Edgar Filing: TENARIS SA

tenaris6k.htm

FORM 6 - K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

As of August 6, 2012

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 ü 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 ü

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

The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris' Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012.

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, 2012

Tenaris, S.A.

By: /s/ Cecilia Bilesio

Cecilia Bilesio

Corporate Secretary

Tenaris S.A. Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

TENARIS S.A.

CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

June 30, 2012

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

L - 2227 Luxembourg

Tenaris S.A. Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT

(all amounts in thousands of U.S. dollars, unless otherwise stated)			Three-month period ended June 30,				Six-month period ended June 30,
		Notes	2012		2011		2012		2011
Continuing operations			(Unaudited)				(Unaudited)
Net sales		3	2,801,492		2,403,122		5,418,841		4,727,087
Cost of sales	3 & 4		(1,694,712	)	(1,525,696	)	(3,305,809	)	(2,971,375	)
Gross profit			1,106,780		877,426		2,113,032		1,755,712
Selling, general and administrative expenses	3 & 5		(486,655	)	(468,648	)	(930,798	)	(919,977	)
Other operating income (expense), net		3	761		1,028		4,853		2,649
Operating income			620,886		409,806		1,187,087		838,384
Interest income		6	5,706		6,513		15,289		14,200
Interest expense		6	(12,688	)	(12,248	)	(22,613	)	(25,289	)
Other financial results		6	(16,476	)	(12,408	)	(3,395	)	(11,350	)
Income before equity in earnings of associated companies and income tax			597,428		391,663		1,176,368		815,945
Equity in earnings of associated companies			11,056		22,720		30,218		47,005
Income before income tax			608,484		414,383		1,206,586		862,950
Income tax			(148,325	)	(109,680	)	(292,999	)	(234,050	)
Income for the period			460,159		304,703		913,587		628,900

Attributable to:
Equity holders of the Company			461,089		287,218		904,929		606,592
Non-controlling interests			(930	)	17,485		8,658		22,308
			460,159		304,703		913,587		628,900

Earnings per share attributable to the equity holders of the Company during the period:
Weighted average number of ordinary shares (thousands)		7	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)		7	0.39		0.24		0.77		0.51
Basic and diluted earnings per ADS (U.S. dollars per ADS)		7	0.78		0.49		1.53		1.03

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,
	2012			2011			2012			2011
	(Unaudited)						(Unaudited)
Income for the period		460,159			304,703			913,587			628,900
Other comprehensive income:
Currency translation adjustment		(104,018	)		80,713			(41,512	)		235,492
Changes in the fair value of derivatives held as cash flow hedges		(21,751	)		(2,572	)		(20,436	)		5,790
Share of other comprehensive income of associates:
- Currency translation adjustment		(75,539	)		(5	)		(91,345	)		5,649
- Changes in the fair value of derivatives held as cash flow hedges		(1,033	)		378			751			832
Income tax relating to components of other comprehensive income (*)		(1,149	)		215			(1,732	)		(1,672	)
Other comprehensive income for the period, net of tax		(203,490	)		78,729			(154,274	)		246,091
Total comprehensive income for the period		256,669			383,432			759,313			874,991

Attributable to:
Equity holders of the Company		277,404			341,775			756,737			820,500
Non-controlling interests		(20,735	)		41,657			2,576			54,491
		256,669			383,432			759,313			874,991

(*) Relates to cash flow hedges

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2011.

Tenaris S.A. Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

(all amounts in thousands of U.S. dollars)		At June 30, 2012			At December 31, 2011
	Notes	(Unaudited)
ASSETS
Non-current assets
Property, plant and equipment, net	8		4,215,747			4,053,653
Intangible assets, net	9		3,286,788			3,375,930
Investments in associated companies	11		1,095,767			670,248
Other investments			2,546			2,543
Deferred tax assets			226,741			234,760
Receivables			135,614	8,963,203		133,280	8,470,414
Current assets
Inventories			2,985,056			2,806,409
Receivables and prepayments			294,679			241,801
Current tax assets			150,119			168,329
Trade receivables			1,952,603			1,900,591
Available for sale assets	13		21,572			21,572
Other investments			419,409			430,776
Cash and cash equivalents			742,618	6,566,056		823,743	6,393,221
Total assets				15,529,259			14,863,635
EQUITY
Capital and reserves attributable to the Company’s equity holders				10,699,313			10,506,227
Non-controlling interests				178,365			666,716
Total equity				10,877,678			11,172,943
LIABILITIES
Non-current liabilities
Borrowings	11		676,077			149,775
Deferred tax liabilities			791,006			828,545
Other liabilities			204,156			233,653
Provisions			67,511			72,975
Trade payables			1,524	1,740,274		2,045	1,286,993
Current liabilities
Borrowings			1,026,468			781,101
Current tax liabilities			243,405			326,480
Other liabilities			446,146			305,214
Provisions			22,512			33,605
Customer advances			163,883			55,564
Trade payables			1,008,893	2,911,307		901,735	2,403,699
Total liabilities				4,651,581			3,690,692
Total equity and liabilities				15,529,259			14,863,635

Contingencies, commitments and restrictions to the distribution of profits are disclosed in Note 10.

Tenaris S.A. Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2012

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

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

	Attributable to equity holders of the Company
	Share Capital (1)		Legal Reserves		Share Premium		Currency Translation Adjustment			Other Reserves			Retained Earnings (2)			Total			Non-controlling interests			Total
																						(Unaudited)
Balance at January 1, 2012		1,180,537		118,054		609,733		(211,366	)		9,688			8,799,581			10,506,227			666,716			11,172,943

Income for the period		-		-		-		-			-			904,929			904,929			8,658			913,587
Currency translation adjustment		-		-		-		(34,261	)		-			-			(34,261	)		(7,251	)		(41,512	)
Hedge reserve, net of tax		-		-		-		-			(23,256	)		-			(23,256	)		1,088			(22,168	)
Share of other comprehensive income of associates		-		-		-		(91,345	)		670			-			(90,675	)		81			(90,594	)
Other comprehensive income for the period		-		-		-		(125,606	)		(22,586	)		-			(148,192	)		(6,082	)		(154,274	)
Total comprehensive income for the period		-		-		-		(125,606	)		(22,586	)		904,929			756,737			2,576			759,313
Acquisition of non-controlling interests (see Note 11)		-		-		-		-			(268,517	)		-			(268,517	)		(490,022	)		(758,539	)
Dividends paid in cash		-		-		-		-			-			(295,134	)		(295,134	)		(905	)		(296,039	)
Balance At June 30, 2012		1,180,537		118,054		609,733		(336,972	)		(281,415	)		9,409,376			10,699,313			178,365			10,877,678

	Attributable to equity holders of the Company
	Share Capital (1)		Legal Reserves		Share Premium		Currency Translation Adjustment		Other Reserves			Retained Earnings (2)			Total			Non-controlling interests			Total
																					(Unaudited)
Balance at January 1, 2011		1,180,537		118,054		609,733		108,419		15,809			7,869,807			9,902,359			648,221			10,550,580

Income for the period		-		-		-		-		-			606,592			606,592			22,308			628,900
Currency translation adjustment		-		-		-		203,002		-			-			203,002			32,490			235,492
Hedge reserve, net of tax		-		-		-		-		4,425			-			4,425			(307	)		4,118
Share of other comprehensive income of associates		-		-		-		5,649		832			-			6,481			-			6,481
Other comprehensive income for the period		-		-		-		208,651		5,257			-			213,908			32,183			246,091
Total comprehensive income for the period		-		-		-		208,651		5,257			606,592			820,500			54,491			874,991
Acquisition of non-controlling interests		-		-		-		-		(1,938	)		-			(1,938	)		(14,551	)		(16,489	)
Treasury shares held by associated companies		-		-		-		-		(3,339	)		-			(3,339	)		-			(3,339	)
Dividends paid in cash		-		-		-		-		-			(247,913	)		(247,913	)		(5,735	)		(253,648	)
Balance At June 30, 2011		1,180,537		118,054		609,733		317,070		15,789			8,228,486			10,469,669			682,426			11,152,095

(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, 2012 and 2011 there were 1,180,536,830 shares issued. All issued shares are fully paid.

(2) The Distributable Reserve and Retained Earnings as of December 31, 2011 calculated in accordance with Luxembourg Law are disclosed in Note 10.

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS

(all amounts in thousands of U.S. dollars)		Six-month period ended June 30,
	Note	2012			2011
Cash flows from operating activities		(Unaudited)
Income for the period			913,587			628,900
Adjustments for:
Depreciation and amortization	8 & 9		275,884			265,401
Income tax accruals less payments			(105,779	)		47,235
Equity in earnings of associated companies			(30,218	)		(47,005	)
Interest accruals less payments, net			(18,256	)		(27,820	)
Changes in provisions			(16,557	)		19,916
Changes in working capital			48,103			(498,557	)
Other, including currency translation adjustment			(47,567	)		102,716
Net cash provided by operating activities			1,019,197			490,786

Cash flows from investing activities
Capital expenditures	8 & 9		(400,926	)		(461,791	)
Acquisitions of subsidiaries and associated companies	11		(504,597	)		-
Proceeds from disposal of property, plant and equipment and intangible assets			6,155			1,967
Dividends and distributions received from associated companies			18,702			17,229
Changes in investments in short term securities			11,367			(194,682	)
Net cash used in investing activities			(869,299	)		(637,277	)

Cash flows from financing activities
Dividends paid			(295,134	)		(247,913	)
Dividends paid to non-controlling interest in subsidiaries			(905	)		(5,735	)
Acquisitions of non-controlling interests	11		(758,539	)		(16,489	)
Proceeds from borrowings			1,214,234			489,795
Repayments of borrowings			(439,116	)		(541,112	)
Net cash used in financing activities			(279,460	)		(321,454	)

Decrease in cash and cash equivalents			(129,562	)		(467,945	)
Movement in cash and cash equivalents
At the beginning of the period			815,032			820,165
Effect of exchange rate changes			8,242			9,823
Decrease in cash and cash equivalents			(129,562	)		(467,945	)
At June 30,			693,712			362,043

		At June 30,
Cash and cash equivalents			2012			2011
Cash at banks, liquidity funds and short-term investments			742,618			424,287
Bank overdrafts			(48,906	)		(62,244	)
			693,712			362,043

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

1	General information
2	Accounting policies and basis of presentation
3	Segment information
4	Cost of sales
5	Selling, general and administrative expenses
6	Financial results
7	Earnings and dividends per share
8	Property, plant and equipment, net
9	Intangible assets, net
10	Contingencies, commitments and restrictions to the distribution of profits
11	Other acquisitions
12	Related party transactions
13	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 31 to the audited Consolidated Financial Statements for the year ended December 31, 2011.

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 issue by the Company’s Board of Directors on August 1, 2012.

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, 2011. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2011, 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.

Under Mexican law, the Company’s Mexican subsidiaries are required to pay to their employees an annual benefit calculated on a similar basis to that used for local income tax purposes. Employee statutory profit sharing is recorded in current other liabilities in the Consolidated Statement of Financial Position. Effective January 1, 2012, the Mexican employee statutory profit sharing provision has been included as part of labor cost (approximately $13.6 million in Cost of sales and $1.9 million in Selling, general and administrative expenses respectively for the six-month period ended June 30, 2011).

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

Starting January 1, 2012, the Company changed the functional currency of its Mexican, Canadian and Japanese subsidiaries from their respective local currencies to the U.S. dollar.

In Mexico, following the start up of a new rolling mill for the production of seamless pipes at its subsidiary, Tubos de Acero de Mexico S.A. or Tamsa, the Company has concluded that the most appropriate functional currency for Tamsa is the U.S. dollar. The new added capacity is converting Tamsa into a major exporter of seamless steel pipes, as a great majority of its production will be exported to most major oil and gas markets with a U.S. dollar economic environment, in addition, seamless pipes sales are denominated and settled in U.S. dollars.

2 Accounting policies and basis of presentation (Cont.)

In Canada, the Company has concluded that the most appropriate functional currency for its two major steel pipe production facilities (Algoma and Prudential) is the U.S. dollar, due to a significant increase in the level of integration of the local operations within Tenaris’s international supply chain system, evidenced by a higher level of imports as well as a higher level of exports from the Canadian production facilities to the U.S. market.

The Company believes that due to the high level of integration in terms of sales and supply chain of its worldwide operations in the Tubes segment, the U.S. dollar is the currency that best reflects the economic environment in which it operates, which is consistent with that of the oil and gas industry.

As a result of these changes in functional currency, a majority of the Company’s subsidiaries within the Tubes segment (other than its European manufacturing subsidiaries) have the U.S. dollar as their functional currency. In the Projects and Others segments, the Company maintains the Brazilian Real as the functional currency of its Brazilian subsidiaries.

3 Segment information

Reportable operating segments

	(Unaudited)
(all amounts in thousands of U.S. dollars)	Tubes			Projects			Other			Total
Six-month period ended June 30, 2012
Net sales		4,706,363			327,886			384,592			5,418,841
Cost of sales		(2,813,965	)		(214,253	)		(277,591	)		(3,305,809	)
Gross profit		1,892,398			113,633			107,001			2,113,032
Selling, general and administrative expenses		(838,740	)		(42,425	)		(49,633	)		(930,798	)
Other operating income (expenses), net		3,025			2,241			(413	)		4,853
Operating income		1,056,683			73,449			56,955			1,187,087

Depreciation and amortization		256,457			11,341			8,086			275,884
Capital expenditures		347,785			43,329			9,812			400,926

Six-month period ended June 30, 2011
Net sales		3,965,103			387,347			374,637			4,727,087
Cost of sales		(2,458,834	)		(257,250	)		(255,291	)		(2,971,375	)
Gross profit		1,506,269			130,097			119,346			1,755,712
Selling, general and administrative expenses		(830,476	)		(46,418	)		(43,083	)		(919,977	)
Other operating income (expenses), net		2,876			(413	)		186			2,649
Operating income		678,669			83,266			76,449			838,384
Depreciation and amortization		247,093			11,104			7,204			265,401
Capital expenditures		430,805			28,558			2,428			461,791

Geographical information

	(Unaudited)
(all amounts in thousands of U.S. dollars)	North America		South America		Europe		Middle East & Africa		Far East & Oceania		Total
Six-month period ended June 30, 2012
Net sales		2,703,754		1,233,801		574,294		646,529		260,463		5,418,841
Depreciation and amortization		152,959		52,504		55,925		3,071		11,425		275,884
Capital expenditures		175,405		107,731		106,219		4,446		7,125		400,926

Six-month period ended June 30, 2011
Net sales		2,030,437		1,267,790		557,254		601,406		270,200		4,727,087
Depreciation and amortization		137,402		53,393		60,280		633		13,693		265,401
Capital expenditures		307,681		72,695		66,618		9,152		5,645		461,791

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 USA; “South America” comprises principally Argentina, Brazil, Colombia, Ecuador and Venezuela; “Europe” comprises principally Italy, Norway, Romania and United Kingdom; “Middle East and Africa” comprises principally Saudi Arabia, United Arab Emirates and Jordan; “Far East and Oceania” comprises principally China, Indonesia and Japan.

4 Cost of sales

	Six-month period ended June 30,
(all amounts in thousands of U.S. dollars)	2012			2011
	(Unaudited)
Inventories at the beginning of the period		2,806,409			2,460,384

Plus: Charges of the period
Raw materials, energy, consumables and other		2,242,550			2,233,203

Services and fees		221,487			176,782
Labor cost (See Note 2)		631,199			563,126
Depreciation of property, plant and equipment		159,575			154,648
Amortization of intangible assets		3,924			2,409
Maintenance expenses		121,007			99,975
Allowance for obsolescence		24,581			(553	)
Taxes		3,766			2,418
Other		76,367			44,868
		3,484,456			3,276,876

Less: Inventories at the end of the period		(2,985,056	)		(2,765,885	)
		3,305,809			2,971,375

5 Selling, general and administrative expenses

	Six-month period ended June 30,
(all amounts in thousands of U.S. dollars)	2012			2011
	(Unaudited)
Services and fees		111,590			114,189
Labor cost (See Note 2)		283,056			270,520
Depreciation of property, plant and equipment		6,770			5,583
Amortization of intangible assets		105,615			102,761
Commissions, freight and other selling expenses		283,841			252,757
Provisions for contingencies		1,453			30,221
Allowances for doubtful accounts		(4,196	)		4,118
Taxes		76,080			72,996
Other		66,589			66,832
		930,798			919,977

6 Financial results

(all amounts in thousands of U.S. dollars)	Six-month period ended June 30,
	2012			2011
	(Unaudited)
Interest income		15,289			14,200
Interest expense (*)		(22,613	)		(25,289	)
Interest net		(7,324	)		(11,089	)

Net foreign exchange transaction results		(11,868	)		(15,395	)
Foreign exchange derivatives contracts results (**)		7,513			4,521
Other		960			(476	)
Other financial results		(3,395	)		(11,350	)
Net financial results		(10,719	)		(22,439	)

Net foreign exchange transaction results include those amounts that affect the gross margin of certain subsidiaries which functional currencies are different from the U.S. dollar.

(*) Includes interest rate swap losses of $5.2 million for the six-month period ended June 30, 2011.

(**) Includes a loss of $0.4 million and a gain of $6.1 million on an identified embedded derivative for the six-month periods ended June 30, 2012 and June 30, 2011, respectively.

7 Earnings and dividends per share

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

	Six-month period ended June 30,
	2012		2011
	(Unaudited)
Net income attributable to equity holders		461,089		606,592
Weighted average number of ordinary shares in issue (thousands)		1,180,537		1,180,537
Basic and diluted earnings per share ( U.S. dollars per share)		0.39		0.51
Basic and diluted earnings per ADS ( U.S. dollars per ADS) (*)		0.78		1.03

(*) Each ADS equals two shares

On May 2, 2012 the Company’s shareholders approved an annual dividend in the amount of $0.38 per share ($0.76 per ADS). The amount approved included the interim dividend previously paid in November 2011, in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.25 per share ($0.50 per ADS), was paid on May 24, 2012. In the aggregate, the interim dividend paid in November 2011 and the balance paid in May 2012 amounted to approximately $449 million.

8 Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)	2012			2011
	(Unaudited)
Six-month period ended June 30,
Opening net book amount		4,053,653			3,780,580
Currency translation adjustment		(44,949	)		150,477
Additions		380,430			443,757
Disposals		(6,155	)		(1,967	)
Transfers		(887	)		(192	)
Depreciation charge		(166,345	)		(160,231	)
At June 30,		4,215,747			4,212,424

9 Intangible assets, net

(all amounts in thousands of U.S. dollars)	2012			2011
	(Unaudited)
Six-month period ended June 30,
Opening net book amount		3,375,930			3,581,816
Currency translation adjustment		(986	)		14,632
Additions		20,496			18,034
Transfers		887			192
Amortization charge		(109,539	)		(105,170	)
At June 30,		3,286,788			3,509,504

10 Contingencies, commitments and restrictions to the distribution of profits

Contingencies

This note should be read in conjunction with Note 26 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2011.

Conversion of tax loss carry-forwards

On December 18, 2000, the Argentine tax authorities notified Siderca S.A.I.C., a Tenaris subsidiary organized in Argentina (“Siderca”), of an income tax assessment related to the conversion of tax loss carry-forwards into Debt Consolidation Bonds under Argentine Law No. 24.073. The adjustments proposed by the tax authorities represent an estimated contingency of approximately ARS 112 million (approximately $25 million) at June 30, 2012, in taxes and penalties. Tenaris believes that it is not probable that the ultimate resolution of the matter will result in an obligation. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements.

Commitments

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

A Tenaris company is a party to a five-year contract with Nucor Corporation, under which it committed to purchase from Nucor steel coils, with deliveries starting in January 2007 on a monthly basis. The Tenaris company has negotiated a one-year extension to the original contract, through December 2012. Prices are adjusted quarterly in accordance with market conditions. As of June 30, 2012 the estimated aggregate amount of the contract at current prices is approximately $150 million.

·	A Tenaris company has renegotiated its previous ten year steel bars purchase contract with Rio Tinto Fer et Titane (ex- QIT). The amended contract gives either party the right to cancel the agreement upon a 2 year- written notice and therefore, as of June 30, 2012 no significant commitment arises.

A Tenaris company entered into a contract with Siderar, a subsidiary of Ternium S.A. (“Ternium”) for the supply of steam generated at the power generation facility that Tenaris owns in the compound of the Ramallo facility of Siderar. Under this contract, Tenaris is required to provide to Siderar 250 tn/hour of steam through 2018, and Siderar has the obligation to take or pay this volume. The amount of this gas supply agreement totals approximately $87 million.

Restrictions to the distribution of profits and payment of dividends

As of December 31, 2011, equity as defined under Luxembourg law and regulations consisted of:

(all amounts in thousands of U.S. dollars)
Share capital			1,180,537
Legal reserve			118,054
Share premium			609,733
Retained earnings including net income for the year ended December 31, 2011			23,024,194
Total equity in accordance with Luxembourg law			24,932,518

At least 5% of the Company’s net income per year, as calculated in accordance with Luxembourg law and regulations, must be allocated to the creation of a legal reserve equivalent to 10% of the Company’s share capital.

As of December 31, 2011, this reserve is fully allocated and additional allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.

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

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

At December 31, 2011, distributable amount under Luxembourg law totals $23.6 billion, as detailed below.

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

Retained earnings at December 31, 2010 under Luxembourg law	16,631,947
Gain from the transfer of shares in affiliated undertakings	6,828,757

Other income and expenses for the year ended December 31, 2011	(35,127	)
Dividends paid	(401,383	)
Retained earnings at December 31, 2011 under Luxembourg law	23,024,194
Share premium	609,733
Distributable amount at December 31, 2011 under Luxembourg law	23,633,927

In the fourth quarter of 2010, the Company carried out a multi-step corporate reorganization, which included, among other transactions, the contribution of most of the Company’s assets and liabilities to Tenaris Investments S.à r.l. (“Tenaris Investments”) a wholly-owned, newly-incorporated Luxembourg subsidiary and the restructuring of indirect holdings in certain subsidiaries. The corporate reorganization was completed in 2011, and resulted in a revaluation of the accounting value (under Luxembourg GAAP) of the assets contributed.

11 Other acquisitions

Non controlling interests

During the six-month period ended June 30, 2011, additional shares of certain Tenaris subsidiaries were acquired from non-controlling shareholders for approximately $16.4 million.

Acquisition of participation in Usinas Siderúrgicas de Minas Gerais S.A. (“Usiminas”)

On January 16, 2012, Tenaris’s Brazilian subsidiary, Confab Industrial S.A. (“Confab”) acquired 25 million ordinary shares of Usiminas, representing 5.0% of the shares with voting rights and 2.5% of the total share capital. The price paid for each ordinary share was BRL36, representing a total cost to Confab of $504.6 million. Confab financed the acquisition through an unsecured 5-year term loan in the principal amount of $350 million and cash on hand.

This acquisition is part of a larger transaction pursuant to which Ternium, certain of its subsidiaries and Confab joined Usiminas’ existing control group through the acquisition of ordinary shares representing 27.7% of Usiminas’ total voting capital and 13.8% of Usiminas’ total share capital. In addition, Ternium, its subsidiaries and Confab entered into an amended and restated Usiminas shareholders’ agreement with Nippon Steel, Mitsubishi, Metal One and Caixa dos Empregados da Usiminas (“CEU”), an Usiminas employee fund, governing the parties’ rights within the Usiminas control group. As a result of these transactions, the control group, which holds 322.7 million ordinary shares representing the majority of Usiminas’ voting rights, is now formed as follows: Nippon Group 46.1%, Ternium/Tenaris Group 43.3%, and CEU 10.6%. The rights of Ternium and its subsidiaries and Confab within the Ternium/Tenaris Group are governed under a separate shareholders agreement.

On July 30, 2012, Usiminas published its interim accounts as of and for the six-months ended June 30, 2012, which state that revenues, post-tax losses from continuing operations and net assets amounted to $3,273 million, $64 million and $8,415 million, respectively.

As of the date of issuance of these consolidated condensed interim financial statements, the Company has not yet completed its purchase price allocation procedure, which is estimated to be finished before year-end. Once the Company's purchase price allocation has been completed, certain modifications to the value attributed to the assets and liabilities acquired may be required. In addition to its net share of the losses ($2 million), during the six-month period ended on June 30, 2012, the Company recognized other negative adjustments in connection with its investment in Usiminas for a total amount of $59 million. These negative adjustments, which are recorded as other comprehensive loss, are mainly attributable to a currency translation adjustment generated by the investment in Usiminas being maintained in Brazilian real and are calculated as provided by IAS 21. As a result of these losses, the Company’s participation in Usiminas as of June 30, 2012 amounted to $441.8 million. The Company has not yet completed any impairment test over its investment in Usiminas.

Tenaris accomplishes Confab delisting

Following a proposal by shareholders representing 32.6% of the shares held by the public in its controlled Brazilian subsidiary Confab, Tenaris filed on January 27, 2012, a request with CVM (Brazil’s securities regulator) and the Sao Paulo stock exchange seeking their approval to a delisting tender offer to acquire all of the ordinary and preferred shares held by the public in Confab.

On March 22, 2012, following receipt of all requisite approvals from CVM and the Sao Paulo stock exchange, Tenaris launched the offer for a price in cash of Brazilian reais 5.85 per ordinary or preferred share, subject to adjustments as described in the offer documents. The shareholders parties to the proposal had agreed to the offer price and had committed to tender their shares into the offer.

On April 23, 2012, at the auction for the offer, a total of 216,269,261 Confab shares were tendered. As a result, Tenaris attained the requisite threshold to delist Confab from the São Paulo Stock Exchange. The final cash price paid in the auction was Brazilian reais 5.90 per ordinary or preferred share (or approximately $3.14 per ordinary or preferred share). Subsequent to the auction, on April 23, 2012, Tenaris acquired 6,070,270 additional Confab shares in the market at the same price. Upon settlement of the offer and these subsequent purchases on April 26, 2012, Tenaris held in the aggregate approximately 95.9% of Confab.

Between April 24 and May 11, 2012, Tenaris acquired additional shares representing approximately 2.3% of Confab at the same price paid in the auction of the offer.

On June 6, 2012, Confab exercised its right to redeem the remaining shares at the same price paid to the tendering shareholders (adjusted by Brazil’s SELIC rate) and Confab became a wholly-owned subsidiary of Tenaris.

Tenaris total investment in Confab shares pursuant to these transactions amounted to approximately $758.5 million.

12 Related party transactions

As of June 30, 2012:

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

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

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

·	No person or group of persons controls RP STAK.

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

At June 30, 2012, the closing price of the Ternium S.A. (“Ternium”) ADS as quoted on the New York Stock Exchange was $19.57 per ADS, giving Tenaris’s ownership stake a market value of approximately $449.5 million. At June 30, 2012, the carrying value of Tenaris’s ownership stake in Ternium, based on Ternium’s IFRS financial statements was approximately $634.8 million.

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

The following transactions were carried out with related parties

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

(Unaudited)


Six-month period ended June 30, 2012	Associated (1)		Other		Total
Transactions
(a) Sales of goods and services
Sales of goods		18,297		26,721		45,018
Sales of services		6,707		2,343		9,050
		25,004		29,064		54,068

(b) Purchases of goods and services
Purchases of goods		210,400		12,048		222,448
Purchases of services		46,721		36,357		83,078
		257,121		48,405		305,526

(Unaudited)

Six-month period ended June 30, 2011	Associated (2)		Other		Total
Transactions
(a) Sales of goods and services
Sales of goods		20,802		69,722		90,524
Sales of services		8,225		2,240		10,465
		29,027		71,962		100,989

(b) Purchases of goods and services
Purchases of goods		45,969		9,464		55,433
Purchases of services		40,592		71,067		111,659
		86,561		80,531		167,092

(Unaudited)

At June 30, 2012	Associated (1)			Other			Total
Period-end balances

(a) Arising from sales / purchases of goods / services
Receivables from related parties		53,671			16,708			70,379
Payables to related parties		(67,149	)		(8,131	)		(75,280	)
		(13,478	)		8,577			(4,901	)

(b) Financial debt
Borrowings		(4,100	)		(2,177	)		(6,277	)

At December 31, 2011	Associated (2)			Other			Total
Year-end balances

(a) Arising from sales / purchases of goods / services
Receivables from related parties		40,305			11,352			51,657
Payables to related parties		(38,129	)		(6,983	)		(45,112	)
		2,176			4,369			6,545

(b) Financial debt
Borrowings		(8,650	)		(1,851	)		(10,501	)

(1) Includes Ternium S.A. and its subsidiaries (“Ternium”), Condusid C.A. (“Condusid”), Finma S.A.I.F (“Finma”), Lomond Holdings B.V.

group (“Lomond”), Socotherm Brasil S.A. (“Socotherm”), Techinst S.A.(“ Techinst”), Arhsa S.A. (“Arhsa”), Hydril Jindal International Private Ltd (“Hydril Jindal”) and Usiminas.

(2) Includes Ternium, Condusid, Finma, Lomond, Socotherm and Hydril Jindal.

13 Nationalization of Venezuelan Subsidiaries

In May 2009, within the framework of Decree Law 6058, Venezuela’s President Hugo Chávez 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").

In July 2009, President Chávez issued Decree 6796, which ordered the acquisition of the Venezuelan Companies' assets and provided that Tavsa's assets would be held by the Ministry of Energy and Oil, while Matesi and Comsigua's assets would be held by the Ministry of Basic Industries and Mining. Decree 6796 also required the Venezuelan government to create certain committees at each of the Venezuelan Companies; each transition committee must ensure the nationalization of each Venezuelan Company and the continuity of its operations, and each technical committee (to be composed of representatives of Venezuela and the private sector) must negotiate over a 60-day period (extendable by mutual agreement) a fair price for each Venezuelan Company to be transferred to Venezuela. In the event the parties failed to reach agreement by the expiration of the 60-day period (or any extension thereof), the applicable Ministry would assume control and exclusive operation of the relevant Venezuelan Company, and the Executive Branch would be required to order their expropriation in accordance with the Venezuelan Expropriation Law. The Decree also specifies that all facts and activities thereunder are subject to Venezuelan law and any disputes relating thereto must be submitted to Venezuelan courts.

In August 2009, Venezuela, acting through the transition committee appointed by the Minister of Basic Industries and Mines of Venezuela, unilaterally assumed exclusive operational control over Matesi, and in November, 2009, Venezuela, acting through PDVSA Industrial S.A. (a subsidiary of Petróleos de Venezuela S.A.), formally assumed exclusive operational control over the assets of Tavsa.

In 2010, Venezuela’s National Assembly declared Matesi’s assets to be of public and social interest and ordered the Executive Branch to take the necessary measures for the expropriation of such assets. In June 2011, President Chávez issued Decree 8280, which orders the expropriation of Matesi’s assets as may be required for the implementation of a state-owned project for the production, sale and distribution of briquettes, and further instructs to commence negotiations and take any actions required for the acquisition of such assets.

Tenaris’s investments in the Venezuelan companies are protected under applicable bilateral investment treaties, including the bilateral investment treaty between Venezuela and the Belgium-Luxembourg Economic Union, and Tenaris continues to reserve all of its rights under contracts, investment treaties and Venezuelan and international law. Tenaris has also consented to the jurisdiction of the ICSID in connection with the nationalization process.

In August 2011, Tenaris and its wholly-owned subsidiary Talta - Trading e Marketing Sociedad Unipessoal Lda (Talta), initiated arbitration proceedings against Venezuela before the International Centre for Settlement of Investment Disputes (ICSID) in Washington D.C., pursuant to the bilateral investment treaties entered into by Venezuela with the Belgium-Luxembourg Economic Union and Portugal. In these proceedings, Tenaris and Talta seek adequate and effective compensation for the expropriation of their investment in Matesi. This case was registered by the ICSID on September 30, 2011.

In July 2012, given the absence of progress in the discussions on compensation since the expropriation of Tavsa and Comsigua, Tenaris and Talta initiated separate arbitration proceedings against Venezuela before the ICSID, pursuant to the bilateral investment treaties entered into by Venezuela with the Belgium-Luxembourg Economic Union and Portugal. In these proceedings, Tenaris and Talta seek adequate and effective compensation for the expropriation of their respective investments in the above mentioned companies.

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

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

Tenaris or its subsidiaries have net receivables with the Venezuelan Companies as of June 30, 2012 for a total amount of approximately $28 million.

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

		Ricardo Soler
		Chief Financial Officer