereof. Tenaris believes, based on the advice of counsel, that PAM has no legal basis to impose the penalties and that TGS has meritorious defenses against PAM. However, in light of the prevailing political circumstances in Ecuador, the Company cannot predict the outcome of a claim against a stateowned company and it is not possible to estimate the amount or range of loss in case of an unfavorable outcome.

Contractor claim for additional costs

Tenaris Bay City Inc. ("Tenaris Bay City"), a U.S. subsidiary of the Company, has received claims from a contractor for alleged additional costs in the construction of a project located in the Bay City area for a total amount in excess of \$77 million. On June 30, 2017, the contractor filed a demand for arbitration of these claims. An arbitral panel has been selected and a scheduling order issued. The parties are expected to submit statements of claim in February and March of 2018. Final trial hearing on this matter is scheduled for February 2019. At this stage the Company cannot predict the outcome of the claim or the amount or range of loss in case of an unfavorable outcome.

(i) Contingencies (Cont.)

Investigation concerning currency exchange declarations.

Siderca S.A.I.C, an Argentine subsidiary of the Company ("Siderca"), and some of its directors, employees, former directors and employees are subject to an administrative criminal proceeding concerning alleged inaccurate information included in 15 currency exchange declarations related to the trading of foreign currency between August and October 2008 in connection with exports of goods for a total amount of \$268 million. The case is now under consideration of a criminal court. Although theoretically this proceeding may give rise to the application of fines in an amount up to ten times the value of the involved operations, Tenaris believes that it has meritorious defenses and that it is unlikely that the ultimate resolution of this matter will result in a material obligation.

Claim for differences on gas supply prices

On July 7, 2016, Siderca was notified of a claim initiated by an Argentine state-owned company for an amount of \$25.4 million, allegedly owed as a result in differences in the price paid for gas supplied to Siderca during three months in 2013. Tenaris believes, based on the advice of counsel, that it has meritorious defenses against a substantial part of this claim, although Siderca may be required to pay part of the claimed amount.

Tax assessment in Mexico

In August 2017, Tubos de Acero de México S.A ("Tamsa") and Servicios Generales Tenaris Tamsa S.A ("Segeta"), two Mexican subsidiaries of the Company, were informed that the Mexican tax authorities had determined that the tax deductions associated with purchases of scrap made by the companies during 2013, amounting to MXN1,800 million (approximately \$91.2 million) in the aggregate, failed to comply with applicable requirements and, accordingly, should be rejected. Tamsa and Segeta filed their respective responses and complaints against the determination, and provided additional information evidencing compliance with applicable requirements for the tax deductions that are being challenged. No final decision has yet been issued on this matter. Based on the opinion of legal counsel, Tenaris believes that it is unlikely that the ultimate resolution of this tax assessment will result in a material obligation.

(ii) Commitments and other purchase orders

Set forth is a description of Tenaris's material outstanding purchase commitments:

  • A Tenaris company entered into a contract with the supplier Voest Alpine Grobblech Gmb to which it committed to purchase carbon steel for a total amount of approximately \$137 million to use for manufacturing pipes related to the Zhor gas field project.
  • A Tenaris company entered into a contract with Transportadora de Gas del Norte S.A. for the service of natural gas transportation to the facilities of Siderca S.A.I.C., an Argentine subsidiary of Tenaris. As of December 31, 2017, the aggregate commitment to take or pay the committed volumes for a 10-year term totalled approximately \$77.5 million.
  • A Tenaris company entered into a contract with Praxair S.A. for the service of oxygen and nitrogen supply. As of December 31, 2017, the aggregate commitment to take or pay the committed volumes for a 14-year term totalled approximately \$43.9 million.
  • Several Tenaris companies entered into a contract with Graftech for the supply of graphite electrodes. As of December 31, 2017, the aggregate commitment to take or pay the committed volumes totalled approximately \$78.3 million.
  • A Tenaris company entered into a 25-year contract (effective as of December 1, 2016, through December 1, 2041) with Techgen for the supply of 197 MW (which represents 22% of Techgen's capacity). Monthly payments are determined on the basis of capacity charges, operation costs, back-up power charges, and transmission charges. As of the seventh contract year (as long as Techgen's existing or replacing bank facility has been repaid in full), the Tenaris company has the right to suspend or early terminate the contract if the rate payable under the agreement is higher than the rate charged by the Comisión Federal de Electricidad ("CFE") or its successors. The Tenaris company may instruct Techgen to sell to any affiliate, to CFE, or to any other third party all or any part of unused contracted energy under the agreement and the Tenaris company will benefit from the proceeds of such sale.

(iii) Restrictions to the distribution of profits and payment of dividends

As of December 31, 2017, 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, 2017 16,956,761
Total equity in accordance with Luxembourg law 18,865,085

At least 5% of the Company's net income per year, as calculated in accordance with Luxembourg law and regulations, must be allocated to the creation of a legal reserve equivalent to 10% of the Company's share capital. As of December 31, 2017, this reserve is fully allocated and additional allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.

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

At December 31, 2017, distributable amount under Luxembourg law totals \$17.6 billion, as detailed below:

Distributable amount at December 31, 2017 under Luxembourg law 17,566,494
Share premium 609,733
Retained earnings at December 31, 2017 under Luxembourg law 16,956,761
Dividends approved (484,020)
Other income and expenses for the year ended December 31, 2017 (52,232)
Retained earnings at December 31, 2016 under Luxembourg law 17,493,013
(all amounts in thousands of U.S. dollars)

26 Acquisition of subsidiaries

In September 2017, Tenaris acquired 100% of Garrett (a pipe services and trucking business) through the payment of a price of \$10.4 million.

If the acquisition had occurred on January 1, 2017, Tenaris's unaudited pro forma net sales and net income from continuing operations would not have changed materially.

27 Cash flow disclosures

Year ended December 31,
(i) Changes in working capital 2017 2016 2015
Inventories (804,415) 244,720 936,402
Receivables and prepayments and Current tax assets (6,662) 70,874 60,009
Trade receivables (259,375) 146,824 828,265
Other liabilities 4,226 (79,046) (123,904)
Customer advances 17,039 (95,112) 1,171
Trade payables 193,905 59,939 (327,958)
(855,282) 348,199 1,373,985
(ii) Income tax accruals less payments
Tax accrued (17,136) 41,441 244,505
Taxes paid (176,853) (169,520) (335,585)
(193,989) (128,079) (91,080)
(iii) Interest accruals less payments, net
Interest accrued (20,534) (43,872) (11,517)
Interest received 50,001 60,163 56,835
Interest paid (17,917) (18,858) (18,696)
11,550 (2,567) 26,622
(iv) Cash and cash equivalents
Cash at banks, liquidity funds and short - term investments 330,221 399,900 286,547
Bank overdrafts (131) (1,320) (349)
330,090 398,580 286,198

28 Net assets of disposal group classified as held for sale

On December 15, 2016, Tenaris entered into an agreement with Nucor Corporation (NC) pursuant to which it has sold to NC the steel electric conduit business in North America, known as Republic Conduit for an amount of \$328 million (net of transaction costs). The sale was completed on January 19, 2017, with effect from January 20, 2017. The result of this transaction was an after-tax gain of \$89.7 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.

Year ended December 31,
2017 2016
Income from discontinued operations 1,848 41,411
After tax gain on the sale of Conduit 89,694 -
Net Income for discontinued operations 91,542 41,411
Details of Conduit sale
Cash received
331,295
Transaction and other costs (3,663)
Carrying amount of net assets sold (137,814)
Gain on sale before income tax 189,817
Income tax expense on gain (100,123)
Gain on sale after income tax 89,694

The financial performances presented are relative to the 19 days of January 2017 and for the years ended December 31, 2016 and 2015.

Analysis of the result of discontinued operations:

(all amounts in thousands of US dollars, unless otherwise stated) 2017 2016 2015
Net sales 11,899 234,911 197,630
Cost of sales (7,403) (136,587) (137,318)
Gross profit 4,496 98,324 60,312
Selling, general and administrative expenses (2,041) (32,238) (30,678)
Other operating income & expenses (1) (248) (1)
Operating income 2,454 65,838 29,633
Finance Income (expenses), net (9) (88) (382)
Income before income tax 2,445 65,750 29,251
Income tax (597) (24,339) (10,121)
Net income 1,848 41,411 19,130
Earnings per share attributable to discontinued operations:
Weighted average number of ordinary shares (thousands)
1,180,537 1,180,537 1,180,537
Discontinued operations:
Basic and diluted earnings per share (U.S. dollars per share) 0.00 0.04 0.02
Basic and diluted earnings per ADS (U.S. dollars per ADS) 0.00 0.07 0.03
Summarized cash flow information is as follows:
2017 2016 2015
Cash at the beginning 18,820 15,343 13,848
Cash at the end 206 18,820 15,343
(Decrease) Increase in cash (18,614) 3,477 1,495
(Used in) provided by operating activities (3,046) 24,535 42,701
Provided by (used in) investing activities 32 (1,058) (1,206)
Used in financing activities (15,600) (20,000) (40,000)

These amounts were estimated only for disclosure purposes, as cash flows from discontinued operations were not managed separately from other cash flows.

The following table shows the current and non-current assets and liabilities of disposal group as at 31 December 2016, and the carrying amounts of assets and liabilities as at the date of sale.

28 Net assets of disposal group classified as held for sale (Cont.)

Current and non-current assets and liabilities of disposal group

ASSETS At January 19, 2017 At December 31, 2016
Non-current assets
Property, plant and equipment, net 41,438 41,470
Intangible assets, net (*) 45,894 87,332 45,894 87,364
Current assets
Inventories, net 29,349 29,819
Receivables and prepayments, net 1,157 451
Trade receivables, net 38,620 33,620
Cash and cash equivalents 206 69,332 163 64,053
Total assets of disposal group classified as held for sale 156,664 151,417
LIABILITIES
Non-current liabilities
Deferred tax liabilities 5,294 4,696
Other liabilities - 5,294 680 5,376
Current liabilities
Current tax liabilities 65 4,100
Other liabilities 2,913 1,668
Trade payables 10,578 13,556 6,950 12,718
Total liabilities of disposal group classified as held for sale 18,850 18,094

(*) Includes \$45.8 million of goodwill

29 Related party transactions

As of December 31, 2017:

  • San Faustin S.A., a Luxembourg 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 société à responsabilité limitée ("Techint"), who is the holder of record of the abovementioned Tenaris shares.
  • Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a Dutch private foundation (Stichting) ("RP STAK") held voting 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 0.08% 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". The following transactions were carried out with related parties:

(all amounts in thousands of U.S. dollars) Year ended December 31,
2017 2016 2015
(i) Transactions
(a) Sales of goods and services
Sales of goods to non-consolidated parties 32,362 21,174 24,019
Sales of goods to other related parties 94,624 32,613 87,663
Sales of services to non-consolidated parties 11,637 9,542 10,154
Sales of services to other related parties 3,751 2,948 4,010
142,374 66,277 125,846
(b) Purchases of goods and services
Purchases of goods to non-consolidated parties 234,361 67,048 260,280
Purchases of goods to other related parties 17,711 20,150 35,153
Purchases of services to non-consolidated parties 12,077 11,528 16,153
Purchases of services to other related parties 50,794 53,530 78,805
314,943 152,256 390,391

29 Related party transactions (Cont.)

(all amounts in thousands of U.S. dollars) At December 31,
2017 2016
(ii) Period-end balances
(a) Arising from sales / purchases of goods / services
Receivables from non-consolidated parties 117,853 117,187
Receivables from other related parties 50,815 13,357
Payables to non-consolidated parties (49,354) (21,314)
Payables to other related parties (14,475) (12,708)
104,839 96,522

Directors' and senior management compensation

During the years ended December 31, 2017, 2016 and 2015, the cash compensation of Directors and Senior managers amounted to \$45.8 million, \$38.6 million and \$28.8 million respectively. These amounts include cash benefits paid to certain senior managers in connection with the vesting of pre-existing retirement plans. In addition, Directors and Senior managers received 484, 500 and 540 thousand units for a total amount of \$4.7 million, \$4.8 million and \$5.4 million respectively in connection with the Employee retention and long term incentive program mentioned in Note O Employee benefits –Other long term benefits.

30 Principal subsidiaries

The following is a list of Tenaris's principal subsidiaries and its direct and indirect percentage of ownership of each controlled company at December 31, 2017.

Company Country of
Incorporation
Main activity Percentage of ownership
at December 31, (*)
2017 2016 2015
ALGOMA TUBES INC. Canada Manufacturing of seamless steel pipes 100% 100% 100%
CONFAB INDUSTRIAL S.A. and subsidiaries Brazil Manufacturing of welded steel pipes and capital
goods
100% 100% 100%
DALMINE S.p.A. Italy Manufacturing of seamless steel pipes 100% 100% 99%
HYDRIL COMPANY and subsidiaries (except detailed) (a) USA Manufacture and marketing of premium
connections
100% 100% 100%
MAVERICK TUBE CORPORATION and subsidiaries USA Manufacturing of welded steel pipes 100% 100% 100%
NKKTUBES Japan Manufacturing of seamless steel pipes 51% 51% 51%
P.T. SEAMLESS PIPE INDONESIA JAYA Indonesia Manufacturing of seamless steel products 89% 77% 77%
PRUDENTIAL STEEL LTD. Canada Manufacturing of welded steel pipes 100% 100% 100%
S.C. SILCOTUB S.A. Romania Manufacturing of seamless steel pipes 100% 100% 100%
SIAT SOCIEDAD ANONIMA Argentina Manufacturing of welded and seamless steel
pipes
100% 100% 100%
SIDERCA SOCIEDAD ANONIMA INDUSTRIAL Y
COMERCIAL and subsidiaries
Argentina Manufacturing of seamless steel pipes 100% 100% 100%
TALTA - TRADING E MARKETING SOCIEDADE
UNIPESSOAL LDA.
Portugal Holding Company 100% 100% 100%
TENARIS BAY CITY, INC. USA Manufacturing of seamless steel pipes 100% 100% 100%
TENARIS FINANCIAL SERVICES S.A. Uruguay Financial company 100% 100% 100%
TENARIS GLOBAL SERVICES (CANADA) INC. Canada Marketing of steel products 100% 100% 100%
TENARIS GLOBAL SERVICES (U.S.A.)
CORPORATION
USA Marketing of steel products 100% 100% 100%
TENARIS GLOBAL SERVICES (UK) LTD United
Kingdom
Holding company and marketing of steel
products
100% 100% 100%
TENARIS GLOBAL SERVICES S.A. and subsidiaries
(except detailed) (b)
Uruguay Holding company and marketing of steel
products
100% 100% 100%
TENARIS INVESTMENTS S.àr.l. Luxembourg Holding company 100% 100% 100%
TENARIS INVESTMENTS SWITZERLAND AG and
subsidiaries
Switzerland Holding company 100% 100% 100%
TENARIS CONNECTIONS BV Netherlands Development, management and licensing of
intellectual property
100% 100% 100%
TENARIS TUBOCARIBE LTDA. Colombia Manufacturing of welded and seamless steel
pipes
100% 100% 100%
TUBOS DE ACERO DE MEXICO, S.A. Mexico Manufacturing of seamless steel pipes 100% 100% 100%

(*) All percentages rounded.

(a) Tenaris Investments S.a.r.l. holds 100% of Hydril's subsidiaries shares except for Technical Drilling & Production Services Nigeria. Ltd where it holds 80% for 2017, 2016 and 2015.

(b) Tenaris holds 97,5% of Tenaris Supply Chain S.A, 60% of Gepnaris S.A. and 40% of Tubular Technical Services and Pipe Coaters, and 49% of Amaja Tubular Services Limited.

31 Nationalization of Venezuelan Subsidiaries

In May 2009, within the framework of Decree Law 6058, Venezuela's President announced the nationalization of, among other companies, the Company's majority-owned subsidiaries TAVSA - Tubos de Acero de Venezuela S.A. ("Tavsa") and, Matesi Materiales Siderúrgicos S.A ("Matesi"), and Complejo Siderúrgico de Guayana, C.A ("Comsigua"), in which the Company has a non-controlling interest (collectively, the "Venezuelan Companies"). Tenaris and its wholly-owned subsidiary, Talta - Trading e Marketing Sociedad Unipessoal Lda ("Talta"), initiated arbitration proceedings against Venezuela before the ICSID in Washington D.C. in connection with these nationalizations.

Matesi

On January 29, 2016, the tribunal released its award on the arbitration proceeding concerning the nationalization of Matesi. The award upheld Tenaris's and Talta's claim that Venezuela had expropriated their investments in Matesi in violation of Venezuelan law as well as the bilateral investment treaties entered into by Venezuela with the Belgium-Luxembourg Economic Union and Portugal. The award granted compensation in the amount of \$87.3 million for the breaches and ordered Venezuela to pay an additional amount of \$85.5 million in pre-award interest, aggregating to a total award of \$172.8 million, payable in full and net of any applicable Venezuelan tax, duty or charge. The tribunal granted Venezuela a grace period of six months from the date of the award to make payment in full of the amount due without incurring post-award interest, and resolved that if no, or no full, payment is made by then, post-award interest will apply at the rate of 9% per annum. As of December 31, 2017, post-award interest amounted to \$31.9 million.

On March 14, 2016, Venezuela requested the rectification of the award pursuant to article 49(2) of the ICSID Convention and ICSID Arbitration Rule 49. The tribunal denied Venezuela's request on June 24, 2016, ordering Venezuela to reimburse Tenaris and Talta for their costs. On September 21, 2016, Venezuela submitted a request for annulment of the award as well as the stay of enforcement of the award in accordance with the ICSID Convention and Arbitration Rules, and the ad hoc committee that will hear Venezuela's request was constituted on December 27, 2016. On March 24, 2017, the ad hoc committee rendered its decision to lift the stay of enforcement of the award. The ad hoc committee has not reserved its right to reopen that decision and no appeal against such decision is provided under ICSID's Arbitration Rules.

The parties exchanged two rounds of written submissions on Venezuela's request for annulment. Following the resignation of one of the ad hoc committee members, the committee was reconstituted on November 3, 2017, and the final hearing on Venezuela's annulment request was rescheduled for March 22-23, 2018. Following the hearing, the ad hoc committee will deliberate and issue a decision on Venezuela's annulment application. While there is no deadline by which the ad hoc committee must render its decision, it is presently expected that the ad hoc committee will render a decision between June and September 2018.

Tavsa and Comsigua

On December 12, 2016, the tribunal issued its award upholding Tenaris's and Talta's claim that Venezuela had expropriated their investments in Tavsa and Comsigua in violation of the bilateral investment treaties entered into by Venezuela with the Belgium-Luxembourg Economic Union and Portugal. The award granted compensation in the amount of \$137 million and ordered Venezuela to reimburse Tenaris and Talta \$3.3 million in legal fees and ICSID administrative costs. In addition, Venezuela was ordered to pay interest from April 30, 2008 until the day of effective payment at a rate equivalent to LIBOR + 4% per annum, which as of December 31, 2017 amounted to \$88 million.

On April 11, 2017, Venezuela submitted a request for annulment of the award as well as the stay of enforcement of the award in accordance with the ICSID Convention and Arbitration Rules. Venezuela's annulment request was registered on April 14, 2017. The ad hoc committee that will hear Venezuela's request was constituted on October 17, 2017. On October 19, 2017, Tenaris and Talta filed an opposition to Venezuela's request to continue the stay of enforcement of the award, which was followed by the exchange of additional written submissions between the parties. The ad hoc committee has extended the provisional stay of enforcement of the award until it rules on Venezuela's request. A hearing on Venezuela's request to continue the stay of enforcement of the award was held on February 1, 2018, and will be followed by a decision from the ad hoc committee. The final hearing for Venezuela's annulment request is scheduled for August 27-28, 2018. Following the hearing, the ad hoc committee will deliberate and issue a decision on Venezuela's annulment application. While there is no deadline by which the ad hoc committee must render its decision, it is presently expected that the ad hoc committee will render a decision between November 2018 and February 2019.

31 Nationalization of Venezuelan Subsidiaries (Cont.)

Based on the facts and circumstances described above and following the guidance set forth by IAS 27R, the Company ceased consolidating the results of operations and cash flows of the Venezuelan Companies as from June 30, 2009, and classified its investments in the Venezuelan Companies as financial assets based on the definitions contained in paragraphs 11(c)(i) and 13 of IAS 32.

The Company classified its interests in the Venezuelan Companies as available-for-sale investments since management believes they do not fulfil the requirements for classification within any of the remaining categories provided by IAS 39 and such classification is the most appropriate accounting treatment applicable to nonvoluntary dispositions of assets.

Tenaris or its subsidiaries have net receivables with the Venezuelan Companies as of December 31, 2017, for a total amount of approximately \$27 million.

The Company records its interest in the Venezuelan Companies at its carrying amount at June 30, 2009, and not at fair value, following the guidance set forth by paragraphs 46(c), AG80 and AG81 of IAS 39.

32 Fees paid to the Company's principal accountant

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

(all amounts in thousands of U.S. dollars) Year ended December 31,
2017 2016 2015
Audit fees 3,995 3,588 4,372
Audit-related fees 88 64 78
Tax fees 23 14 25
All other fees 30 3 15
Total 4,136 3,669 4,490

33 Subsequent event

Agreement regarding governance of Usiminas

On February 8, 2018, the Company's affiliate Ternium announced that its subsidiary Ternium Investments S.à r.l. had entered into a binding and immediately effective agreement (the "Agreement") with Nippon Steel & Sumitomo Metal Corporation ("NSSMC"), establishing certain new governance rules for Usiminas as well as certain undertakings for the settlement of legal disputes. The new governance rules for Usiminas include, among others, an alternation mechanism for the nomination of each of the CEO and the Chairman of the Usiminas board of directors, as well as a new mechanism for the nomination of other members of Usiminas' executive board. In addition, the Agreement incorporates an exit mechanism.

Under the Agreement, the right to nominate the CEO and the Chairman will alternate between Ternium and NSSMC at a 4-year interval, comprising two consecutive 2-year terms. For the initial four years, Ternium will be entitled to nominate the CEO and NSSMC will be entitled to nominate the Chairman. Initially, Ternium and NSSMC intend to nominate Sergio Leite as Usiminas' CEO and Ruy Hirschheimer as Usiminas' Chairman of the Board, respectively. The executive board will be composed of six members, including the CEO and five Vice-Presidents, with Ternium and NSSMC nominating three members each. The Agreement includes an exit mechanism consisting of a buy-and-sell procedure, exercisable at any time during the term of the existing Usiminas shareholders' agreement after the fourth-and-a-half-year anniversary from the coming election of Usiminas' executive board in May 2018. Such buy-and-sell procedure would allow either Ternium or NSSMC to purchase all or a majority of the Usiminas shares held by the other party.

33 Subsequent event (Cont.)

Agreement regarding governance of Usiminas (Cont.)

The Company's subsidiary Confab Industrial, together with Ternium Investments S.à r.l. and its subsidiaries Siderar S.A.I.C. and Prosid Investments, is a party to the T/T Group within the Usiminas controlling group. Pursuant to the Agreement, the T/T Group members, including Confab, will use their reasonable best efforts to negotiate and execute an amended and restated Usiminas' shareholders' agreement together with the other minority shareholders of the control group, Previdência Usiminas, Metal One Corporation and Mitsubishi Corporation do Brasil S.A., having the same termination date as the existing Usiminas shareholders' agreement. If any non-affiliated controlling group shareholder for any reason does not enter into the new shareholders agreement on or before April 10, 2018, the T/T Group members, including Confab, will enter into a separate Usiminas' shareholders' agreement only among themselves and their affiliates that are shareholders of Usiminas, which will operate as an upper-level agreement in respect of the existing shareholders agreement and will more fully reflect and implement the new governance rules as between them and their affiliates.

Annual Dividend Proposal

On February 21, 2018 the Company's Board of Directors proposed, for the approval of the Annual General Shareholders' meeting to be held on May 2, 2018, the payment of an annual dividend of \$0.41 per share (\$0.82 per ADS), or approximately \$484 million, which includes the interim dividend of \$0.13 per share (\$0.26 per ADS) or approximately \$153 million, paid on November 22, 2017. If the annual dividend is approved by the shareholders, a dividend of \$0.28 per share (\$0.56 per ADS), or approximately \$331 million will be paid on May 23, 2018, with an ex-dividend date of May 21, 2018. These Consolidated Financial Statements do not reflect this dividend payable.

Edgardo Carlos Chief Financial Officer

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