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 01, 2014

TENARIS, S.A.

(Translation of Registrant's name into English)

TENARIS, S.A.

46a, Avenue John F. Kennedy

L-1855 Luxembourg

(Address of principal executive offices)

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

Form 20-F Ö Form 40-F

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

Yes No Ö

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

The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris' Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2014.

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 1, 2014

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, 2014

TENARIS S.A.

CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2014

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, 2014

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		2014			2013			2014			2013
Continuing operations			(Unaudited)						(Unaudited)
Net sales		3		2,660,882			2,829,270			5,240,826			5,507,575
Cost of sales		4		(1,590,888	)		(1,714,443	)		(3,117,922	)		(3,359,875	)
Gross profit				1,069,994			1,114,827			2,122,904			2,147,700
Selling, general and administrative expenses		5		(518,237	)		(529,329	)		(1,007,097	)		(1,004,894	)
Other operating income (expense), net				(2,475	)		(7,302	)		(755	)		(11,025	)
Operating income				549,282			578,196			1,115,052			1,131,781
Interest income		6		9,944			6,870			19,006			12,951
Interest expense		6		(10,618	)		(16,620	)		(23,621	)		(30,529	)
Other financial results		6		1,144			(955	)		47,578			(2,336	)
Income before equity in earnings of associated companies and income tax				549,752			567,491			1,158,015			1,111,867
Equity in earnings of associated companies				14,367			11,869			33,188			24,066
Income before income tax				564,119			579,360			1,191,203			1,135,933
Income tax				(144,219	)		(149,795	)		(343,284	)		(283,651	)
Income for the period				419,900			429,565			847,919			852,282

Attributable to:
Owners of the parent				407,885			417,828			830,390			842,605
Non-controlling interests				12,015			11,737			17,529			9,677
				419,900			429,565			847,919			852,282
Earnings per share attributable to the owners of the parent during the period:
Weighted average number of ordinary shares (thousands)				1,180,537			1,180,537			1,180,537			1,180,537
Continuing operations
Basic and diluted earnings per share (U.S. dollars per share)				0.35			0.35			0.70			0.71
Basic and diluted earnings per ADS (U.S. dollars per ADS) (1)				0.69			0.71			1.41			1.43

(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,
	2014			2013			2014			2013
	(Unaudited)						(Unaudited)
Income for the period		419,900			429,565			847,919			852,282

Items that will not be reclassified to profit or loss:
Remeasurements of post employment benefit obligations		4,428			-			4,428			-
Income tax on items that will not be reclassified		(1,165	)		-			(1,165	)		-
		3,263			-			3,263			-
Items that may be reclassified subsequently to profit or loss:
Currency translation adjustment		(1,598	)		(17,990	)		11,312			(40,811	)
Change in value of available for sale financial instruments and cash flow hedges		2,020			1,981			618			5,219
Share of other comprehensive income of associates:
- Currency translation adjustment		12,078			(52,316	)		12,506			(47,779	)
- Changes in the fair value of derivatives held as cash flow hedges		(339	)		(599	)		(904	)		1,129
Income tax relating to items that may be reclassified		5			(8	)		33			679

Other comprehensive income (loss) for the period, net of tax		15,429			(68,932	)		26,828			(81,563	)
Total comprehensive income for the period		435,329			360,633			874,747			770,719
Attributable to:
Owners of the parent		423,386			348,751			857,273			761,099
Non-controlling interests		11,943			11,882			17,474			9,620
		435,329			360,633			874,747			770,719

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, 2013.

Tenaris S.A. Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2014

CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

(all amounts in thousands of U.S. dollars)			At June 30, 2014			At December 31, 2013
	Notes		(Unaudited)
ASSETS
Non-current assets
Property, plant and equipment, net		8		4,856,796			4,673,767
Intangible assets, net		9		2,993,696			3,067,236
Investments in associated companies				941,501			912,758
Other investments				1,813			2,498
Deferred tax assets				219,560			197,159
Receivables				219,824	9,233,190		152,080	9,005,498
Current assets
Inventories				2,774,035			2,702,647
Receivables and prepayments				232,688			220,224
Current tax assets				163,340			156,191
Trade receivables				1,962,412			1,982,979
Available for sale assets				21,572			21,572
Other investments		10		1,727,405			1,227,330
Cash and cash equivalents		10		642,382	7,523,834		614,529	6,925,472
Total assets					16,757,024			15,930,970
EQUITY
Capital and reserves attributable to owners of the parent					12,793,540			12,290,420
Non-controlling interests					148,483			179,446
Total equity					12,942,023			12,469,866
LIABILITIES
Non-current liabilities
Borrowings				173,083			246,218
Deferred tax liabilities				710,151			751,105
Other liabilities				284,168			277,257
Provisions				72,653	1,240,055		66,795	1,341,375

Current liabilities
Borrowings				913,125			684,717
Current tax liabilities				318,334			266,760
Other liabilities				342,022			250,997
Provisions				28,835			25,715
Customer advances				92,041			56,911
Trade payables				880,589	2,574,946		834,629	2,119,729
Total liabilities					3,815,001			3,461,104
Total equity and liabilities					16,757,024			15,930,970

Tenaris S.A. Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2014

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

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

	Attributable to owners of the parent
	Share Capital (1)	Legal Reserves	Share Premium	Currency Translation Adjustment	Other Reserves	Retained Earnings (2)	Total	Non-controlling interests	Total
									(Unaudited)
Balance at December 31, 2013	1,180,537	118,054	609,733	(406,744)	(305,758)	11,094,598	12,290,420	179,446	12,469,866

Income for the period	-	-	-	-	-	830,390	830,390	17,529	847,919
Currency translation adjustment	-	-	-	11,382	-	-	11,382	(70)	11,312
Remeasurements of post employment benefit obligations, net of taxes	-	-	-	-	3,254	-	3,254	9	3,263
Change in value of available for sale financial instruments and cash flow hedges net of tax	-	-	-	-	645	-	645	6	651
Share of other comprehensive income of associates	-	-	-	12,506	(904)	-	11,602	-	11,602
Other comprehensive income (loss) for the period	-	-	-	23,888	2,995	-	26,883	(55)	26,828
Total comprehensive income for the period	-	-	-	23,888	2,995	830,390	857,273	17,474	874,747
Acquisition of non-controlling interests	-	-	-	-	8	-	8	(148)	(140)
Dividends paid in cash	-	-	-	-	-	(354,161)	(354,161)	(48,289)	(402,450)
Balance at June 30, 2014	1,180,537	118,054	609,733	(382,856)	(302,755)	11,570,827	12,793,540	148,483	12,942,023

	Attributable to owners of the parent
	Share Capital (1)	Legal Reserves	Share Premium	Currency Translation Adjustment	Other Reserves	Retained Earnings	Total	Non-controlling interests	Total
									(Unaudited)
Balance at December 31, 2012	1,180,537	118,054	609,733	(316,831)	(314,297)	10,050,835	11,328,031	171,561	11,499,592

Income for the period	-	-	-	-	-	842,605	842,605	9,677	852,282
Currency translation adjustment	-	-	-	(40,754)	-	-	(40,754)	(57)	(40,811)
Hedge reserve, net of tax	-	-	-	-	5,898	-	5,898	-	5,898
Share of other comprehensive income of associates	-	-	-	(47,779)	1,129	-	(46,650)	-	(46,650)
Other comprehensive (loss) income for the period	-	-	-	(88,533)	7,027	-	(81,506)	(57)	(81,563)
Total comprehensive income for the period	-	-	-	(88,533)	7,027	842,605	761,099	9,620	770,719
Acquisition of non-controlling interests	-	-	-	-	(10,552)	-	(10,552)	2,784	(7,768)
Dividends paid in cash	-	-	-	-	-	(354,161)	(354,161)	(18,529)	(372,690)
Balance at June 30, 2013	1,180,537	118,054	609,733	(405,364)	(317,822)	10,539,279	11,724,417	165,436	11,889,853

(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, 2014 and 2013 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, 2013 calculated in accordance with Luxembourg Law are disclosed in Note 11.

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS

(all amounts in thousands of U.S. dollars)			Six-month period ended June 30,
	Notes		2014			2013
Cash flows from operating activities			(Unaudited)
Income for the period				847,919			852,282
Adjustments for:
Depreciation and amortization	8 & 9			305,743			296,972
Income tax accruals less payments				58,411			25,021
Equity in earnings of associated companies				(33,188	)		(24,066	)
Interest accruals less payments, net				(18,056	)		(35,021	)
Changes in provisions				8,978			(917	)
Changes in working capital				33,362			72,457
Other, including currency translation adjustment				(24,839	)		(24,021	)
Net cash provided by operating activities				1,178,330			1,162,707

Cash flows from investing activities
Capital expenditures	8 & 9			(412,222	)		(363,559	)
Advance to suppliers of property, plant and equipment				(24,849	)		11,758
Investment in associated companies		12		(1,380	)		-
Loan to associated companies		12		(28,648	)		-
Proceeds from disposal of property, plant and equipment and intangible assets				6,606			6,746
Dividends received from associated companies				17,429			16,127
Changes in investments in short terms securities				(500,075	)		(468,656	)
Net cash used in investing activities				(943,139	)		(797,584	)

Cash flows from financing activities
Dividends paid		7		(354,161	)		(354,161	)
Dividends paid to non-controlling interest in subsidiaries				(48,289	)		(18,529	)
Acquisitions of non-controlling interests				(140	)		(7,768	)
Proceeds from borrowings (*)				1,207,214			1,220,390
Repayments of borrowings (*)				(1,000,200	)		(1,354,772	)
Net cash used in financing activities				(195,576	)		(514,840	)

Increase (Decrease) in cash and cash equivalents				39,615			(149,717	)
Movement in cash and cash equivalents
At the beginning of the period				598,145			772,656
Effect of exchange rate changes				2,064			(16,913	)
Increase (Decrease) in cash and cash equivalents				39,615			(149,717	)
At June 30,				639,824			606,026

			At June 30,
Cash and cash equivalents				2014			2013
Cash and bank deposits				642,382			618,435
Bank overdrafts				(2,558	)		(12,409	)
				639,824			606,026

(*) Mainly related to the renewal of short-term local facilities carried out during the six-month period ending June 30, 2014 and June 30,2013, respectively.

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

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

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 30 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2013.

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 July 30, 2014.

2	Accounting policies and basis of presentation

These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies used in the preparation of these Consolidated Condensed Interim Financial Statements are consistent with those used in the audited Consolidated Financial Statements for the year ended December 31, 2013. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2013, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”) and adopted by the European Union (“EU”).

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

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

There were no changes in valuation techniques during the period and there have been no changes in the risk management department or in any risk management policies since the year ended December 31, 2013.

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

Accounting pronouncements applicable as from January 1, 2014 and relevant for Tenaris

IFRS 15, “Revenue from contracts with customers”

In May 2014, the IASB issued IFRS 15, "revenue from contracts with customers", which sets out the requirements in accounting for revenue arising from contracts with customers and which is based on the principle that revenue is recognized when control of a good or service is transferred to the customer. IFRS 15 must be applied annual periods beginning on or after January 1, 2017.

This standard is not effective for the financial year beginning January 1, 2014 and has not been early adopted.

The Company's management has not assessed the potential impact that the application of these standards may have on the Company's financial condition or results of operations.

3 Segment Information

Reportable operating segment

(all amounts in thousands of U.S. dollars)	(Unaudited)
Six-month ended June 30, 2014	Tubes			Other		Total



IFRS - Net Sales (*)		4,864,780			376,046		5,240,826


Management View - Operating income		1,090,298			8,073		1,098,371
· Differences in cost of sales and others		8,924			7,878		16,802
· Depreciation and amortization		(162	)		41		(121	)
IFRS - Operating income		1,099,060			15,992		1,115,052
Financial income (expense), net							42,963
Income before equity in earnings of associated companies and income tax							1,158,015
Equity in earnings of associated companies							33,188
Income before income tax							1,191,203

Capital expenditures		398,735			13,487		412,222
Depreciation and amortization		294,792			10,951		305,743

(all amounts in thousands of U.S. dollars)	(Unaudited)
Six-month ended June 30, 2013	Tubes			Other			Total

Management View - Net Sales		5,107,375			360,118			5,467,493
· Sales of energy, surplus raw materials and others		-			40,082			40,082
IFRS - Net Sales		5,107,375			400,200			5,507,575


Management View - Operating income		1,112,813			50,434			1,163,247
· Differences in cost of sales and others		(31,713	)		2,844			(28,869	)
· Depreciation and amortization		(2,384	)		(213	)		(2,597	)
IFRS - Operating income		1,078,716			53,065			1,131,781
Financial income (expense), net								(19,914	)
Income before equity in earnings of associated companies and income tax								1,111,867
Equity in earnings of associated companies								24,066
Income before income tax								1,135,933

Capital expenditures		346,118			17,441			363,559
Depreciation and amortization		287,036			9,936			296,972

(*) In 2014, the company aligned the presentation of sales between Management and IFRS view.

In the six-month period ended June 30, 2014, net income under management view amounted to $697.2 million, while under IFRS amounted to $847.9 million. In addition to the above, the main differences arise from the impact of functional currencies on financial result, income taxes as well as the result of investments in associated companies.

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 ended June 30, 2014
Net sales		2,337,957		1,039,848		552,765		1,106,149		204,107		5,240,826
Capital expenditures		190,226		155,576		54,833		1,109		10,478		412,222
Depreciation and amortization		166,624		60,048		63,292		4,866		10,913		305,743

Six-month ended June 30, 2013
Net sales		2,287,402		1,434,293		523,107		1,041,049		221,724		5,507,575
Capital expenditures		114,123		184,600		51,761		2,174		10,901		363,559
Depreciation and amortization		161,994		52,993		65,942		5,260		10,783		296,972

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.

3 Segment Information (Cont.)

There are no revenues from external customers attributable to the Company’s country of incorporation (Luxembourg). For geographical information purposes, “North America” comprises Canada, Mexico and the United States; “South America” comprises principally Argentina, Brazil, Colombia, Ecuador and Venezuela; “Europe” comprises principally Italy, Norway and Romania; “Middle East and Africa” comprises principally Angola, Iraq, Nigeria, Saudi Arabia and United Arab Emirates; “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)	2014			2013
	(Unaudited)
Inventories at the beginning of the period		2,702,647			2,985,805

Plus: Charges of the period
Raw materials, energy, consumables and other		1,993,006			1,867,398
Services and fees		221,228			206,052
Labor cost		604,348			596,968
Depreciation of property, plant and equipment		182,986			176,895
Amortization of intangible assets		6,192			3,659
Maintenance expenses		105,370			109,172
Allowance for obsolescence		(2,752	)		35,274
Taxes		9,505			2,646
Other		69,427			73,938
		3,189,310			3,072,002

Less: Inventories at the end of the period		(2,774,035	)		(2,697,932	)
		3,117,922			3,359,875

5 Selling, general and administrative expenses

	Six-month period ended June 30,
(all amounts in thousands of U.S. dollars)	2014		2013
	(Unaudited)
Services and fees		96,703		92,971
Labor cost		301,311		293,781
Depreciation of property, plant and equipment		10,264		9,128
Amortization of intangible assets		106,301		107,290
Commissions, freight and other selling expenses		299,240		312,514
Provisions for contingencies		16,922		18,114
Allowances for doubtful accounts		30,014		26,376
Taxes		78,242		83,316
Other		68,100		61,404
		1,007,097		1,004,894

6 Financial results

(all amounts in thousands of U.S. dollars)	Six-month period ended June 30,
	2014			2013
	(Unaudited)
Interest income		19,006			12,951
Interest expense		(23,621	)		(30,529	)
Interest net		(4,615	)		(17,578	)
Net foreign exchange transaction results		57,718			3,953
Results from Foreign exchange derivative contracts		(11,664	)		3,949
Other		1,524			(10,238	)
Other financial results		47,578			(2,336	)
Net financial results		42,963			(19,914	)

For the six month period ended June 30, 2014 other financial results are mainly due to the positive impact from the Argentine peso devaluation against the U.S. dollar on the Argentine peso denominated borrowings and liabilities.

7 Dividend distribution

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

On May 2, 2013 the Company’s Shareholders approved an annual dividend in the amount of $0.43 per share ($0.86 per ADS). The amount approved included the interim dividend previously paid in November 22, 2012 in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.30 per share ($0.60 per ADS), was paid on May 23, 2013. In the aggregate, the interim dividend paid in November 2012 and the balance paid in May 2013 amounted to approximately $507.6 million.

8 Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)	2014			2013
	(Unaudited)
Six-month period ended June 30,
Opening net book amount		4,673,767			4,434,970
Currency translation adjustment		9,143			(26,719	)
Additions (*)		373,419			320,348
Disposals		(6,079	)		(6,193	)
Increase due to consolidation of joint operations		-			1,554
Transfers		(204	)		(942	)
Depreciation charge		(193,250	)		(186,023	)
At June 30,		4,856,796			4,536,995

(*)The increase has to do mainly with 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)	2014			2013
	(Unaudited)
Six-month period ended June 30,
Opening net book amount		3,067,236			3,199,916
Currency translation adjustment		473			(800	)
Additions		38,803			43,211
Transfers		204			942
Amortization charge		(112,493	)		(110,949	)
Disposals		(527	)		(553	)
At June 30,		2,993,696			3,131,767

10 Other investments and Cash and cash equivalents

	At June 30,		At December 31,
	2014		2013
Other investments	(Unaudited)
Fixed Income (time-deposits, zero cupon bonds, commercial papers)		771,094		639,538
Bonds and other fixed Income		747,740		513,075
Equity & Fund Investments		208,571		74,717
		1,727,405		1,227,330
Cash and cash equivalents
Cash at banks		99,456		123,162
Liquidity funds		96,750		95,042
Short – term investments		446,176		396,325
		642,382		614,529

11 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, 2013.

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

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

Tax assessment in Italy

A Tenaris Italian company received on December 24, 2012 a tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2007. The assessment, which was for an estimated amount of EUR282 million (approximately $385 million), comprising principal, interest and penalties, was appealed with the tax court in Milan. In February 2014, the tax court issued its decision on this tax assessment, partially reversing the assessment for 2007 and lowering the claimed amount to approximately EUR9 million (approximately $12 million), including principal, interest and penalties.

On December 24, 2013, the company received a second tax assessment from the Italian tax authorities related to allegedly omitted withholding tax on dividend payments made in 2008. This second assessment is for an estimated amount, as of June 30, 2014, of EUR248 million (approximately $339 million), comprising EUR67 million (approximately $92 million) in principal and EUR181 million (approximately $247 million) in interest and penalties. On February 20, 2014, the assessment for 2008 was appealed with the tax court in Milan.

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

Companhia Siderúrgica Nacional (CSN) - Lawsuit

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 acquiring Usiminas shares in the January 2012 transaction.

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’s control group, and Confab would have a 17.9% share in the offer.

On September 23, 2013, the first instance court issued its decision finding in favour 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 expected that the court of appeals will issue its judgment on the appeal within two years of the date hereof. Tenaris believes that CSN's allegations are groundless and without merit, as confirmed by several opinions of Brazilian counsel and previous decisions by Brazil's securities regulator Comissão de Valores Mobiliários, 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 referred to above. Accordingly, no provision was 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 May 2013 and will be in force until December 2017; provided, however, that either party may terminate the contract at any time after January 1, 2015 with 12-month prior notice. As of June 30, 2014, the estimated aggregate contract amount through December 31, 2015, calculated at current prices, is approximately $411 million.

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 to 2018, and Siderar has the obligation to take or pay this volume. The amount of this gas supply agreement totals approximately $59 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 $432 million related to the investment plan to expand Tenaris’s US operations with the construction of a state-of-the-art seamless pipe mill in Bay City, Texas.

Restrictions to the distribution of profits and payment of dividends

As of December 31, 2013, 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, 2013			21,899,189
Total equity in accordance with Luxembourg law			23,807,513

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, 2013, 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, 2013, distributable amount under Luxembourg law totals $22.5 billion, as detailed below:

(all amounts in thousands of U.S. dollars)
Retained earnings at December 31, 2012 under Luxembourg law	22,411,870
Other income and expenses for the year ended December 31, 2013	(5,050	)
Dividends approved	(507,631	)
Retained earnings at December 31, 2013 under Luxembourg law	21,899,189
Share premium	609,733
Distributable amount at December 31, 2013 under Luxembourg law	22,508,922

12 Other investment

Investment in Power Plant

Following the execution of an August 2013 memorandum of understanding for the construction and operation of a natural gas-fired combined cycle electric power plant in the Pesquería area of the State of Nuevo León, Mexico, as of February 2014, Tenaris, Ternium and Tecpetrol International S.A. (a wholly-owned subsidiary of San Faustin S.A., the controlling shareholder of both Tenaris and Ternium) completed their initial investments in Techgen, S.A. de C.V., a Mexican project company owned 48% by Ternium, 30% by Tecpetrol and 22% by Tenaris. Tenaris and Ternium also agreed to enter into power supply and transportation agreements with Techgen, pursuant to which Ternium and Tenaris will contract 78% and 22%, respectively, of Techgen’s power capacity of between 850 and 900 megawatts.

13 Related party transactions

As of June 30, 2014:

§	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, 2014, the closing price of the Ternium’s ADSs as quoted on the New York Stock Exchange was $27.93 per ADS, giving Tenaris’s ownership stake a market value of approximately $641.6 million. At June 30, 2014, the carrying value of Tenaris’s ownership stake in Ternium was approximately $610.9 million.

At June 30, 2014, the closing price of the Usiminas’ ordinary shares as quoted on the BM&FBovespa Stock Exchange was BRL 6.92 (approximately USD 3.14) per share, giving Tenaris’s ownership stake a market value of approximately $78.5 million. At June 30, 2014, the carrying value of Tenaris’s ownership stake in Usiminas, was approximately $317.4 million. This amount includes goodwill and other tangible and intangible assets allocated in the purchase price for $46.8 million and $75.6 million, respectively.

Transactions and balances disclosed as with “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 and balances with related parties which are not Associated and which are not consolidated are disclosed as “Other”.

13 Related party transactions (Cont.)

The following transactions were carried out with related parties.

	(all amounts in thousands of U.S. dollars)	Six-month period ended June 30,
		2014			2013
(i)	Transactions	(Unaudited)
	(a) Sales of goods and services
	Sales of goods to associated parties		12,246			18,192
	Sales of goods to other related parties		51,019			64,192
	Sales of services to associated parties		5,059			8,446
	Sales of services to other related parties		1,603			2,447
			69,927			93,277

	(b) Purchases of goods and services
	Purchases of goods to associated parties		143,723			169,757
	Purchases of goods to other related parties		8,901			6,898
	Purchases of services to associated parties		15,813			39,061
	Purchases of services to other related parties		43,565			50,864
			212,002			266,580


	(all amounts in thousands of U.S. dollars)	At June 30,			At December 31,
			2014			2013
(ii)	Period-end balances	(Unaudited)
	(a) Arising from sales / purchases of goods / services
	Receivables from associated parties		58,173			30,416
	Receivables from other related parties		44,496			30,537
	Payables to associated parties		(32,795	)		(33,503	)
	Payables to other related parties		(16,004	)		(8,323	)
			53,870			19,127

14 Fair Value

Measurement

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

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).

14 Fair Value (Cont.)

Measurement (Cont.)

The following table presents the assets and liabilities that are measured at fair value as of June 30, 2014 and December 2013:

June 30, 2014	Level 1		Level 2		Level 3 (*)		Total
Assets
Cash and cash equivalents		642,382		-		-		642,382
Other investments		1,042,382		685,023		1,813		1,729,218
Derivatives financial instruments		-		7,403		-		7,403
Available for sale assets		-		-		21,572		21,572
Total		1,684,764		692,426		23,385		2,400,575
Liabilities
Derivatives financial instruments		-		4,065		-		4,065
Total		-		4,065		-		4,065

December 31, 2013	Level 1		Level 2		Level 3 (*)		Total
Assets
Cash and cash equivalents		614,529		-		-		614,529
Other investments		866,382		360,948		2,498		1,229,828
Derivatives financial instruments		-		9,273		-		9,273
Available for sale assets		-		-		21,572		21,572
Total		1,480,911		370,221		24,070		1,875,202
Liabilities
Derivatives financial instruments		-		8,268		-		8,268
Total		-		8,268		-		8,268

(*) 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 31 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2013.

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.

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.

14 Fair Value (Cont.)

Estimation (Cont.)

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

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

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

Borrowings are comprised primarily of fixed rate debt and variable rate debt with a short term portion where interest has already been fixed, they are classified under other financial liabilities and measured at their carrying amount. Tenaris estimates that the fair value of its main financial liabilities is approximately 100.4% and 101.1% of its carrying amount including interests accrued as of June 30, 2014 and 2013, respectively. Tenaris estimates that a change of 100 basis points in the reference interest rates would have an estimated impact of approximately 0.3% and 0.2% in the fair value of borrowings as of June 30, 2014 and 2013, respectively. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.

	Edgardo Carlos
	Chief Financial Officer