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Tenaris S.A.

Foreign Filer Report Aug 7, 2015

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6-K 1 tenaris6k.htm TENARIS, S.A. 6-K tenaris6k.htm Licensed to: mw@12009 Document Created using EDGARizerAgent 5.5.0.0 Copyright 1995 - 2014 Thomson Reuters. All rights reserved.

FORM 6 - K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

As of August 6, 2015

TENARIS, S.A.

(Translation of Registrant's name into English)

TENARIS, S.A.

29, Avenue de la Porte-Neuve 3rd floor

L-2227 Luxembourg

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.

Form 20-F Ö Form 40-F

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.

Yes No Ö

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .

The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris S.A Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2015.

SIGNATURE

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

Date: August 6, 2015.

Tenaris, S.A.

By: /s/ Cecilia Bilesio

Cecilia Bilesio

Corporate Secretary

TENARIS S.A.

CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2015

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

L - 2227 Luxembourg

R.C.S. Luxembourg: B 85 203

CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT

EFPlaceholder

(all amounts in thousands of U.S. dollars, unless otherwise stated) — Notes 2015 2014 2015 2014
Continuing operations (Unaudited) (Unaudited)
Net sales 3 1,868,078 2,660,882 4,121,633 5,240,826
Cost of sales 4 (1,324,377 ) (1,590,888 ) (2,765,069 ) (3,117,922 )
Gross profit 543,701 1,069,994 1,356,564 2,122,904
Selling, general and administrative expenses 5 (437,620 ) (518,237 ) (873,727 ) (1,007,097 )
Other operating income (expense), net 5,041 (2,475 ) 7,658 (755 )
Operating income 111,122 549,282 490,495 1,115,052
Finance Income 6 10,978 15,655 23,085 27,120
Finance Cost 6 (9,363 ) (10,618 ) (15,620 ) (23,621 )
Other financial results 6 (9,718 ) (4,567 ) (16,988 ) 39,464
Income before equity in earnings of non-consolidated companies and income tax 103,019 549,752 480,972 1,158,015
Equity in earnings of non-consolidated companies 4,269 14,367 12,184 33,188
Income before income tax 107,288 564,119 493,156 1,191,203
Income tax (34,965 ) (144,219 ) (166,890 ) (343,284 )
Income for the period 72,323 419,900 326,266 847,919
Attributable to:
Owners of the parent 66,314 407,885 321,396 830,390
Non-controlling interests 6,009 12,015 4,870 17,529
72,323 419,900 326,266 847,919
Earnings per share attributable to the owners of the parent during the period:
Weighted average number of ordinary shares (thousands) 1,180,537 1,180,537 1,180,537 1,180,537
Continuing operations
Basic and diluted earnings per share (U.S. dollars per share) 0.06 0.35 0.27 0.70
Basic and diluted earnings per ADS (U.S. dollars per ADS) (1) 0.11 0.69 0.54 1.41

(1) Each ADS equals two shares.

CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

EFPlaceholder

(all amounts in thousands of U.S. dollars) — 2015 2014 2015 2014
(Unaudited) (Unaudited)
Income for the period 72,323 419,900 326,266 847,919
Items that will not be reclassified to profit or loss:
Remeasurements of post employment benefit obligations (1,373 ) 4,428 (1,373 ) 4,428
Income tax on items that will not be reclassified 292 (1,165 ) 292 (1,165 )
(1,081 ) 3,263 (1,081 ) 3,263
Items that may be subsequently reclassified to profit or loss:
Currency translation adjustment 49,861 (1,598 ) (131,340 ) 11,312
Change in value of available for sale financial instruments and cash flow hedges 5,161 2,020 5,549 618
Share of other comprehensive income of non-consolidated companies:
- Currency translation adjustment 879 12,078 (34,888 ) 12,506
- Changes in the fair value of derivatives held as cash flow hedges and others (2,943 ) (339 ) (3,696 ) (904 )
Income tax relating to components of other comprehensive income 204 5 (107 ) 33
Other comprehensive income (loss) for the period, net of tax 52,081 15,429 (165,563 ) 26,828
Total comprehensive income for the period 124,404 435,329 160,703 874,747
Attributable to:
Owners of the parent 118,258 423,386 155,940 857,273
Non-controlling interests 6,146 11,943 4,763 17,474
124,404 435,329 160,703 874,747

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Restated Consolidated Financial Statements and notes for the fiscal year ended December 31, 2014.

1

CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

EFPlaceholder

(all amounts in thousands of U.S. dollars) — Notes (Unaudited) (Restated)
ASSETS
Non-current assets
Property, plant and equipment, net 8 5,367,107 5,159,557
Intangible assets, net 9 2,674,520 2,757,630
Investments in non-consolidated companies 596,561 643,630
Available for sale assets 21,572 21,572
Other investments 1,561 1,539
Deferred tax assets 207,360 268,252
Receivables 247,522 9,116,203 262,176 9,114,356
Current assets
Inventories 2,142,391 2,779,869
Receivables and prepayments 237,192 267,631
Current tax assets 165,998 129,404
Trade receivables 1,531,594 1,963,394
Other investments 10 2,569,066 1,838,379
Cash and cash equivalents 10 519,230 7,165,471 417,645 7,396,322
Total assets 16,281,674 16,510,678
EQUITY
Capital and reserves attributable to owners of the parent 12,456,552 12,654,114
Non-controlling interests 155,450 152,200
Total equity 12,612,002 12,806,314
LIABILITIES
Non-current liabilities
Borrowings 25,557 30,833
Deferred tax liabilities 712,447 714,123
Other liabilities 269,925 285,865
Provisions 67,108 1,075,037 70,714 1,101,535
Current liabilities
Borrowings 1,235,138 968,407
Current tax liabilities 181,233 352,353
Other liabilities 374,119 296,277
Provisions 16,796 20,380
Customer advances 213,670 133,609
Trade payables 573,679 2,594,635 831,803 2,602,829
Total liabilities 3,669,672 3,704,364
Total equity and liabilities 16,281,674 16,510,678

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Restated Consolidated Financial Statements and notes for the fiscal year ended December 31, 2014.

2

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

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

EFPlaceholder EFPlaceholder

Share Capital (1) Legal Reserves Share Premium Currency Translation Adjustment Other Reserves Retained Earnings (2) Total Non- controlling interests Total
(Unaudited)
Balance at December 31, 2014 1,180,537 118,054 609,733 (678,008 ) (317,799 ) 11,906,630 12,819,147 152,200 12,971,347
Restatement - - - 19,724 - (184,757 ) (165,033 ) - (165,033 )
Balance at December 31, 2014 (Restated) 1,180,537 118,054 609,733 (658,284 ) (317,799 ) 11,721,873 12,654,114 152,200 12,806,314
Income for the period - - - - - 321,396 321,396 4,870 326,266
Currency translation adjustment - - - (130,816 ) - - (130,816 ) (524 ) (131,340 )
Remeasurements of post employment benefit obligations, net of taxes - - - - (1,081 ) (1,081 ) (1,081 )
Change in value of available for sale financial instruments and cash flow hedges net of tax - - - - 5,025 - 5,025 417 5,442
Share of other comprehensive income of non-consolidated companies - - - (34,888 ) (3,696 ) - (38,584 ) - (38,584 )
Other comprehensive (loss) income for the period - - - (165,704 ) 248 - (165,456 ) (107 ) (165,563 )
Total comprehensive (loss) income for the period - - - (165,704 ) 248 321,396 155,940 4,763 160,703
Acquisition of non-controlling interests - - - - 659 - 659 (1,513 ) (854 )
Dividends paid in cash - - - - - (354,161 ) (354,161 ) - (354,161 )
Balance at June 30, 2015 1,180,537 118,054 609,733 (823,988 ) (316,892 ) 11,689,108 12,456,552 155,450 12,612,002

EFPlaceholder

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

(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of USD1.00 per share. As of June 30, 2015 and 2014 there were 1,180,536,830 shares issued. All issued shares are fully paid.

(2) The Distributable Reserve and Retained Earnings as of June 30, 2015 calculated in accordance with Luxembourg Law are disclosed in Note 11.

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Restated Consolidated Financial Statements and notes for the fiscal year ended December 31, 2014.

3

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS

EFPlaceholder

(all amounts in thousands of U.S. dollars) Notes Six-month period ended June 30, — 2015 2014
Cash flows from operating activities (Unaudited)
Income for the period 326,266 847,919
Adjustments for:
Depreciation and amortization 8 & 9 301,201 305,743
Income tax accruals less payments (87,614 ) 58,411
Equity in earnings of non-consolidated companies (12,184 ) (33,188 )
Interest accruals less payments, net (2,613 ) (18,056 )
Changes in provisions (7,190 ) 8,978
Changes in working capital 912,482 33,362
Other, including currency translation adjustment (4,366 ) (24,839 )
Net cash provided by operating activities 1,425,982 1,178,330
Cash flows from investing activities
Capital expenditures 8 & 9 (523,187 ) (412,222 )
Changes in advance to suppliers of property, plant and equipment 15,899 (24,849 )
Investment in non-consolidated companies 12 - (1,380 )
Net loan to non-consolidated companies 12 (9,749 ) (28,648 )
Proceeds from disposal of property, plant and equipment and intangible assets 1,873 6,606
Dividends received from non-consolidated companies 20,674 17,429
Changes in investments in short term securities (730,687 ) (500,075 )
Net cash used in investing activities (1,225,177 ) (943,139 )
Cash flows from financing activities
Dividends paid 7 (354,161 ) (354,161 )
Dividends paid to non-controlling interest in subsidiaries - (48,289 )
Acquisitions of non-controlling interests (854 ) (140 )
Proceeds from borrowings (*) 1,123,894 1,207,214
Repayments of borrowings (*) (859,463 ) (1,000,200 )
Net cash used in financing activities (90,584 ) (195,576 )
Increase in cash and cash equivalents 110,221 39,615
Movement in cash and cash equivalents
At the beginning of the period 416,445 598,145
Effect of exchange rate changes (9,942 ) 2,064
Increase in cash and cash equivalents 110,221 39,615
At June 30, 516,724 639,824
At June 30,
Cash and cash equivalents 2015 2014
Cash and bank deposits 519,230 642,382
Bank overdrafts (2,506 ) (2,558 )
516,724 639,824

(*) Mainly related to the renewal of short-term local facilities carried out during the six-month period ending June 30, 2015 and 2014, respectively.

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Restated Consolidated Financial Statements and notes for the fiscal year ended December 31, 2014.

4

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

EFPlaceholder

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

5

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

(In the notes all amounts are shown in U.S. dollars, unless otherwise stated)

1 General information

Tenaris S.A. (the "Company") was established as a public limited liability company ( Société Anonyme ) under the laws of the Grand-Duchy of Luxembourg on December 17, 2001. The Company holds, either directly or indirectly, controlling interests in various subsidiaries in the steel pipe manufacturing and distribution businesses. References in these Consolidated Condensed Interim Financial Statements to "Tenaris" refer to Tenaris S.A. and its consolidated subsidiaries. A list of the principal Company’s subsidiaries is included in Note 29 to the Company’s audited Restated Consolidated Financial Statements for the year ended December 31, 2014.

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

These Consolidated Condensed Interim Financial Statements were approved for issuance by the Company’s board of directors on August 5, 2015.

Restatement of 2014 Financial Statements

On May 28, 2015, the Company restated its Consolidated Financial Statements for the year ended December 31, 2014 to reduce the carrying amount of the Company’s investment in Usiminas. All information as of December 31, 2014 included in these Consolidated Condensed Interim Financial Statements is derived from the Company's audited Restated Consolidated Financial Statements for the year ended December 31, 2014.

2 Accounting policies and basis of presentation

These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies used in the preparation of these Consolidated Condensed Interim Financial Statements are consistent with those used in the audited Restated Consolidated Financial Statements for the year ended December 31, 2014. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Restated Consolidated Financial Statements for the year ended December 31, 2014, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and adopted by the European Union (“EU”).

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

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

There were no changes in valuation techniques during the period and there have been no changes in the risk management department or in any risk management policies since the year ended December 31, 2014.

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

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

6

3 Segment Information

Reportable operating segment

EFPlaceholder

(all amounts in thousands of U.S. dollars) — Six-month period ended June 30, 2015 (Unaudited) — Tubes Other Total
IFRS - Net Sales 3,758,824 362,809 4,121,633
Management View - Operating income 582,655 28,965 611,620
· Differences in cost of sales and others (112,382 ) (8,526 ) (120,908 )
· Depreciation and amortization (1,284 ) 1,067 (217 )
IFRS - Operating income 468,989 21,506 490,495
Financial income (expense), net (9,523 )
Income before equity in earnings of non-consolidated companies and income tax 480,972
Equity in earnings of non-consolidated companies 12,184
Income before income tax 493,156
Capital expenditures 499,890 23,297 523,187
Depreciation and amortization 290,811 10,390 301,201

EFPlaceholder

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

In the six-month period ended June 30, 2015, net income under management view amounted to $193.6 million, while under IFRS amounted to $326.3 million. In addition to the above, the main differences arise from the impact of functional currencies on financial result, income taxes, changes in inventories standard costs and the result of investments in non-consolidated companies.

Geographical information

EFPlaceholder

(all amounts in thousands of U.S. dollars) (Unaudited) — North America South America Europe Middle East & Africa Far East & Oceania Total
Six-month period ended June 30, 2015
Net sales 1,728,080 1,104,832 444,773 664,103 179,845 4,121,633
Capital expenditures 331,511 116,769 37,708 22,278 14,921 523,187
Depreciation and amortization 171,147 60,232 55,350 5,017 9,455 301,201
Six-month period ended June 30, 2014
Net sales 2,337,957 1,039,848 552,765 1,106,149 204,107 5,240,826
Capital expenditures 190,226 155,576 54,833 1,109 10,478 412,222
Depreciation and amortization 166,624 60,048 63,292 4,866 10,913 305,743

7

3 Segment Information (Cont.)

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

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

4 Cost of sales

EFPlaceholder EFPlaceholder

(all amounts in thousands of U.S. dollars) Six-month period ended June 30, — 2015 2014
(Unaudited)
Inventories at the beginning of the period 2,779,869 2,702,647
Plus: Charges of the period
Raw materials, energy, consumables and other 1,029,991 1,993,006
Services and fees 178,859 221,228
Labor cost 532,134 604,348
Depreciation of property, plant and equipment 181,078 182,986
Amortization of intangible assets 11,280 6,192
Maintenance expenses 91,151 105,370
Allowance for obsolescence 35,350 (2,752 )
Taxes 11,528 9,505
Other 56,220 69,427
2,127,591 3,189,310
Less: Inventories at the end of the period (2,142,391 ) (2,774,035 )
2,765,069 3,117,922

For the six-month period ended June 30, 2015, labor cost includes approximately $66.9 million ($54.6 million in the second quarter) of severance indemnities related to the adjustment of the workforce to current market conditions.

5 Selling, general and administrative expenses

EFPlaceholder

(all amounts in thousands of U.S. dollars) Six-month period ended June 30, — 2015 2014
(Unaudited)
Services and fees 84,144 96,703
Labor cost 316,079 301,311
Depreciation of property, plant and equipment 9,346 10,264
Amortization of intangible assets 99,497 106,301
Commissions, freight and other selling expenses 211,231 299,240
Provisions for contingencies 12,107 16,922
Allowances for doubtful accounts 17,166 30,014
Taxes 72,974 78,242
Other 51,183 68,100
873,727 1,007,097

For the six-month period ended June 30, 2015, labor cost includes approximately $37.9 million ($33.9 million in the second quarter) of severance indemnities related to the adjustment of the workforce to current market conditions.

8

6 Financial results

EFPlaceholder

(all amounts in thousands of U.S. dollars) — 2015 2014
(Unaudited)
Interest Income 17,373 17,428
Net result on changes in FV of financial assets at FVTPL 5,712 9,692
Finance Income 23,085 27,120
Finance Cost (15,620 ) (23,621 )
Net foreign exchange transactions results (*) (23,077 ) 57,718
Foreign exchange derivatives contracts results 8,634 (11,664 )
Other (2,545 ) (6,590 )
Other Financial results (16,988 ) 39,464
Net Financial results (9,523 ) 42,963

(*) For the six-month period ended June 30, 2015, include the negative impact from the Brazilian Real devaluation against the U.S. dollar denominated borrowings in Brazil. For the six-month period ended June 30, 2014 include the positive impact from the Argentine peso devaluation against the U.S. dollar on the Argentine peso denominated borrowings and liabilities.

7 Dividend distribution

On 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 $531.3 million.

On May 7, 2014 the Company’s Shareholders approved an annual dividend in the amount of $0.43 per share ($0.86 per ADS). The amount approved included the interim dividend previously paid in November 21, 2013 in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.30 per share ($0.60 per ADS), was paid on May 22, 2014. In the aggregate, the interim dividend paid in November 2013 and the balance paid in May 2014 amounted to approximately $507.6 million.

8 Property, plant and equipment, net

EFPlaceholder

(all amounts in thousands of U.S. dollars) 2015 2014
(Unaudited)
Six-month period ended June 30,
Opening net book amount 5,159,557 4,673,767
Currency translation adjustment (87,732) 9,143
Additions (*) 484,078 373,419
Disposals (1,358) (6,079)
Transfers 2,986 (204)
Depreciation charge (190,424) (193,250)
At June 30, 5,367,107 4,856,796

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

9

9 Intangible assets, net

EFPlaceholder

(all amounts in thousands of U.S. dollars)
(Unaudited)
Six-month period ended June 30,
Opening net book amount 2,757,630 3,067,236
Currency translation adjustment (7,941 ) 473
Additions 39,109 38,803
Transfers (2,986 ) 204
Amortization charge (110,777 ) (112,493 )
Disposals (515 ) (527 )
At June 30, 2,674,520 2,993,696

10 Other investments and Cash and cash equivalents

EFPlaceholder

(all amounts in thousands of U.S. dollars) At June 30, At December 31,
2015 2014
Other investments (Unaudited)
Fixed Income (time-deposit, zero coupon bonds, commercial papers) 1,129,659 718,877
Bonds and other fixed Income 1,098,299 817,823
Fund Investments 341,108 301,679
2,569,066 1,838,379
Cash and cash equivalents
Cash at banks 97,017 120,772
Liquidity funds 124,405 110,952
Short – term investments 297,808 185,921
519,230 417,645

11 Contingencies, commitments and restrictions to the distribution of profits

Contingencies

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

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

Set forth below is a description of Tenaris' material ongoing legal proceedings:

§ Tax assessment in Italy

An Italian subsidiary of Tenaris received on December 24, 2012 a tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2007. The assessment, which was for an estimated amount of EUR282 million (approximately $316 million), comprising principal, interest and penalties, was appealed with the tax court in Milan. In February 2014, the tax court issued its decision on this tax assessment, partially reversing the assessment for 2007 and lowering the claimed amount to approximately EUR9 million (approximately $10 million), including principal, interest and penalties. On October 2, 2014, the Italian tax authorities appealed against the tax court decision on the first assessment. On June 12, 2015, the tax court accepted the defense arguments by the Tenaris subsidiary 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.

10

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

Contingencies (Cont.)

§ Tax assessment in Italy (Cont.)

On December 24, 2013, the Italian subsidiary received a second tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2008. This second assessment, based on the same arguments of the first assessment, is for an estimated amount, as of June 30, 2015, of EUR248 million (approximately $277 million), comprising principal, interest and penalties. On February 20, 2014, the assessment for 2008 was appealed with the tax court in Milan. A first hearing on this appeal was held on June 22, 2015, and a new hearing will take place on October 12, 2015.

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

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

In 2013, Confab was notified of a lawsuit filed in Brazil by Companhia Siderúrgica Nacional (CSN) and various entities affiliated with CSN against Confab and the other entities that acquired a participation in Usiminas’ control group in January 2012.

The CSN lawsuit alleges that, under applicable Brazilian laws and rules, the acquirers were required to launch a tag-along tender offer to all non-controlling holders of Usiminas ordinary shares for a price per share equal to 80% of the price per share paid in such acquisition, or BRL28.8, and seeks an order to compel the acquirers to launch an offer at that price plus interest. If so ordered, the offer would need to be made to 182,609,851 ordinary shares of Usiminas not belonging to Usiminas’ control group, and Confab would have a 17.9% share in that offer.

On September 23, 2013, the first instance court issued its decision finding in favor of Confab and the other defendants and dismissing the CSN lawsuit. The claimants appealed the court decision and the defendants filed their response to the appeal. It is currently expected that the court of appeals will issue its judgment on the appeal within 2015.

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

Finally, on December 11, 2014, CSN filed a claim with Brazil’s antitrust regulator Conselho Administrativo de Defesa Econômica (CADE). In its claim, CSN alleged that the antitrust clearance request related to the January 2012 acquisition, which was approved by CADE without restrictions in August 2012, contained a false and deceitful description of the acquisition aimed at frustrating the minority shareholders’ right to a tag-along tender offer, and requested that CADE investigate and reopen the antitrust review of the acquisition and suspend the Company’s voting rights in Usiminas until the review is completed. On May 6, 2015, CADE rejected CSN’s claim. CSN did not appeal the decision and on May 19, 2015, CADE finally closed the file.

Tenaris believes that all of CSN's claims and allegations are groundless and without merit, as confirmed by several opinions of Brazilian legal counsel and previous decisions by CVM, including a February 2012 decision determining that the above mentioned acquisition did not trigger any tender offer requirement, and, more recently, the first instance court decision on this matter first referred to above. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements.

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

Commitments

Set forth is a description of Tenaris’ main outstanding commitments:

§ A Tenaris company is a party to a contract with Nucor Corporation under which it is committed to purchase on a monthly basis a minimum volume of hot-rolled steel coils at prices that are negotiated annually by reference to prices to comparable Nucor customers. The contract became effective in May 2013 and will be in force until December 2017; provided, however, that either party may terminate the contract at any time after January 1, 2015 with 12-month prior notice. Due to the current weak pipe demand associated with the reduction in drilling activity, the Company reached a temporary agreement with Nucor to purchase steel volumes in accordance with its needs. As of June 30, 2015, the estimated aggregate contract amount through June 30, 2016, calculated at current prices, is approximately $249 million.

§ A Tenaris company, entered into various contracts with suppliers pursuant to which it committed to purchase goods and services for a total amount of approximately $444.7 million related to the investment plan to expand Tenaris’ U.S. operations with the construction of a state-of-the-art seamless pipe mill in Bay City, Texas. As of June 30, 2015 approximately $570 million had already been invested.

Restrictions to the distribution of profits and payment of dividends

As of December 31, 2014, equity as defined under Luxembourg law and regulations consisted of:

EFPlaceholder

(all amounts in thousands of U.S. dollars)
Share capital 1,180,537
Legal reserve 118,054
Share premium 609,733
Retained earnings including net income for the year ended December 31, 2014 21,072,180
Total equity in accordance with Luxembourg law 22,980,504

At least 5% of the Company’s net income per year, as calculated in accordance with Luxembourg law and regulations, must be allocated to the creation of a legal reserve equivalent to 10% of the Company’s share capital. As of June 30, 2015, this reserve was fully allocated and additional allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.

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

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

EFPlaceholder

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

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12 Investments in non-consolidated companies

a) Ternium

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

At June 30, 2015, the closing price of Ternium’s ADSs as quoted on the New York Stock Exchange was $17.3 per ADS, giving Tenaris’ ownership stake a market value of approximately $397.6 million (Level 1). At June 30, 2015, the carrying value of Tenaris’ ownership stake in Ternium, based on Ternium’s IFRS financial statements, was approximately $499.8 million.

b) Usiminas

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

The last public available information for Usiminas is as of March 31, 2015, which was approved on April 22, 2015. Usiminas’ interim accounts for the three-months period ended March 31, 2015, stated that revenues, post-tax loss from continuing operations and shareholders’ equity amounted to $934 million, $86 million and $5,126 million, respectively.

At June 30, 2015, the closing price of the Usiminas’ ordinary shares as quoted on the BM&FBovespa Stock Exchange was BRL13.3 (approximately $4.3) per share, giving Tenaris’ ownership stake a market value of approximately $106.8 million (Level 1). At June 30, 2015, the carrying value of Tenaris’ ownership stake in Usiminas, was approximately $94.1 million.

c) Techgen, S.A. de C.V. (“Techgen”)

Techgen is a Mexican project company currently undertaking the construction and operation of a natural gas-fired combined cycle electric power plant in the Pesquería area of the State of Nuevo León, Mexico. As of February 2014, Tenaris, Ternium and Tecpetrol International S.A. (a wholly-owned subsidiary of San Faustin S.A., the controlling shareholder of both Tenaris and Ternium) completed their initial investments in Techgen. Techgen is currently owned 48% by Ternium, 30% by Tecpetrol and 22% by Tenaris. Tenaris and Ternium also agreed to enter into power supply and transportation agreements with Techgen, pursuant to which Ternium and Tenaris will contract 78% and 22%, respectively, of Techgen’s power capacity of between 850 and 900 megawatts.

§ Techgen is a party to transportation capacity agreements with Kinder Morgan Gas Natural de Mexico, S. de R.L. de C.V., Kinder Morgan Texas Pipeline LLC and Kinder Morgan Tejas Pipeline LLC for a purchasing capacity of 150,000 MMBtu/Gas per day starting on June 1, 2016 and ending on May 31, 2036. As of June 30, 2015, the outstanding value of this commitment was approximately $285 million. Tenaris’ exposure under the guarantee in connection with these agreements amounts to $62.6 million, corresponding to the 22% of the agreements’ outstanding value as of June 30, 2015.

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

§ Tenaris issued a Corporate Guarantee covering 22% of the obligations of Techgen under a syndicated loan agreement between Techgen and several banks led by Citigroup Global Markets Inc., Credit Agricole Corporate and Investment Bank, and Natixis, New York Branch acting as joint bookrunners. The loan agreement amounted to $800 million and the proceeds will be used by Techgen in the construction of the facility. As of June 30, 2015, disbursements under the loan agreement amounted $640 million, as a result the amount guaranteed by Tenaris was approximately $140.8 million. If the loan is disbursed in full, the amount guaranteed by Tenaris will be approximately $176 million. The main covenants under the Corporate Guarantee are limitations on the sale of certain assets and compliance with financial ratios (e.g. leverage ratio).

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13 Related party transactions

As of June 30, 2015:

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

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

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

§ No person or group of persons controls RP STAK.

Based on the information most recently available to the Company, Tenaris’ directors and senior management as a group owned 0.12% of the Company’s outstanding shares.

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

The following transactions were carried out with related parties.

EFPlaceholder

(all amounts in thousands of U.S. dollars) Six-month period ended June 30,
2015 2014
(i) Transactions (Unaudited)
(a) Sales of goods and services
Sales of goods to non-consolidated parties 16,072 12,246
Sales of goods to other related parties 47,502 51,019
Sales of services to non-consolidated parties 4,722 5,059
Sales of services to other related parties 2,553 1,603
70,849 69,927
(b) Purchases of goods and services
Purchases of goods to non-consolidated parties 175,698 143,723
Purchases of goods to other related parties 8,461 8,901
Purchases of services to non-consolidated parties 6,624 15,813
Purchases of services to other related parties 44,952 43,565
235,735 212,002
(all amounts in thousands of U.S. dollars) At June 30, At December 31,
2015 2014
(ii) Period-end balances (Unaudited)
(a) Arising from sales / purchases of goods / services
Receivables from non-consolidated parties 70,624 104,703
Receivables from other related parties 33,394 31,628
Payables to non-consolidated parties (39,065 ) (53,777 )
Payables to other related parties (14,710 ) (28,208 )
50,243 54,346
(b) Financial debt
Borrowings from other related parties - (200 )
- (200 )

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14 Fair Value

§ Measurement

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

The following table presents the assets and liabilities that are measured at fair value as of June 30, 2015 and December 31, 2014:

EFPlaceholder

June 30, 2015
Assets
Cash and cash equivalents 519,230 - - 519,230
Other investments 1,636,852 932,214 1,561 2,570,627
Derivatives financial instruments - 14,633 - 14,633
Available for sale assets - - 21,572 21,572
Total 2,156,082 946,847 23,133 3,126,062
Liabilities
Derivatives financial instruments - 48,066 - 48,066
Total - 48,066 - 48,066

EFPlaceholder

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

(*) Main balances included in this level correspond to Available for sale assets related to Tenaris’ interest in the nationalized Venezuelan companies. For further detail regarding Available for sale assets, see Note 30 to the Company’s audited Restated Consolidated Financial Statements for the year ended December 31, 2014.

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

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

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

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

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

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

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.

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14 Fair Value (Cont.)

§ Estimation

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

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

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

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

Borrowings are comprised primarily of fixed rate debt and variable rate debt with a short term portion where interest has already been fixed, they are classified under other financial liabilities and measured at their carrying amount. Tenaris estimates that the fair value of its main financial liabilities is approximately 100.1% and 100 . 4% of its carrying amount including interests accrued as of June 30, 2015 and 2014, respectively. Tenaris estimates that a change of 100 basis points in the reference interest rates would have an estimated impact of approximately 0. 4% and 0. 3% in the fair value of borrowings as of June 30, 2015 and 2014, respectively. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.

Edgardo Carlos
Chief Financial Officer

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