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Tenaris S.A.

Quarterly Report Aug 3, 2016

6230_10-q_2016-08-03_b525f455-4c07-4e74-8a82-17c3a54c31d4.pdf

Quarterly Report

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TENARIS S.A.

CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

June 30, 2016

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

CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT

(all amounts in thousands of U.S. dollars, unless otherwise
stated) ended June 30, June 30,
Notes 2016 2015 2016 2015
Continuing operations (Unaudited) (Unaudited)
Net sales 3 1,120,673 1,868,078 2,377,927 4,121,633
Cost of sales 4 (814,847) (1,324,377) (1,742,240) (2,765,069)
Gross profit 305,826 543,701 635,687 1,356,564
Selling, general and administrative expenses 5 (341,996) (437,620) (628,563) (873,727)
Other operating income (expense), net (3,644) 5,041 (4,774) 7,658
Operating (loss) income (39,814) 111,122 2,350 490,495
Finance Income 6 24,212 10,978 44,107 23,085
Finance Cost 6 (4,814) (9,363) (9,118) (15,620)
Other financial results 6 (9,776) (9,718) (39,934) (16,988)
(Loss) income before equity in earnings of non
consolidated companies and income tax (30,192) 103,019 (2,595) 480,972
Equity in earnings of non-consolidated companies 18,612 4,269 30,339 12,184
(Loss) income before income tax (11,580) 107,288 27,744 493,156
Income tax 2,403 (34,965) (8,971) (166,890)
(Loss) income for the period (9,177) 72,323 18,773 326,266
Attributable to:
Owners of the parent (13,266) 66,314 4,895 321,396
Non-controlling interests 4,089 6,009 13,878 4,870
(9,177) 72,323 18,773 326,266
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 (loss) earnings per share (U.S. dollars per share) (0.01) 0.06 - 0.27
Basic and diluted (loss) earnings per ADS (U.S. dollars per ADS) (1) (0.02) 0.11 0.01 0.54

Three-month period

Six-month period ended

(1) Each ADS equals two shares.

CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

(all amounts in thousands of U.S. dollars) Three-month period
ended June 30,
Six-month period ended
June 30,
2016 2015 2016 2015
(Unaudited) (Unaudited)
(Loss) income for the period (9,177) 72,323 18,773 326,266
Items that will not be reclassified to profit or loss:
Remeasurements of post employment benefit obligations 1,433 (1,373) 1,433 (1,373)
Income tax on items that will not be reclassified (763) 292 (763) 292
670 (1,081) 670 (1,081)
Items that may be subsequently reclassified to profit or loss:
Currency translation adjustment 11,769 49,861 102,463 (131,340)
Change in value of available for sale financial instruments and cash
flow hedges 450 5,161 (5,734) 5,549
Share of other comprehensive income of non-consolidated companies:
- Currency translation adjustment 14,652 879 8,005 (34,888)
- Changes in the fair value of derivatives held as cash flow hedges and
others (394) (2,943) (796) (3,696)
Income tax relating to components of other comprehensive income - 204 - (107)
Other comprehensive income (loss) for the period, net of tax 27,147 52,081 104,608 (165,563)
Total comprehensive income for the period 17,970 124,404 123,381 160,703
Attributable to:
Owners of the parent 14,032 118,258 109,388 155,940
Non-controlling interests 3,938 6,146 13,993 4,763
17,970 124,404 123,381 160,703

CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

(all amounts in thousands of U.S. dollars) At June 30, 2016 At December 31, 2015
Notes (Unaudited)
ASSETS
Non-current assets
Property, plant and equipment, net 8 5,945,317 5,672,258
Intangible assets, net 9 2,032,412 2,143,452
Investments in non-consolidated companies 12 524,625 490,645
Available for sale assets 21,572 21,572
Other investments 10 330,856 394,746
Deferred tax assets 197,906 200,706
Receivables 201,547 9,254,235 220,564 9,143,943
Current assets
Inventories 1,533,666 1,843,467
Receivables and prepayments 126,817 148,846
Current tax assets 162,188 188,180
Trade receivables 1,019,342 1,135,129
Other investments 10 1,879,082 2,140,862
Cash and cash equivalents 10 394,351 5,115,446 286,547 5,743,031
Total assets 14,369,681 14,886,974
EQUITY
Capital and reserves attributable to owners of
the parent 11,468,566 11,713,344
Non-controlling interests 161,922 152,712
Total equity 11,630,488 11,866,056
LIABILITIES
Non-current liabilities
Borrowings 32,859 223,221
Deferred tax liabilities 661,377 750,325
Other liabilities 228,634 231,176
Provisions 64,291 987,161 61,421 1,266,143
Current liabilities
Borrowings 787,187 748,295
Current tax liabilities 124,813 136,018
Other liabilities 250,208 222,842
Provisions 14,296 8,995
Customer advances 68,939 134,780
Trade payables 506,589 1,752,032 503,845 1,754,775
Total liabilities 2,739,193 3,020,918
Total equity and liabilities 14,369,681 14,886,974

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

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

Attributable to owners of the parent
Share Legal Share Currency
Translation
Other Retained Non
controlling
Capital (1) Reserves Premium Adjustment Reserves (2) Earnings (3) 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 (Unaudited)
11,866,056
Income for the period - - - - - 4,895 4,895 13,878 18,773
Currency translation adjustment - - - 102,348 - - 102,348 115 102,463
Remeasurements of post employment benefit obligations, net of taxes - - - - 670 - 670 - 670
Change in value of available for sale financial instruments and cash flow
hedges, net of taxes - - - - (5,734) - (5,734) - (5,734)
Share of other comprehensive income of non-consolidated companies - - - 8,005 (796) - 7,209 - 7,209
Other comprehensive income (loss) for the period - - - 110,353 (5,860) - 104,493 115 104,608
Total comprehensive income (loss) for the period - - - 110,353 (5,860) 4,895 109,388 13,993 123,381
Acquisition of non-controlling interests - - - - (5) - (5) (472) (477)
Dividends paid in cash - - - - - (354,161) (354,161) (4,311) (358,472)
Balance at June 30, 2016 1,180,537 118,054 609,733 (896,414) (304,547) 10,761,203 11,468,566 161,922 11,630,488
Attributable to owners of the parent
Currency Non
Share Legal Share Translation Other Retained controlling
Capital (1) Reserves Premium Adjustment Reserves (2) Earnings (3) Total interests Total
(Unaudited)
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
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 taxes - - - - 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

(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, 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.

(3) The Distributable Reserve and Retained Earnings as of June 30, 2016 calculated in accordance with Luxembourg Law are disclosed in Note 11.

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS

Six-month period ended
(all amounts in thousands of U.S. dollars) June 30,
Notes 2016 2015
Cash flows from operating activities (Unaudited)
Income for the period 18,773 326,266
Adjustments for:
Depreciation and amortization 8 & 9 327,118 301,201
Income tax accruals less payments (68,731) (87,614)
Equity in earnings of non-consolidated companies (30,339) (12,184)
Interest accruals less payments, net (30,185) (2,613)
Changes in provisions 8,171 (7,190)
Changes in working capital 410,232 912,482
Other, including currency translation adjustment 53,836 (4,366)
Net cash provided by operating activities 688,875 1,425,982
Cash flows from investing activities
Capital expenditures 8 & 9 (441,423) (523,187)
Changes in advance to suppliers of property, plant and equipment
Investment in non-consolidated companies
34,352
(17,108)
15,899
-
12
Net loan to non-consolidated companies 12 (23,848) (9,749)
Proceeds from disposal of property, plant and equipment and intangible assets 3,979 1,873
Dividends received from non-consolidated companies 20,674 20,674
Changes in investments in securities 325,682 (730,687)
Net cash used in investing activities (97,692) (1,225,177)
Cash flows from financing activities
Dividends paid (354,161) (354,161)
Dividends paid to non-controlling interest in subsidiaries (4,311) -
Acquisitions of non-controlling interests (477) (854)
Proceeds from borrowings (*) 495,942 1,123,894
Repayments of borrowings (*) (627,904) (859,463)
Net cash used by financing activities (490,911) (90,584)
Increase in cash and cash equivalents 100,272 110,221
Movement in cash and cash equivalents
At the beginning of the period 286,198 416,445
Effect of exchange rate changes 6,173 (9,942)
Increase in cash and cash equivalents 100,272 110,221
At June 30, 392,643 516,724
At June 30,
Cash and cash equivalents 2016 2015
Cash and bank deposits 394,351 519,230
Bank overdrafts (1,708) (2,506)
392,643 516,724

(*) Mainly related to the renewal of short-term local facilities carried out during the six-month period ending June 30, 2016 and 2015, respectively.

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

  • General information
  • Accounting policies and basis of presentation
  • Segment information
  • Cost of sales
  • Selling, general and administrative expenses
  • Financial results
  • Dividend distribution
  • Property, plant and equipment, net
  • Intangible assets, net
  • Cash and cash equivalents and other investments
  • Contingencies, commitments and restrictions to the distribution of profits
  • Investments in non-consolidated companies
  • Related party transactions
  • Fair value
  • Nationalization of Venezuelan Subsidiaries

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

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

1 General information

Tenaris S.A. (the "Company") was established as a public limited liability company (Société Anonyme) under the laws of the Grand-Duchy of Luxembourg on December 17, 2001. The Company holds, either directly or indirectly, controlling interests in various subsidiaries in the steel pipe manufacturing and distribution businesses. References in these Consolidated Condensed Interim Financial Statements to "Tenaris" refer to Tenaris S.A. and its consolidated subsidiaries. A list of the principal Company's subsidiaries is included in Note 29 to the Company's audited Consolidated Financial Statements for the year ended December 31, 2015.

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 3, 2016.

2 Accounting policies and basis of presentation

These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, "Interim Financial Reporting". The accounting policies used in the preparation of these Consolidated Condensed Interim Financial Statements are consistent with those used in the audited Consolidated Financial Statements for the year ended December 31, 2015. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2015, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standard Board ("IASB") and in conformity with IFRS as adopted by the European Union ("EU").

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

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

There were no changes in valuation techniques during the period and there have been no changes in any risk management policies since the year ended December 31, 2015.

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, 2015 and as of the date of these Consolidated Condensed Interim Financial Statements have a material effect on the Company's financial condition or result of operations.

3 Segment information

Reportable operating segment

(all amounts in thousands of U.S. dollars) (Unaudited)
Six-month period ended June 30, 2016 Tubes Other Total
IFRS - Net Sales 2,115,190 262,737 2,377,927
Management View - Operating income 23,386 46,421 69,807
·
Differences in cost of sales and others
(96,857) (234) (97,091)
·
Depreciation and amortization
29,526 108 29,634
IFRS - Operating (loss) income (43,945) 46,295 2,350
Financial income (expense), net (4,945)
(Loss) before equity in earnings of non-consolidated companies and income tax (2,595)
Equity in earnings of non-consolidated companies 30,339
Income before income tax 27,744
Capital expenditures 419,151 22,272 441,423
Depreciation and amortization 317,199 9,919 327,118
(all amounts in thousands of U.S. dollars) (Unaudited)
Six-month period ended June 30, 2015 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

In the six-month period ended June 30, 2016, net income under management view amounted to \$78.1 million, while under IFRS amounted to \$18.8 million. In addition to the amounts reconciled above, the main differences arise from the impact of functional currencies on financial result, deferred income taxes as well as the result of investment in nonconsolidated companies and changes on the valuation of inventories according to cost estimation internally defined.

Geographical information

(Unaudited)
(all amounts in thousands of U.S. dollars) North
America
South
America
Europe Middle East
& Africa
Asia
Pacific
Total
Six-month period ended June 30, 2016
Net sales 784,622 691,488 308,381 524,953 68,483 2,377,927
Capital expenditures 368,874 39,972 16,351 9,546 6,680 441,423
Depreciation and amortization 191,487 63,309 56,270 5,213 10,839 327,118
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

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 and Colombia; "Europe" comprises principally Italy, Norway and Romania; "Middle East and Africa" comprises principally Angola, Nigeria and Saudi Arabia and "Asia Pacific" comprises principally China, Indonesia and Japan.

4 Cost of sales

Six-month period ended
June 30,
(all amounts in thousands of U.S. dollars) 2016 2015
(Unaudited)
Inventories at the beginning of the period 1,843,467 2,779,869
Plus: Charges of the period
Raw materials, energy, consumables and other 624,520 1,029,991
Services and fees 100,324 178,859
Labor cost 347,583 532,134
Depreciation of property, plant and equipment 184,365 181,078
Amortization of intangible assets 14,331 11,280
Maintenance expenses 61,898 91,151
Allowance for obsolescence 37,929 35,350
Taxes 7,483 11,528
Other 54,006 56,220
1,432,439 2,127,591
Less: Inventories at the end of the period (1,533,666) (2,142,391)
1,742,240 2,765,069

For the six-month period ended June 2016, labor cost includes approximately \$28.3 million of severance indemnities (\$18.6 million in the second quarter) and for the six-month period ended June 2015 \$66.9 million (\$54.6 million in the second quarter).

5 Selling, general and administrative expenses

Six-month period ended
June 30,
(all amounts in thousands of U.S. dollars) 2016 2015
(Unaudited)
Services and fees 63,149 84,144
Labor cost 247,604 316,079
Depreciation of property, plant and equipment 8,473 9,346
Amortization of intangible assets 119,949 99,497
Commissions, freight and other selling expenses 119,197 211,231
Provisions for contingencies 13,870 12,107
Allowances for doubtful accounts (25,375) 17,166
Taxes 40,416 72,974
Other 41,280 51,183
628,563 873,727

For the six-month period ended June 2016, labor cost includes approximately \$27.3 million of severance indemnities (\$24.4 million in the second quarter) and for the six-month period ended June 2015 \$37.9 million (\$33.9 million in the second quarter).

6 Financial results

(all amounts in thousands of U.S. dollars) Six-month period ended
June 30,
2016 2015
(Unaudited)
Interest Income 33,586 17,373
Net result on changes in FV of financial assets at FVTPL 10,521 5,712
Finance Income 44,107 23,085
Finance Cost (9,118) (15,620)
Net foreign exchange transactions results (*) (19,019) (23,077)
Foreign exchange derivatives contracts results (**) (27,196) 8,634
Other 6,281 (2,545)
Other Financial results (39,934) (16,988)
Net Financial results (4,945) (9,523)

(*) The six-month period ended June 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.

(**) The six-month period ended June 2016 includes the negative impact from Brazilian Real appreciation against the U.S. dollar on hedging instruments, largely offset by an increase in currency translation adjustment reserve from the Brazilian subsidiaries.

7 Dividend distribution

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 \$531.3 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 \$531.3 million.

8 Property, plant and equipment, net

(all amounts in thousands of U.S. dollars) 2016 2015
(Unaudited)
Six-month period ended June 30,
Opening net book amount 5,672,258 5,159,557
Currency translation adjustment 47,585 (87,732)
Additions (*) 423,780 484,078
Disposals (7,567) (1,358)
Transfers 2,099 2,986
Depreciation charge (192,838) (190,424)
At June 30, 5,945,317 5,367,107

(*) Mainly due to the progress in the construction of the greenfield seamless facility in Bay City, Texas.

9 Intangible assets, net

(all amounts in thousands of U.S. dollars) 2016 2015
(Unaudited)
Six-month period ended June 30,
Opening net book amount 2,143,452 2,757,630
Currency translation adjustment 6,635 (7,941)
Additions 17,643 39,109
Disposals (434) (515)
Transfers (604) (2,986)
Amortization charge (134,280) (110,777)
At June 30, 2,032,412 2,674,520

10 Cash and cash equivalents and other investments

(all amounts in thousands of U.S. dollars) At June 30, At December 31,
2016 2015
Cash and cash equivalents (Unaudited)
Cash at banks 110,585 101,019
Liquidity funds 183,321 81,735
Short – term investments 100,445 103,793
394,351 286,547
Other investments - current
Fixed Income (time-deposit, zero coupon bonds, commercial papers) 567,771 877,436
Bonds and other fixed Income 1,247,063 1,203,695
Fund Investments 59,716 59,731
Others 4,532 -
1,879,082 2,140,862
Other investments - Non-current
Bonds and other fixed Income (*) 329,182 393,084
Others 1,674 1,662
330,856 394,746

(*) Related to investments designated as held to maturity and measured at amortized cost.

11 Contingencies, commitments and restrictions to the distribution of profits

Contingencies

This note should be read in conjunction with Note 25 to the Company's audited Consolidated Financial Statements for the year ended December 31, 2015.

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's results of operations, financial condition, net worth and cash flows.

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

Contingencies (Cont.)

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

§ Tax assessment in Italy

An Italian subsidiary of Tenaris, received on December 24, 2012 a tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2007. The assessment, which was for an estimated amount of EUR294 million (approximately \$326 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 \$10 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 second-instance tax court accepted the Tenaris subsidiary 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, the Italian subsidiary 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 the Italian subsidiary. The Italian subsidiary appealed the assessment with the first-instance tax court in Milan. On January 27, 2016, the first-instance tax court rejected the appeal filed by the Italian subsidiary. This first-instance ruling, which held that the Italian subsidiary is required to pay an amount of EUR222 million (approximately \$246 million) including principal interest and penalties, contradicts the first and second-instance tax court rulings in connection with the 2007 assessment. Tenaris continues to believe that the Italian subsidiary has correctly applied the relevant legal provisions; accordingly, the Italian subsidiary on March 29, 2016, has filed its appeal to the January 2016 firstinstance ruling against the second-instance tax court. In the meantime, the Italian subsidiary has 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.

Based on, among other things, the tax court decisions on the 2007 assessment and the opinion of legal counsel, Tenaris believes that it is not probable that the ultimate resolution of either the 2007 or the 2008 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 2016.

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.

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

Contingencies (Cont.)

§ CSN claims relating to the January 2012 acquisition of Usiminas shares (Cont.)

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.

§ 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 in connection with 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. 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.

On March 10, 2016, a court-appointed expert issued its report on certain technical matters concerning the Veracel accident. The parties may state their observations or objections to the expert's report. As of June 30, 2016, the estimated amount of Itaú's claim is approximately BRL65.4 million (approximately \$20.4 million), and the estimated amount of Veracel's claim is approximately BRL41.1 million (approximately \$12.8 million). Confab believes that the conclusions of the expert's report are erroneous, and will file its observations or objections to such conclusions. The Company believes, based on the opinion of counsel, that the likelihood of an unfavorable outcome is neither probable nor remote; accordingly, no provision has been recorded in these Consolidated Condensed Interim Financial Statements.

§ 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 Tenaris 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 state-owned company and it is not possible to estimate the amount or range of loss in case of an unfavorable outcome. Accordingly, no provision has been recorded in these Consolidated Condensed Interim Financial Statements.

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

Commitments

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

  • § A Tenaris company is a party to a contract with Nucor Corporation under which it is committed to purchase on a monthly basis a minimum volume of hot-rolled steel coils at prices that are negotiated annually by reference to prices to comparable Nucor customers. The contract became effective in January 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 a 12-month prior notice. Due to the current weak pipe demand associated with the reduction in drilling activity, the parties entered into a temporary agreement pursuant to which application of the minimum volume requirements were suspended, and the company is temporarily allowed to purchase steel volumes in accordance with its needs. As of June 30, 2016, the estimated aggregate contract amount through December 31, 2017, calculated at current prices, is approximately \$425 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 \$319 million related to the investment plan to expand Tenaris's U.S. operations with the construction of a state-of-the-art seamless pipe mill in Bay City, Texas. As of June 30, 2016 approximately \$1,116.4 million had already been invested.

Restrictions to the distribution of profits and payment of dividends

As of December 31, 2015, 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 result for the year ended December 31, 2015 18,024,204
Total equity in accordance with Luxembourg law 19,932,528

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, 2016, 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, 2015, distributable amount under Luxembourg law totals \$18.6 billion, as detailed below:

21,072,180
(2,516,734)
(531,242)
18,024,204
609,733
18,633,937

(*) In 2015 result under Luxembourg GAAP was affected by the write down of the value of its investment.

12 Investments in non-consolidated companies

a) Ternium

Ternium S.A. ("Ternium"), is a steel producer with production facilities in Mexico, Argentina, 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 June 30, 2016, the closing price of Ternium's ADSs as quoted on the New York Stock Exchange was \$19.06 per ADS, giving Tenaris's ownership stake a market value of approximately \$437.8 million (Level 1). At June 30, 2016, the carrying value of Tenaris's ownership stake in Ternium, based on Ternium's IFRS financial statements, was approximately \$456.5 million.

b) Usiminas

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

On April 20, 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). These preferred shares were issued on June 3, 2016.

On April 18, 2016, Usiminas' extraordinary general shareholders' meeting approved an issuance of 200 million ordinary shares for an aggregate amount of BRL1 billion and Usiminas launched a multi-round subscription process for which, as of June 30, 2016, Tenaris had paid an aggregate amount of BRL57.5 million (approximately \$16.6 million) into Usiminas. Accordingly, at June 30, 2016, Tenaris held 25.0 million ordinary shares and 1.3 million preferred shares of Usiminas and had paid the subscription price for shares not yet issued for a total amount of BRL57.5 million. As of that date, the closing price of the Usiminas' ordinary and preferred shares, as quoted on the BM&FBovespa Stock Exchange, was BRL5.1 (approximately \$1.58) per ordinary share and BRL1.97 (approximately \$0.61) per preferred share, respectively, giving Tenaris's ownership stake a market value of approximately \$58.6 million (Level 1). At June 30, 2016, the carrying value of Tenaris's ownership stake in Usiminas was approximately \$63.3 million.

On July 19, 2016, following the completion of the subscription process, Usiminas' extraordinary general shareholders' meeting homologated the capital increase, and Tenaris was issued, in the aggregate, 11.5 million ordinary shares for a total subscription price of BRL57.5 million (approximately \$16.6 million). Following the issuance of these ordinary shares, Tenaris owns a total of 36.5 million ordinary shares and 1.3 million preferred shares, representing 3% of Usiminas' capital, and the T/T Group (including Confab, Ternium and its subsidiaries Siderar and Prosid) owns 39.6% of Usiminas' ordinary shares and 1.8% of Usiminas' preferred shares.

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

Techgen is a Mexican 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, with a power capacity of between 850 and 900 megawatts. As of February 2014, Tenaris completed the initial investments in Techgen of 22% of its share capital, the remaining ownership is held by Ternium and Tecpetrol International S.A. (a wholly-owned subsidiary of San Faustin S.A., the controlling shareholder of both Tenaris and Ternium) by 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 June 30, 2016, Tenaris exposure under these agreements amounted to \$62.6 million and \$2.2 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 \$800 million to be used in the construction of the facility. The main covenants under the Corporate Guarantee are limitations on the sale of certain assets and compliance with financial ratios (e.g. leverage ratio). As of June 30, 2016, disbursements under the loan agreement amounted to \$800 million, as a result the amount guaranteed by Tenaris was approximately \$176 million.

13 Related party transactions

As of June 30, 2016:

  • § 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 above-mentioned Tenaris shares.
  • § Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a Dutch private foundation (Stichting) ("RP STAK") held shares in San Faustin sufficient in number to control San Faustin.
  • § No person or group of persons controls RP STAK.

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

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

The following transactions were carried out with related parties.

(all amounts in thousands of U.S. dollars) Six-month period ended June
30,
2016 2015
(i)
Transactions
(Unaudited)
(a) Sales of goods and services
Sales of goods to non-consolidated parties 9,736 16,072
Sales of goods to other related parties 11,780 47,502
Sales of services to non-consolidated parties 4,517 4,722
Sales of services to other related parties 1,549 2,553
27,582 70,849
(b) Purchases of goods and services
Purchases of goods to non-consolidated parties 19,007 175,698
Purchases of goods to other related parties 11,481 8,461
Purchases of services to non-consolidated parties 4,545 6,624
Purchases of services to other related parties 28,454 44,952
63,487 235,735
(all amounts in thousands of U.S. dollars) At June 30, At December 31,
2016 2015
(ii)
Period-end balances
(Unaudited)
Arising from sales / purchases of goods / services / others
Receivables from non-consolidated parties 100,715 73,412
Receivables from other related parties 11,878 23,995
Payables to non-consolidated parties (15,157) (20,000)
Payables to other related parties (12,208) (19,655)
85,228 57,752

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, 2016 and December 31, 2015:

June 30, 2016 Level 1 Level 2 Level 3 (*) Total
Assets
Cash and cash equivalents 283,766 - - 283,766
Other investments 1,191,537 631,557 1,674 1,824,768
Derivatives financial instruments - 5,322 - 5,322
Available for sale assets - - 21,572 21,572
Total 1,475,303 636,879 23,246 2,135,428
Liabilities
Derivatives financial instruments - 52,123 - 52,123
Total - 52,123 - 52,123
December 31, 2015 Level 1 Level 2 Level 3 (*) Total
Assets
Cash and cash equivalents 185,528 - - 185,528
Other investments 1,348,269 792,593 1,662 2,142,524
Derivatives financial instruments - 18,250 - 18,250
Available for sale assets - - 21,572 21,572
Total 1,533,797 810,843 23,234 2,367,874
Liabilities
Derivatives financial instruments - 34,540 - 34,540
Total - 34,540 - 34,540

(*) Main balances included in this level correspond to Available for sale assets related to Tenaris's interest in the nationalized Venezuelan companies. For further detail regarding Available for sale assets, see Note 30 to the Company's audited Consolidated Financial Statements for the year ended December 31, 2015 and note 15 to this Consolidated Condensed Interim Financial Statements.

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.

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.

Some of Tenaris's investments are designated as held to maturity and measures at amortized cost. Tenaris estimates that the fair value of these financial assets is 100.8% of its carrying amount including interests accrued as of June 30, 2016.

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 99.4% and 99.0% of its carrying amount including interests accrued as of June 30, 2016 and December 2015, respectively. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.

15 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 the Matesi and Tavsa expropriations. For further information, see Note 30 in the Company's audited Consolidated Financial Statements for the year ended December 31, 2015.

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 would apply at the rate of 9% per annum.

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. Venezuela has indicated that it intends to seek the annulment of the award in accordance with the ICSID Convention and Arbitration Rules. Under the ICSID Arbitration Rules, Venezuela has 120 days from June 24, 2016 to seek the annulment of the award.

Edgardo Carlos Chief Financial Officer

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