-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V3Vph1jUJe3qyV0jENu8gB+hfPm7RNuJhAzx1yWHBVwyitC4rmaMQX1jXb9OVsW0 LAcajlZnR5beacCpBd8gqA== 0001102624-09-000416.txt : 20090901 0001102624-09-000416.hdr.sgml : 20090901 20090901154150 ACCESSION NUMBER: 0001102624-09-000416 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090901 FILED AS OF DATE: 20090901 DATE AS OF CHANGE: 20090901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TENARIS SA CENTRAL INDEX KEY: 0001190723 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31518 FILM NUMBER: 091048565 BUSINESS ADDRESS: STREET 1: 420 FIFTH AVENUE STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 212-376-6500 MAIL ADDRESS: STREET 1: 23 AVENUE MONTEREY CITY: LUXEMBOURG STATE: N4 ZIP: L 2086 6-K 1 tenaris6k.htm TENARIS, S.A. 6-K 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 September 1, 2009



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  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's half-year report.


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: September 1, 2009

 

 

 
Tenaris, S.A.
 

 

 

 

 
By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary


 
 

 










TENARIS S.A.

HALF-YEAR REPORT 2009


 
 
 
 
 
 
 

 


­NY12527:166450.2
 
 

 

TABLE OF CONTENTS
 
 
 INTERIM MANAGEMENT REPORT  2
   
     Company OVERVIEW  4
     PRINCIPAL RISKS AND UNCERTAINTIES  5
     business overview  7
     Related Party Transactions  14
   
 MANAGEMENT CERTIFICATION  15
   
 FINANCIAL INFORMATION  16
   
     Consolidated Condensed Interim Financial Statements  16
   
 CORPORATE INFORMATION  36
   
 Investor information  36
   
   
 


 
 

 
Tenaris S.A.  Half-year report 2009-Interim management report


Interim Management Report
 
 
·  
CERTAIN DEFINED TERMS
 
Unless otherwise specified or if the context so requires:
 
·  
References in this half-year report to “the Company” refer exclusively to Tenaris S.A., a Luxembourg joint stock corporation (société anonyme holding).
 
·  
References in this half-year report to “Tenaris”, “we”, “us” or “our” refer to Tenaris S.A. and its consolidated subsidiaries.
 
·  
References in this half-year report to “San Faustin” refer to San Faustin N.V., a Netherlands Antilles corporation and the Company’s controlling shareholder.
 
·  
“Shares” refers to ordinary shares, par value $1.00 of the Company.
 
·  
“ADSs” refers to the American Depositary Shares, which are evidenced by American Depositary Receipts.
 
·  
“tons” refers to metric tons; one metric ton is equal to 1,000 kilograms, 2,204.62 pounds, or 1.102 U.S. (short) tons.
 
·  
“billion” refers to one thousand million, or 1,000,000,000.
 
·  
“dollars”, “U.S. dollars”, “US$” or “$” each refers to the United States dollar.
 
·  
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
 
Accounting Principles
 
We prepare our consolidated financial statements in conformity with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, and adopted by the European Union.
 
We publish consolidated financial statements expressed in U.S. dollars. The unaudited consolidated condensed interim financial statements included in this half-year report have been prepared in accordance with IAS 34, “Interim Financial Reporting”. These unaudited consolidated condensed interim financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2008, which have been prepared in accordance with IFRS, as issued by the IASB and adopted by the European Union.  See Note 2 “Accounting Policies and Basis of Presentation” to our unaudited consolidated condensed interim financial statements included in this half-year report.
 
The unaudited consolidated condensed interim financial statements included in this half-year report have been reviewed by PricewaterhouseCoopers through Price Waterhouse & Co. S.R.L., for purposes of complying with the requirements of the different jurisdictions where the Company is publicly listed.
 
Rounding
 
Certain monetary amounts, percentages and other figures included in this half-year report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
 
·  
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
 
This half-year report and any other oral or written statements made by us to the public may contain “forward-looking statements”. Forward looking statements are based on management’s current views and assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements.
 
We use words such as “aim”, “will likely result”, “will continue”, “contemplate”, “seek to”, “future”, “objective”, “goal”, “should”, “will pursue”, “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “believe” and words and terms of similar substance to identify forward-looking statements, but they are not the only way we identify such statements. This half-year report contains forward-looking statements, including with respect to certain of our plans and current goals and expectations relating to Tenaris’s future financial condition and performance. Sections of this half-year report that by their nature contain forward-looking statements include, but are not limited to, “Principal Risks and Uncertainties”, and “Operating and Financial Review and Prospects”. In addition to the risks related to our business discussed under “Principal Risks and Uncertainties”, other factors could cause actual results to differ materially from those described in the forward-looking statements. These factors include, but are not limited to:
 
 
 
2

 
Tenaris S.A.  Half-year report 2009-Interim management report
 
 
·  
our ability to implement our business strategy or to grow through acquisitions, joint ventures and other investments;
 
·  
our ability to price our products and services in accordance with our strategy;
 
·  
trends in the levels of investment in oil and gas exploration and drilling worldwide;
 
·  
general macroeconomic and political conditions in the countries in which we operate or distribute pipes; and
 
·  
our ability to absorb cost increases and to secure supplies of essential raw materials and energy.
 
By their nature, certain disclosures relating to these and other risks are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains or losses that may affect our financial condition and results of operations could differ materially from those that have been estimated. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this half-year report. Except as required by law, we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.
 

 
3

 
Tenaris S.A.  Half-year report 2009-Interim management report



 
COMPANY OVERVIEW
 
We are a leading global manufacturer and supplier of steel pipe products and related services for the world’s energy industry as well as for other industrial applications. Our customers include most of the world’s leading oil and gas companies as well as engineering companies engaged in constructing oil and gas gathering, transportation and processing facilities. Our principal products include casing, tubing, line pipe, and mechanical and structural pipes.

In the last fifteen years, we have expanded our business globally through a series of strategic investments, and, in the last three years, we have transformed our presence in the North American market through the acquisitions of Maverick, a leading North American producer of steel pipe products for the oil and gas industry with operations in the U.S., Canada and Colombia, and Hydril, a leading North American manufacturer of premium connections for steel pipe products used in the oil and gas industry with an established reputation worldwide. We now operate an integrated worldwide network of steel pipe manufacturing, research, finishing and service facilities with industrial operations in North and South America, Europe, Asia and Africa and a direct presence in most major oil and gas markets.

Our business is organized in three business segments: Tubes, Projects, and Others.
 
·  
Tubes includes our operations that consist in the production, distribution and sale of seamless and welded tubular products and related services mainly for energy and select industrial applications.
 
·  
Projects includes our operations that consist in the production, distribution and sale of welded pipes mainly used in the construction of major pipeline projects.
 
·  
Others includes our operations that consist mainly in the production, distribution and sale of sucker rods, welded steel pipes for electric conduits, industrial equipment and raw materials, such as hot briquetted iron, or HBI, that exceed our internal requirements.
 
For more information on the Company, including its competitive strengths, business segments and products see our annual report for the year ended December 31, 2008, and for a discussion and analysis of our of our financial condition and results of operations see “Business overview - Operating and Financial Review and Prospects” in this half-year report.
 

 

 
4

 
Tenaris S.A.  Half-year report 2009-Interim management report


PRINCIPAL RISKS AND UNCERTAINTIES
 
We face certain risks associated to our business and the industry in which we operate. We are a global steel pipe manufacturer with a strong focus on manufacturing products and related services for the oil and gas industry. Demand for our products depends primarily on the level of exploration, development and production activities of oil and gas companies which is affected by current and expected future prices of oil and natural gas.  Several factors, such as the supply and demand for oil and gas, and political and global economic conditions, affect these prices. The recent worldwide financial and credit crisis that caused the current economic downturn may negatively affect our business and could have a material adverse effect on our revenues, profitability and financial position. For example, the current global economic crisis has resulted in a significant decline in oil and gas prices, which affected the level of drilling activity, triggered efforts to reduce inventories and thus reduced demand for our products and services. Similarly, our sales of steel pipe products for pipeline projects depend mainly on the implementation of major regional projects, which are likely to be adversely affected by changes in governmental policies, the impact of the credit crisis on our customers’ ability to perform their payment obligations with us and any adverse economic, political or social developments in our major markets. In turn, increases in the cost of raw materials and energy may hurt our profitability if we are not able to recover them through increased prices of our products.
 
We have significant operations in various countries, including Argentina, Brazil, Canada, Colombia, Italy, Japan, Mexico, Romania and the United States, and we sell our products and services throughout the world. Therefore, like other companies with worldwide operations, we are exposed to risks from fluctuations in foreign currency exchange rates, interest rates and inflation, governmental policies regarding spending, exchange controls, regulatory and taxation changes, and other adverse political, economic or social developments in such countries, which could affect our revenues, profitability and financial condition. As a global company, a portion of our business is carried out in currencies other than the U.S. dollar, which is the Company’s functional currency. As a result, we are exposed to foreign exchange rate risk, which could adversely affect our financial position and results of operations.
 
On May 22, 2009, Venezuela’s President Hugo Chávez announced the nationalization of Tavsa, Matesi and Comsigua. The Company’s investments in Tavsa, Matesi and Comsigua are protected under applicable bilateral investment treaties, including the bilateral investment treaty between Venezuela and the Belgian-Luxembourgish Union, and Tenaris continues to reserve all of its rights under contracts, investment treaties and Venezuelan and international law, and to consent to the jurisdiction of the ICSID in connection with the nationalization process. However, we can give no assurance that the Venezuelan government will agree to pay a fair and adequate compensation for our interest in Tavsa, Matesi and Comisigua, or that any such compensation will be freely convertible into or exchangeable for foreign currency. We may be forced to engage in litigation procedures to enforce our rights under contracts, investment treaties and Venezuelan and international law, and the time, costs and management efforts associated with such litigation may be significant. For further information on the nationalization of the Venezuelan subsidiaries, see “Business overview -Main events of the semester – Developments in Venezuela” in this half-year report and Note 14 “Processes in Venezuela” to our unaudited consolidated condensed interim financial statements included in this half-year report.
 
A key element of our business strategy is to develop and offer higher value-added products and services and to continuously identify and pursue growth-enhancing strategic opportunities. Failure to successfully implement our strategy or to integrate future acquisitions and strategic partnerships could affect our ability to grow, our competitive position and our sales and profitability. In addition, failure to agree with our joint venture partner in Japan on the strategic direction of our joint operations, may have an adverse impact on our operations in Japan.

At December 31, 2008, we had $1,890.6 million in goodwill and intangible assets with indefinite useful life, which are exposed to impairment tests and correspond mainly to the acquisition of Maverick ($772.0 million) and Hydril ($919.9 million). In 2008 we recorded an impairment charge for $502.9 million (of which $394.3 million correspond to Maverick); however, we can give no assurance that further impairment charges will not be required in the future.

Potential environmental, product liability and other claims arising from the inherent risks associated with the products we sell and the services we render, including well failures, line pipe leaks, bursts and fires, that could result in death, personal injury, property damage, environmental pollution or loss of production could create significant liabilities for us. In addition, we are subject to a wide range of local, provincial and national laws, regulations, permit requirements and decrees relating to the protection of human health and the environment and the cost of complying with such regulations as well as unforeseen environmental liabilities may increase our operating costs or negatively impact our net worth.  Similarly, we conduct business in certain countries known to experience governmental corruption.  Although we are committed to conducting business in a legal and ethical manner in compliance with local and international statutory requirements and standards applicable to our business, there is a risk that our employees or representatives may take actions that violate applicable laws and regulations that generally prohibit the making of improper payments to foreign government officials for the purpose of obtaining or keeping business, including laws relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions such as the U.S. Foreign Corrupt Practices Act.
 
 
 
5

 
Tenaris S.A.  Half-year report 2009-Interim management report
 
As a holding company, our ability to pay expenses, debt service and cash dividends depends on the results of operations and financial condition of our subsidiaries, which could be restricted by legal, contractual or other limitations, including exchange controls or transfer restrictions, and other agreements and commitments of our subsidiaries.

The Company’s controlling shareholder may be able to take actions that do not reflect the will or best interests of other shareholders.

The Company’s tax-exempt status will terminate on December 31, 2010. If we are unable to mitigate the consequences of the termination of the preferential tax regime applying to the Company, we may be subject to a higher tax burden in the future and our shareholders may be subject to tax withholdings.


 
6

 
Tenaris S.A.  Half-year report 2009-Interim management report

 
BUSINESS OVERVIEW
 
Operating and Financial Review and Prospects
 
The following discussion and analysis should be read in conjunction with the audited consolidated financial statements and the related notes included in our annual report for the year ended December 31, 2008, and is based on, and should be read in conjunction with, the unaudited consolidated condensed interim financial statements for the six-month period ended June 30, 2009, included in this half-year report.

Certain information contained in this discussion and analysis and presented elsewhere in this half-year report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Concerning Forward-Looking Statements” in this half-year report. In evaluating this discussion and analysis, you should specifically consider the various risk factors identified in “Principal Risks and Uncertainties”, other risk factors identified elsewhere in this half-year report and other factors that could cause results to differ materially from those expressed in such forward-looking statements.
 
Market Background and Outlook
 
Following their collapse in the second half of 2008 to a low of around $40 per barrel at the end of the year, global oil prices have risen during the first half of 2009 and have reached the level of $60-70 per barrel. This reflects increased optimism for a recovery in global economic growth led by China together with an expected decline in non-OPEC production and ongoing OPEC actions to cut production. North American gas prices, however, have fallen during the first half of 2009 to current levels of around $3.00 per million BTU as the carry over increases of 2008 U.S. production combined with reduced demand has resulted in high levels of gas in storage.
 
The international count of active drilling rigs, as published by Baker Hughes, continued to decline during the first semester of 2009, averaging 1,004 during such period, 8% lower than the second semester and 6% lower than the first semester of 2008. The corresponding rig count in the U.S., which is more sensitive to North American gas prices, fell sharply in the first half of the year and at June 2009, was down 56% from its high in September 2008 but since July 2009, has shown signs of stabilizing. It averaged 1,131 during the first semester of 2009, 42% lower than the second semester and 38% lower than the first semester of 2008. In Canada, the corresponding rig count, which is affected by seasonal drilling patterns, averaged 210 during the first semester of 2009, a decrease of 38% compared to the first semester of 2008.
 
Demand for our pipes from the global energy industry has been affected by the decline in oil and gas drilling activity and the actions taken by customers to adjust to reduced cash flows and a less favorable market outlook, including procurement delays and cancellations and the postponement of new project activity. Demand in the U.S. and Canada has been further affected by extraordinarily high levels of OCTG inventories. Demand for pipes from the industrial and power generation segments remain at low levels.
 
We expect shipments for our large-diameter pipes for pipeline projects in South America, in the second half of the year, to remain close to the levels shown during the first half, however the order backlog continues to decline as new projects are postponed.
 
Steel and steelmaking raw material costs have stabilized and in recent weeks have shown some increase. However our costs, particularly at our North American welded pipe operations, will continue to be adversely affected by low production levels and the high cost of raw material inventories procured under different market conditions, partially offset by the actions taken to reduce our structural costs.
 
With low levels of demand likely to persist until the end of the year and prices adjusting downwards we expect that our sales and operating income will be lower in the second half of the year than the first. We expect that there will be a recovery in our shipments going into 2010 but that our revenues may not recover to the same extent considering the lagged effect of price declines in our results.
 

 

 
7

 
Tenaris S.A.  Half-year report 2009-Interim management report



Results of Operations
 
Unaudited Consolidated condensed interim income statement

 (all amounts in thousands of U.S. dollars, unless otherwise stated)  
   Six-month period
 ended June 30,
 
Continuing operations  
 2009
   
 2008
 
         
%
         
%
 
Net sales                                                                
    4,530,632       100.0       5,710,424       100.0  
Cost of sales                                                                
    (2,628,211 )     (58.0 )     (3,302,831 )     (57.8 )
Gross profit                                                                
    1,902,421       42.0       2,407,593       42.2  
Selling, general and administrative expenses
    (783,006 )     (17.3 )     (878,038 )     (15.4 )
Other operating income (expense), net                                                                
    3,024       0.1       (4,947 )     (0.1 )
Operating income                                                                
    1,122,439       24.8       1,524,608       26.7  
Interest income                                                                
    12,737       0.3       28,681       0.5  
Interest expense                                                                
    (63,582 )     (1.4 )     (100,124 )     (1.8 )
Other financial results                                                                
    (52,266 )     (1.2 )     (9,572 )     (0.2 )
Income before equity in earnings of associated companies and income tax
    1,019,328       22.5       1,443,593       25.3  
Equity in earnings of associated companies
    57,935       1.3       97,963       1.7  
Income before income tax                                                                
    1,077,263       23.8       1,541,556       27.0  
Income tax                                                                
    (319,592 )     (7.1 )     (428,464 )     (7.5 )
Income for continuing operations                                                                
    757,671       16.7       1,113,092       19.5  
                                 
Discontinued operations
                               
Result for discontinued operations                                                                
    (28,138 )     (0.6 )     416,906       7.3  
                                 
Income for the period                                                                
    729,533       16.1       1,529,998       26.8  
                                 
Attributable to:
                               
Equity holders of the Company                                                                
    709,315       15.7       1,460,514       25.6  
Minority interest                                                                
    20,218       0.4       69,484       1.2  
      729,533       16.1       1,529,998       26.8  
                                 

 

 

 
8

 
Tenaris S.A.  Half-year report 2009-Interim management report



Selected consolidated financial position data
 

Thousands of U.S. dollars (except number of shares)
 
June 30,
 
December 31,
 
   
2009
 
2008
 
           
Current assets     (1)6,037,734     7,252,417  
Property, plant and equipment, net
    3,122,122     2,982,871  
Other non-current assets
    4,644,218     4,865,424  
Total assets
    13,804,074     15,100,712  
               
Current liabilities
    2,440,999     3,790,017  
Non-current borrowings
    998,251     1,241,048  
Deferred tax liabilities
    867,000     1,053,838  
Other non-current liabilities
    291,253     313,922  
Total liabilities
    4,597,503     6,398,825  
               
Capital and reserves attributable to the Company’s equity holders
    8,637,036     8,176,571  
Minority interest
    569,535     525,316  
Total liabilities and equity
    13,804,074     15,100,712  
Number of shares outstanding
    1,180,536,830     1,180,536,830  
               

(1) At June 30, 2009, current assets include assets available for sale amounting to $21.6 million.

 
9

 
Tenaris S.A.  Half-year report 2009-Interim management report



 
Six-month period ended June 30, 2009, compared to six-month period ended June 30, 2008
 
Summary
 
Net income attributable to equity holders in the Company during the first semester of 2009 was $709.3 million, or $0.60 per share ($1.20 per ADS), which compares with net income attributable to equity holders in the Company during the first semester of 2008 of $1,460.5 million, or $1.24 per share ($2.47 per ADS). Operating income was $1,122.4 million, or 25% of net sales during the first semester of 2009, compared to $1,524.6 million, or 27% of net sales during the fist semester of 2008. Operating income plus depreciation and amortization for this semester was $1,370.5 million, or 30% of net sales, compared to $1,789.3 million, or 31% of net sales during the first semester of 2008.
 
During the quarter, we re-presented the results of our Venezuelan operations that are in the process of being nationalized as discontinued operations.
 
Net Sales, Cost of Sales and Operating Income by segment
 
The following table shows our net sales by business segment for the periods indicated below:
 
Millions of U.S. dollars
 
For the six-month period ended June 30,
       
   
2009
   
2008
   
Increase / (Decrease)
 
                               
Tubes
    3,809.4       84 %     4,681.2       82 %     (19 %)
Projects
    476.6       11 %     639.8       11 %     (26 %)
Others
    244.7       5 %     389.4       7 %     (37 %)
Total
    4,530.6       100 %     5,710.4       100 %     (21 %)



The following table indicates our sales volume of seamless and welded pipes by business segment for the periods indicated below:



Thousands of tons
 
For the six-month period ended June 30,
       
   
2009
   
2008
   
Increase / (Decrease)
 
                   
Tubes – Seamless
    1,076       1,457       (26 %)
Tubes – Welded
    175       552       (68 %)
Tubes – Total
    1,251       2,009       (38 %)
Projects – Welded
    174       302       (42 %)
Total – Tubes + Projects
    1,424       2,311       (38 %)

 
Tubes
 
The following table indicates, for our Tubes business segment, net sales by geographic region, cost of sales as a percentage of net sales, operating income and operating income as a percentage of net sales for the periods indicated below:


Millions of U.S. dollars
 
For the six-month period ended June 30,
       
   
2009
   
2008
   
Increase / (Decrease)
 
Net sales
                 
- North America
    1,676.8       1,819.1       (8 %)
- South America
    494.3       528.8       (7 %)
- Europe
    484.9       928.4       (48 %)
- Middle East & Africa
    848.0       1,041.3       (19 %)
- Far East & Oceania
    305.4       363.7       (16 %)
Total net sales
    3,809.4       4,681.2       (19 %)
Cost of sales (% of sales)
    55 %     55 %        
Operating income
    1,026.3       1,342.0       (24 %)
Operating income (% of sales)
    27 %     29 %        
 
 

 
 
10

Tenaris S.A.  Half-year report 2009-Interim management report
 
Net sales of tubular products and services decreased 19% to $3,809.4 million in the first half of 2009, compared to $4,681.2 million in the first half of 2008, due to a sharp reduction in volumes, which was partially offset by higher average selling prices, reflecting in part a higher proportion of sales of specialized high-end products.
 
Cost of sales of tubular products and services, expressed as a percentage of net sales, remained stable at 55%.
 
Operating income from tubular products and services decreased 24% to $1,026.3 million in the first half of 2009, from $1,342.0 million in the first half of 2008, mainly due to the reduction in sales. Operating income expressed as a percentage of net sales decreased to 27% in the first half of 2009, compared to 29% in the first half of 2008, mainly due to the effect of fixed and semi-fixed selling, general and administrative expenses, over lower revenues.
 
Projects
 
The following table indicates, for our Projects business segment, net sales, cost of sales as a percentage of net sales, operating income and operating income as a percentage of net sales for the periods indicated below:
 
Millions of U.S. dollars
 
For the six-month period ended June 30,
       
   
2009
   
2008
   
Increase / (Decrease)
 
                   
Net sales
    476.6       639.8       (26 %)
Cost of sales (% of sales)
    72 %     71 %        
Operating income
    94.5       128.9       (27 %)
Operating income (% of sales)
    20 %     20 %        
 
Net sales of pipes for pipeline projects decreased 26% to $476.6 million in the first half of 2009, compared to $639.8 million in the first half of 2008, reflecting lower deliveries in Brazil and Argentina to gas and other pipeline projects.
 
Operating income from pipes for pipeline projects decreased 27% to $94.5 million in the first half of 2009, from $128.9 million in the first half of 2008, mainly in line with the decline in revenues, and as a percentage of net sales it remained stable at 20%.
 
Others
 
The following table indicates, for our Others business segment, net sales, cost of sales as a percentage of net sales, operating income and operating income as a percentage of net sales for the periods indicated below:
 
Millions of U.S. dollars
 
For the six-month period ended June 30,
       
   
2009
   
2008
   
Increase / (Decrease)
 
                   
Net sales
    244.7       389.4       (37 %)
Cost of sales (% of sales)
    84 %     72 %        
Operating income
    1.6       53.7       (97 %)
Operating income (% of sales)
    1 %     14 %        
 
Net sales of other products and services decreased 37% to $244.7 million in the first half of 2009, compared to $389.4 million in the first half of 2008, mainly reflecting lower sales of welded pipes for electric conduits in the U.S. and sucker rods.
 
Operating income from other products and services decreased 97% to $1.6 million in the first half of 2009, compared to $53.7 million during the first half of 2008, mainly due to recorded losses on our electric conduits operations in the U.S.
 
Selling, general and administrative expenses, or SG&A, increased as a percentage of net sales to 17.3% in the semester ended June 30, 2009, compared to 15.4% in the corresponding semester of 2008, mainly due to the effect of fixed and semi-fixed expenses over lower revenues.
 
Net interest expenses decreased to $50.8 million in the first half of 2009, compared to $71.4 million in the same period of 2008 reflecting a lower net debt position and lower interest rates.
 
Other financial results recorded a loss of $52.3 million during the first half of 2009, compared to a loss of $9.6 million during the first half of 2008. These results largely reflect gains and losses on net foreign exchange transactions and the fair value of derivative instruments and are partially offset by changes to our net equity position. These gains and losses are mainly attributable to variations in the exchange rates between our subsidiaries’ functional currency (other than the U.S. dollar) and the U.S. dollar, in accordance with IFRS.
 
 
 
11

Tenaris S.A.  Half-year report 2009-Interim management report
 
Equity in earnings of associated companies generated a gain of $57.9 million in the first half of 2009, compared to a gain of $98.0 million in the first half of 2008. These gains were derived mainly from our equity investment in Ternium.
 
Income tax charges totaled $319.6 million in the first half of 2009, equivalent to 31% of income before equity in earnings of associated companies and income tax, compared to $428.5 million in the first half of 2008, equivalent to 30% of income before equity in earnings of associated companies and income tax.
 
Income from discontinued operations amounted to a loss of $28.1 million in the first half of 2009 corresponding to our Venezuelan operations that are being nationalized, compared to a gain of $416.9 million in the corresponding period of 2008, of which $394.3 million corresponded to the result of the sale of Hydril’s pressure control business. See Note 12 “Discontinued Operations” to our unaudited consolidated condensed interim financial statements included in this half-year report.
 
Income attributable to minority interest amounted to $20.2 million in the first half of 2009, compared to $69.5 million in the corresponding semester of 2008, mainly reflecting lower results at NKKTubes and at our Venezuelan subsidiaries.
 
Liquidity and Capital Resources
 
The following table provides certain information related to our cash generation and changes in our cash and cash equivalents position for the periods indicated below:
 
Millions of U.S. dollars
 
For the six-month period ended
June 30,
 
   
2009
   
2008
 
             
Net cash provided by operating activities
    1,874.6       842.9  
Net cash (used in) provided by investing activities
    (511.9 )     661.2  
Net cash (used in) financing activities                                                      
    (1,267.0 )     (1,252.9 )
Increase in cash and cash equivalents                                                      
    95.7       251.2  
                 
Cash and cash equivalents at the beginning of year
    1,525.0       954.3  
Effect of exchange rate changes
    (2.3 )     113.6  
(Decrease) due to deconsolidation                                                      
    (9.7 )     -  
Increase in cash and cash equivalents                                                      
    95.7       251.2  
Cash and cash equivalents at period end                                                      
    1,608.7       1,319.0  
 
Net cash provided by operations during the first half of 2009 was $1.9 billion, compared to $842.9 million in the first half of 2008. Working capital decreased by $1.2 billion during the semester, as we reduced our inventories by $940.6 million and trade receivables by $586.3 million, which was partially offset by a decrease in trade payables $365.2 million.
 
Capital expenditures amounted to $226.3 million in the first half of 2009, compared to $205.4 million in the first half of 2008.
 
During the first half of 2009, total financial debt decreased by $1.0 billion to $2.0 billion at June 30, 2009 from $3.0 billion at December 31, 2008. Net financial debt (total financial debt less cash and other current investments) decreased by $1.3 billion in the first half of 2009, to $0.1 billion at June 30, 2009, from $1.4 billion at December 31, 2008.
 

 
12

 
Tenaris S.A.  Half-year report 2009-Interim management report



 
Main Events of the Semester
 
Acquisition of Seamless Pipe Indonesia Jaya
 
In April 2009, we acquired from Bakrie & Brothers TbK, Green Pipe International Limited and Cakrawala Baru a 77.45% holding in Seamless Pipe Indonesia Jaya, or SPIJ, an Indonesian OCTG processing business with heat treatment and premium connection threading facilities, for a purchase price of $69.5 million, with $21.9 million payable as consideration for SPIJ’s equity and $47.6 million payable as consideration for the assignment of certain sellers’ loan to SPIJ. SPIJ has an annual processing capacity of 120,000 tons and has had a commercial alliance with us for more than a decade. SPIJ employs around 500 persons and had revenues of approximately $140 million in 2008.
 
Developments in Venezuela
 
Sidor Nationalization Process
 
On June 30, 2009, the Company held 11.46% of the capital stock of Ternium S.A.
 
On May 7, 2009, Ternium completed the transfer of its entire 59.7% interest in Sidor to CVG. The transfer was effected as a result of Venezuela’s Decree Law 6058, which ordered that Sidor and its subsidiaries and associated companies be transformed into state-owned enterprises and declared the activities of such companies of public and social interest. While CVG had assumed operational control of Sidor on July 12, 2008, Ternium had retained formal title over the shares until May 7, 2009. Ternium agreed to receive an aggregate amount of $1.97 billion as compensation for its Sidor shares. Of that amount, CVG paid $400 million in cash on May 7, 2009. The balance was divided in two tranches: the first tranche, of $945 million, will be paid in six equal quarterly installments, while the second tranche will be paid at maturity in November 2010, subject to quarterly mandatory prepayment events based on the increase of the WTI crude oil price over its May 6, 2009 level.
 
Nationalization of Venezuelan Subsidiaries
 
Within the framework of Decree Law 6058, on May 22, 2009, 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 Siderurgicos S.A (“Matesi”), and Complejo Siderurgico de Guayana, C.A (“Comsigua”), in which the Company has a minority interest (collectively, “the Venezuelan Companies”). On May 25, 2009, the Minister of Basic Industries and Mines of Venezuela (“MIBAM”) issued official communications N°230/09 and 231/09, appointing the MIBAM’s representatives to the transition committees charged with overseeing the nationalization processes of Tavsa and Matesi. On May 29, 2009, the Company sent response letters to the MIBAM acknowledging the Venezuelan government’s decision to nationalize Tavsa and Matesi, appointing its representatives to the transition committees, and reserving all of its rights under contracts, investment treaties and Venezuelan and international law and the right to submit any controversy between the Company or its subsidiaries and Venezuela relating to Tavsa and Matesi’s nationalization to international arbitration, including arbitration administered by ICSID.

On July 14, 2009, President Chávez issued Decree 6796, which orders the acquisition of the Venezuelan Companies and provides that Tavsa will be held by the Ministry of Energy and Oil, while Matesi and Comsigua will be held by MIBAM. Decree 6796 also requires 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 fail to reach agreement by the expiration of the 60-day period (or any extension thereof), the applicable Ministry will assume control and exclusive operation of the relevant Venezuelan Company, and the Executive Branch will order its expropriation in accordance with the Venezuelan Expropriation Law. The Decree also specifies that all facts and activities there under are subject to Venezuelan law and any disputes relating thereto must submitted to Venezuelan courts.

On August 19, 2009, we announced that Venezuela, acting through the transition committee appointed by the Venezuelan Ministry of Basic Industries and Mining, unilaterally assumed exclusive operational control over Matesi. While continuing to reserve all of its rights under investment treaties and Venezuelan and international law, Tenaris is prepared to engage in discussions with the Venezuelan government regarding the fair and adequate terms and conditions for the transfer of Matesi to Venezuela.

The Company’s investments in Tavsa, Matesi and Comsigua are protected under applicable bilateral investment treaties, including the bilateral investment treaty between Venezuela and the Belgian-Luxembourgish Union, and, as noted above, Tenaris continues to reserve all of its rights under contracts, investment treaties and Venezuelan and international law, and to consent to the jurisdiction of the ICSID in connection with the nationalization process. For further information on the nationalization of the Venezuelan subsidiaries, see Note 14 “Processes in Venezuela” to our unaudited consolidated condensed interim financial statements included in this half-year report.
 
 
 
13

Tenaris S.A.  Half-year report 2009-Interim management report
 
 
 
Annual General Meeting of Shareholders
 
On June 3, 2009, the Annual General Meeting of shareholders of the Company approved all resolutions on its agenda.  Among other resolutions adopted at the meeting, the shareholders approved the consolidated financial statements and annual accounts for the year ended December 31, 2008, as well as the payment of an annual dividend of $0.43 per share ($0.86 per ADS), or approximately $507 million. The amount approved includes the interim dividend previously paid in November 2008, in the amount of $0.13 per share ($0.26 per ADS). The balance of the annual dividend amounting to $0.30 per share ($0.60 per ADS), or approximately $354 million, was paid on June 25, 2009, with an ex-dividend date of June 22, 2009.
 
In addition, the Annual General Meeting of shareholders re-elected the then current members of the board of directors to serve until the next annual shareholders meeting (to be held in June 2010); and re-appointed PricewaterhouseCoopers as Tenaris’s independent auditors for the 2009 fiscal year.
 
The Annual General Meeting of shareholders also resolved to authorize the Company and the Company’s subsidiaries to acquire shares of the Company, including shares represented by ADSs, at such times and on such other terms and conditions as may be determined by the board of directors of the Company or the board of directors or other governing body of the relevant Company subsidiary.
 
For more information on the Annual General Meeting of Shareholders held on June 3, 2009, see the minutes of such meeting available on our website at http://www.tenaris.com/investors/.
 
RELATED PARTY TRANSACTIONS
 
Tenaris is a party to several related party transactions, which include, among others, purchases and sales of goods (including steel pipes, flat steel products, steel bars, raw materials, gas and electricity) and services (including engineering services and related services) from or to entities controlled by San Faustin or in which San Faustin holds significant interests. Material related party transactions are subject to the review of the audit committee of the Company’s board of directors and the requirements of the Company’s articles of association and Luxembourg law. For further detail on Tenaris’s related party transactions, see Note 13 “Related party transactions” to our unaudited consolidated condensed interim financial statements included in this half-year report.



 
14

 
Tenaris S.A.  Half-year report 2009-Management certification


Management Certification
 
We confirm, to the best of our knowledge, that:
 
1.  
the unaudited consolidated condensed interim financial statements prepared in conformity with International Financial Reporting Standards included in this half year report, give a true and fair view of the assets, liabilities, financial position and profit or loss of Tenaris S.A. and its consolidated subsidiaries, taken as a whole; and
 
2.  
the interim management report included in this half year report, includes a fair review of the important events that have occurred during the six-month period ended June 30, 2009, and their impact on the unaudited consolidated condensed interim financial statements for such period, material related party transactions and a description of the principal risks and uncertainties they face.
 

 
/s/ Paolo Rocca
 
Chief Executive Officer
Paolo Rocca
August 31, 2009
 

 
/s/ Ricardo Soler
 
Chief Financial Officer
Ricardo Soler
August 31, 2009
 

 
15

 
Tenaris S.A.  Half-year report 2009-Consolidated Condensed Interim Financial Statements


Financial Information
 

 

 

 

 

 
CONSOLIDATED CONDENSED INTERIM FINANCIAL
 
 STATEMENTS
 

 

 

 
Six-month period ended June 30, 2009
 

 
16

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009




Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders of
Tenaris S.A.


We have reviewed the accompanying consolidated condensed interim statement of financial position of Tenaris S.A. and its subsidiaries as of June 30, 2009, and the related consolidated condensed interim statements of income and of comprehensive income for each of the three-month and six-month periods ended June 30, 2009 and 2008, and the consolidated condensed interim statements of changes in equity and of cash flows for the six-month periods ended June 30, 2009 and 2008. These consolidated condensed interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated condensed interim financial statements for them to be in conformity with International Accounting Standard 34 “Interim Financial Reporting” as issued by the International Accounting Standards Board and adopted by the European Union.

We previously audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2008, and the related consolidated statements of income, of changes in equity and of cash flows for the year then ended (not presented herein); and in our report dated February 25, 2009, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated condensed statement of financial position as of December 31, 2008, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.
 
 Buenos Aires, August 5, 2009  
   
 PRICE WATERHOUSE & CO. S.R.L.  
   
 by /s/ Diego M. Niebuhr  
 (Partner)                                        
 Diego M. Niebuhr  
   
 
 

 
17

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

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
2009
2008
2009
2008
Continuing operations
 
(Unaudited)
(Unaudited)
Net sales
3
2,096,344
3,110,103
4,530,632
5,710,424
Cost of sales
3 & 4
(1,264,899)
(1,820,717)
(2,628,211)
(3,302,831)
Gross profit
 
831,445
1,289,386
1,902,421
2,407,593
Selling, general and administrative expenses
3 & 5
(395,926)
(469,669)
(783,006)
(878,038)
Other operating income (expense), net
3
1,278
(3,708)
3,024
(4,947)
Operating income
 
436,797
816,009
1,122,439
1,524,608
Interest income
6
8,163
16,493
12,737
28,681
Interest expense
6
(24,435)
(33,962)
(63,582)
(100,124)
Other financial results
6
(15,907)
4,235
(52,266)
(9,572)
Income before equity in earnings of associated companies and income tax
 
404,618
802,775
1,019,328
1,443,593
Equity in earnings of associated companies
 
66,514
48,102
57,935
97,963
Income before income tax
 
471,132
850,877
1,077,263
1,541,556
Income tax
 
(114,518)
(219,339)
(319,592)
(428,464)
Income for continuing operations
 
356,614
631,538
757,671
1,113,092
           
Discontinued operations
         
Result for discontinued operations
12
(20,176)
398,497
(28,138)
416,906
           
Income for the period
 
336,438
1,030,035
729,533
1,529,998
           
Attributable to:
         
Equity holders of the Company
 
343,268
987,471
709,315
1,460,514
Minority interest
 
(6,830)
42,564
20,218
69,484
   
336,438
1,030,035
729,533
1,529,998
           
           
Earnings per share attributable to the equity holders of the Company during year
         
Weighted average number of outstanding ordinary shares (thousands)
7
1,180,537
1,180,537
1,180,537
1,180,537
Earnings per share (U.S. dollars per share)
7
0.29
0.84
0.60
1.24
Earnings per ADS (U.S. dollars per ADS)
7
0.58
1.67
1.20
2.47


 
18

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

CONSOLIDATED CONDENSED INTERIM STATEMENT OF COMPREHENSIVE INCOME

(all amounts in thousands of U.S. dollars, unless otherwise stated)
 
Three-month period
ended June 30,
   
Six-month period
ended June 30,
 
   
2009
   
2008
   
2009
   
2008
 
   
(Unaudited)
   
(Unaudited)
 
Income for the period
    336,438       1,030,035       729,533       1,529,998  
Other comprehensive income:
                               
Currency translation adjustment
    295,277       72,355       161,862       176,272  
Cash flow hedges
    3,169       (8,294 )     (8,349 )     (6,365 )
Share of other comprehensive income of associates
                               
   Currency translation adjustment
    12,093       17,137       (4,430 )     20,481  
   Cash flow hedges
    1,176       (296 )     1,815       (296 )
Income tax relating to components of other comprehensive income
    180       4,023       2,876       4,023  
Other comprehensive income for the period, net of tax
    311,895       84,925       153,774       194,115  
Total comprehensive income for the period
    648,333       1,114,960       883,307       1,724,113  
                                 
Attributable to:
                               
Equity holders of the Company
    592,430       1,058,717       815,388       1,613,624  
Minority interest
    55,903       56,243       67,919       110,489  
      648,333       1,114,960       883,307       1,724,113  

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, 2008.
 
 

 
19

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

CONSOLIDATED CONDENSED INTERIM STATEMENT OF FINANCIAL POSITION

(all amounts in thousands of U.S. dollars)
       
At June 30, 2009
   
At December 31, 2008
 
   
Notes
   
(Unaudited)
       
ASSETS
                             
Non-current assets
                             
  Property, plant and equipment, net
 
 8
      3,122,122             2,982,871        
  Intangible assets, net
 
 9
      3,736,821             3,826,987        
  Investments in associated companies
            575,628             527,007        
  Other investments
            29,488             38,355        
  Deferred tax assets
            217,686             390,323        
  Receivables
            84,595       7,766,340       82,752       7,848,295  
Current assets
                                       
  Inventories
            2,150,785               3,091,401          
  Receivables and prepayments
            228,791               251,481          
  Current tax assets
            203,244               201,607          
  Trade receivables
            1,536,984               2,123,296          
  Available for sale assets
 
 14
      21,572               -          
  Other investments
            273,450               45,863          
  Cash and cash equivalents
            1,622,908       6,037,734       1,538,769       7,252,417  
Total assets
                    13,804,074               15,100,712  
EQUITY
                                       
Capital and reserves attributable to the Company’s equity holders
                    8,637,036               8,176,571  
Minority interest
                    569,535               525,316  
Total equity
                    9,206,571               8,701,887  
LIABILITIES
                                       
Non-current liabilities
                                       
  Borrowings
            998,251               1,241,048          
  Deferred tax liabilities
            867,000               1,053,838          
  Other liabilities
            209,365               223,142          
  Provisions
            79,470               89,526          
  Trade payables
            2,418       2,156,504       1,254       2,608,808  
Current liabilities
                                       
  Borrowings
            1,019,972               1,735,967          
  Current tax liabilities
            333,638               610,313          
  Other liabilities
            247,478               242,620          
  Provisions
            51,385               28,511          
  Customer advances
            256,922               275,815          
  Trade payables
            531,604       2,440,999       896,791       3,790,017  
Total liabilities
                    4,597,503               6,398,825  
Total equity and liabilities
                    13,804,074               15,100,712  

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

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, 2008.

 
20

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

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
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings (*)
   
Total
   
Minority Interest
   
Total
 
                                                   
(Unaudited)
 
Balance at January 1, 2009
    1,180,537       118,054       609,733       (223,779 )     2,127       6,489,899       8,176,571       525,316       8,701,887  
                                                                         
Income for the period
    -       -       -       -       -       709,315       709,315       20,218       729,533  
Other comprehensive income por the period
    -       -       -       106,799       (726 )     -       106,073       47,701       153,774  
Total comprehensive income por the period
    -       -       -       106,799       (726 )     709,315       815,388       67,919       883,307  
Acquisition and decrease of minority interest
    -       -       -       -       (783 )     -       (783 )     3,476       2,693  
Change in equity reserves
    -       -       -       -       21       -       21       -       21  
Dividends paid in cash
    -       -       -       -       -       (354,161 )     (354,161 )     (27,176 )     (381,337 )
Balance at June 30, 2009
    1,180,537       118,054       609,733       (116,980 )     639       6,845,053       8,637,036       569,535       9,206,571  

   
Attributable to equity holders of the Company
             
   
Share Capital
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings
   
Total
   
Minority Interest
   
Total
 
                                                   
(Unaudited)
 
Balance at January 1, 2008
    1,180,537       118,054       609,733       266,049       18,203       4,813,701       7,006,277       523,573       7,529,850  
                                                                         
Income for the period
    -       -       -       -       -       1,460,514       1,460,514       69,484       1,529,998  
Other comprehensive income por the period
    -       -       -       150,986       2,124       -       153,110       41,005       194,115  
Total comprehensive income por the period
    -       -       -       150,986       2,124       1,460,514       1,613,624       110,489       1,724,113  
Acquisition and decrease of minority interest
    -       -       -       -       -       -       -       (1,865 )     (1,865 )
                                                                         
Dividends paid in cash
    -       -       -       -       -       (295,134 )     (295,134 )     (55,136 )     (350,270 )
Balance at June 30, 2008
    1,180,537       118,054       609,733       417,035       20,327       5,979,081       8,324,767       577,061       8,901,828  


(*) Retained Earnings as of December 31, 2008 calculated in accordance with Luxembourg Law are disclosed in Note 10.

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, 2008.

 
21

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CASH FLOWS



         
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
Note
   
2009
   
2008
 
Cash flows from operating activities
       
(Unaudited)
   
(Unaudited)
 
Income for the period
          729,533       1,529,998  
Adjustments for:
                     
Depreciation and amortization
 
8 & 9
      248,061       268,873  
Income tax accruals less payments
          (329,690 )     89,747  
Equity in earnings of associated companies
          (57,073 )     (98,096 )
Income from the sale of pressure control business
          -       (394,323 )
Interest accruals less payments, net
          (23,698 )     (7,894 )
Changes in provisions
          14,200       15,243  
Changes in working capital
          1,175,460       (545,614 )
Other, including currency translation adjustment
          117,792       (15,017 )
Net cash provided by operating activities
          1,874,585       842,917  
                       
Cash flows from investing activities
                     
Capital expenditures
 
8 & 9
      (226,335 )     (205,366 )
Acquisitions of subsidiaries and minority interest
 
 11
      (73,535 )     (1,865 )
Proceeds from the sale of pressure control business (*)
 
 12
      -       1,113,805  
Proceeds from disposal of property, plant and equipment and intangible assets
            10,328       8,826  
Investments in short terms securities
            (227,587 )     (264,401 )
Dividends received
            5,223       13,636  
Other
            -       (3,428 )
Net cash (used in) provided by investing activities
            (511,906 )     661,207  
                         
Cash flows from financing activities
                       
Dividends paid
            (354,161 )     (295,134 )
Dividends paid to minority interest in subsidiaries
            (27,176 )     (55,136 )
Proceeds from borrowings
            263,841       430,088  
Repayments of borrowings
            (1,149,484 )     (1,332,755 )
Net cash used in financing activities
            (1,266,980 )     (1,252,937 )
                         
Increase in cash and cash equivalents
            95,699       251,187  
                         
Movement in cash and cash equivalents
                       
At the beginning of the period
            1,525,022       954,303  
Effect of exchange rate changes
            (2,330 )     113,559  
Decrease due to deconsolidation
            (9,696 )     -  
Increase in cash and cash equivalents
            95,699       251,187  
At June 30,
            1,608,695       1,319,049  
                         
           
At June 30,
 
Cash and cash equivalents
         
2009
   
2008
 
Cash and bank deposits
            1,622,908       1,337,838  
Bank overdrafts
            (14,213 )     (18,789 )
              1,608,695       1,319,049  


(*) Includes $394 million of after-tax gain, $381 million of assets and liabilities held for sale and $339 million of income tax charges and related expenses.

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, 2008.

 
22

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

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 on the distribution of profits
11
Business combinations and other acquisitions
12
Discontinued operations
13
Related party transactions
14
Processes in Venezuela
   








 
23

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

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”), a Luxembourg corporation (societé anonyme holding), was incorporated on December 17, 2001 as a holding company in steel pipe manufacturing and distributing operations. The Company holds, either directly or indirectly, controlling interests in various subsidiaries. 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, 2008.

These Consolidated Condensed Interim Financial Statements were approved for issue by the Company’s Board of Directors on August 5, 2009.

2
Accounting policies and basis of presentation

These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2008, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board and adopted by the European Union.

Considering the comments described below, 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, 2008.

The following standards’ amendment is mandatory for the financial year beginning 1 January, 2009:

IAS 1 (revised), “Presentation of financial statements”: The revised standard prohibits the presentation of items of income and expenses (that is “non-owner changes in equity”) in the statement of changes in equity, requiring them to be presented separately from owner changes in equity. Entities can choose whether to present one performance statement (the statement of comprehensive income) or two statements (the income statement and the statement of comprehensive income). The Company has elected to present two statements: an income statement and a statement of comprehensive income. These interim financial statements have been prepared under the revised disclosure requirements.

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

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.

 
24

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

3           Segment information
Reportable operating segments
                                                                                     
 
 
 (Unaudited)
(all amounts in thousands of U.S. dollars)
Tubes
Projects
Other
Total Continuing operations
Total Discontinued operations (*)
Six-month period ended June 30, 2009
         
Net sales
3,809,353
476,624
244,655
4,530,632
18,558
Cost of sales
(2,077,069)
(345,108)
(206,034)
(2,628,211)
(31,866)
Gross profit
1,732,284
131,516
38,621
1,902,421
(13,308)
Selling, general and administrative expenses
(707,979)
(38,476)
(36,551)
(783,006)
(9,540)
Other operating income (expenses), net
2,002
1,458
(436)
3,024
(179)
Operating income
1,026,307
94,498
1,634
1,122,439
(23,027)
           
Depreciation  and amortization
227,226
8,381
12,427
248,034
27
           
Six-month period ended June 30, 2008
         
Net sales
4,681,221
639,848
389,355
5,710,424
162,536
Cost of sales
(2,564,622)
(456,549)
(281,660)
(3,302,831)
(98,481)
Gross profit
2,116,599
183,299
107,695
2,407,593
64,055
Selling, general and administrative expenses
(773,278)
(54,067)
(50,693)
(878,038)
(27,431)
Other operating income (expenses), net
(1,308)
(316)
(3,323)
(4,947)
409
Operating income
1,342,013
128,916
53,679
1,524,608
37,033
           
Depreciation and amortization
242,715
10,432
11,501
264,648
13,190

Geographical information
 
 (Unaudited)
(all amounts in thousands of U.S. dollars)
North America
South America
Europe
Middle East & Africa
Far East & Oceania
Total Continuing operations
Total Discontinued operations (*)
Six-month period ended June 30, 2009
             
Net sales
1,744,014
1,125,490
507,205
848,525
305,398
4,530,632
18,558
Depreciation and amortization
137,582
48,123
52,543
622
9,164
248,034
27
               
Six-month period ended June 30, 2008
             
Net sales
1,994,333
1,309,551
1,000,841
1,041,299
364,400
5,710,424
162,536
Depreciation and amortization
151,081
50,076
55,958
621
6,912
264,648
13,190

(*) Corresponds to pressure control operations and the nationalization Venezuelan subsidiaries.

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 principally Canada, Mexico and the USA; “South America” comprises principally Argentina, Brazil, Colombia, Venezuela, Peru and Ecuador; “Europe” comprises principally Italy and Norway; “Middle East and Africa” comprises principally Egypt and Saudi Arabia; “Far East and Oceania” comprises principally China, Indonesia and Japan.


 
25

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

4           Cost of sales

   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2009
   
2008
 
   
(Unaudited)
 
Inventories at the beginning of the period
    3,091,401       2,598,856  
Plus: Charges of the period
               
Raw materials, energy, consumables and other
    981,233       2,825,458  
Increase in inventory due to business combinations
    53,541       -  
Services and fees
    123,894       204,830  
Labor cost
    346,720       463,678  
Depreciation of property, plant and equipment
    126,330       144,107  
Amortization of intangible assets
    1,257       1,061  
Maintenance expenses
    82,756       105,953  
Provisions for contingencies
    1,374       12  
Allowance for obsolescence
    20,614       (10,259 )
Taxes
    3,576       4,953  
Other
    21,892       54,513  
      1,763,187       3,794,306  
Transfer to assets available for sale
    (43,726 )     -  
Less: Inventories at the end of the period
    (2,150,785 )     (2,991,850 )
      2,660,077       3,401,312  
From Discontinued operations
    (31,866 )     (98,481 )
      2,628,211       3,302,831  


5           Selling, general and administrative expenses

   
Six-month period ended June 30,
 
(all amounts in thousands of U.S. dollars)
 
2009
   
2008
 
   
(Unaudited)
 
Services and fees
    106,450       108,024  
Labor cost
    220,461       221,264  
Depreciation of property, plant and equipment
    5,517       6,402  
Amortization of intangible assets
    114,957       126,268  
Commissions, freight and other selling expenses
    208,554       283,484  
Provisions for contingencies
    16,346       15,632  
Allowances for doubtful accounts
    10,094       4,881  
Taxes
    59,275       77,928  
Other
    50,892       61,586  
      792,546       905,469  
From Discontinued operations
    (9,540 )     (27,431 )
      783,006       878,038  



 
26

 
Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

6           Financial results

(all amounts in thousands of U.S. dollars)
 
Six-month period ended June 30,
 
   
2009
   
2008
 
   
(Unaudited)
 
Interest income
    12,892       29,020  
Interest expense
    (67,162 )     (102,285 )
Interest net
    (54,270 )     (73,265 )
Net foreign exchange transaction results and changes in fair value of derivative instruments (*)
    (49,688 )     (5,714 )
Other
    (3,460 )     (7,430 )
Other financial results
    (53,148 )     (13,144 )
Net financial results
    (107,418 )     (86,409 )
From Discontinued operations
    4,307       5,394  
      (103,111 )     (81,015 )

Each comparative item included in this note differs from its corresponding line in the Consolidated Condensed Interim Income Statement because it includes discontinued operations’ results.

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.

(*) Tenaris has identified certain embedded derivatives and in accordance with IAS 39 (“Financial Instruments: Recognition and Measurement”) has accounted them separately from their host contracts. Results arising from the valuation of these contracts have been recognized under “Net foreign exchange transaction results and changes in fair value of derivative instruments”.

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,
 
   
2009
   
2008
 
   
(Unaudited)
 
Income attributable to equity holders
    709,315       1,460,514  
Weighted average number of ordinary shares in issue (thousand)
    1,180,537       1,180,537  
Basic and diluted earnings per share ( U.S. dollars per share)
    0.60       1.24  
Basic and diluted earnings per ADS ( U.S. dollars per ADS) (*)
    1.20       2.47  
                 
Result for discontinued operations
    (28,138 )     416,906  
Basic and diluted earnings per share
    (0.02 )     0.35  
Basic and diluted earnings per ADS (*)
    (0.05 )     0.71  

(*) Each ADS equals to two shares

On June 3, 2009, 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 2008, 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 June 25, 2009. In the aggregate, the interim dividend paid in November 2008 and the balance paid in June 2009 amounted to approximately $507 million.


 
27

Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

 

 
8           Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)
 
2009
   
2008
 
   
(Unaudited)
 
Six-month period ended June 30,
           
Opening net book amount
    2,982,871       3,269,007  
Currency translation differences
    47,637       125,124  
Increase due to business combinations
    24,123       -  
Additions
    217,169       185,440  
Disposals
    (9,782 )     (7,338 )
Transfers
    (1,989 )     (906 )
Depreciation charge
    (131,847 )     (148,255 )
Disposals due to deconsolidation
    (6,060 )     -  
At June 30,
    3,122,122       3,423,072  

9           Intangible assets, net

(all amounts in thousands of U.S. dollars)
 
2009
   
2008
 
   
(Unaudited)
 
Six-month period ended June 30,
           
Opening net book amount
    3,826,987       4,542,352  
Currency translation differences
    15,869       (13,592 )
Additions
    9,166       19,926  
Disposals
    (546 )     (1,488 )
Transfers
    1,989       906  
Amortization charge
    (116,214 )     (120,618 )
Disposals due to deconsolidation
    (430 )     -  
At June 30,
    3,736,821       4,427,486  

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, 2008.

Asbestos-related litigation

Dalmine S.p.A. (“Dalmine”), a Tenaris subsidiary organized in Italy is currently subject to 12 civil proceedings for work-related injuries arising from the use of asbestos in its manufacturing processes during the period from 1960 to 1980. In addition, another 30 asbestos related out-of-court claims have been forwarded to Dalmine.

As of June 30, 2009, the total claims pending against Dalmine were 42 (of which, none are covered by insurance): during the six month period ended June 30, 2009, 7 new claims were filed, no claims were adjudicated, and 5 claims were settled out of which 4 were paid, 3 claim were rejected, and 13 claims were dismissed.

Aggregate settlement costs to date for Tenaris are Euro 8.0 million ($11.3 million). Dalmine estimates that its potential liability in connection with the claims not yet settled is approximately Euro 12.2 million ($17.3 million).

Accruals for Dalmine’s potential liability are based on the average of the amounts paid by Dalmine for asbestos related claims plus an additional amount related to some reimbursements requested by the social security authority. The maximum potential liability is not determinable as in some cases the requests for damages do not specify amounts, and instead is to be determined by the court. The timing of payment of the amounts claimed is not presently determinable.
 
 
 
28

Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009


Maverick litigation
 
On November 22, 2006, Maverick Tube Corporation (“Maverick”) received a letter from The Bank of New York as trustee (“the Trustee”) for the holders of 2004 4% Convertible Senior Subordinated Notes due 2033 issued by Maverick (“the 2004 Notes”), concerning an alleged breach of the indenture entered into on December 30, 2004, between Maverick and the Trustee, and governing the 2004 Notes (as amended, the “Indenture”). The alleged breach of the Indenture was based on Maverick’s refusal to grant the holders of the 2004 Notes conversion rights provided by the “Public Acquirer Change of Control” provision of the Indenture.

On December 11, 2006 the Trustee filed a complaint against Maverick and Tenaris in the United States District Court for the Southern District of New York. The complaint alleges that Tenaris’s acquisition of Maverick triggered the “Public Acquirer Change of Control” provision and asserted a breach of contract claim against Maverick for refusing to accept the 2004 Notes for conversion for the consideration specified in the “Public Acquirer Change of Control” provision. The complaint also seeks a declaratory judgment that Tenaris’s acquisition of Maverick was a “Public Acquirer Change of Control” under the Indenture and therefore triggers the above mentioned conversion rights, and asserts claims for tortuous interference with contract and unjust enrichment against Tenaris.

Defendants filed a motion to dismiss the complaint, or in the alternative, for summary judgment on March 13, 2007. Plaintiff filed a motion for partial summary judgment on the same date. On January 25, 2008, Law Debenture Trust Company of New York, (as successor to The Bank of New York as trustee under the Indenture) was substituted for The Bank of New York as plaintiff. On October 15, 2008, the court denied Law Debenture’s motion for partial summary judgment and granted defendants’ motion for summary judgment dismissing the complaint in its entirety. On November 20, 2008, Law Debenture filed a notice of appeal in the United States Court of Appeals for the Second Circuit. Law Debenture’s opening brief on appeal was filed on March 30, 2009, the brief for Maverick and Tenaris was filed on May 28, 2009 and Law Debenture’s reply brief was filed on June 28, 2009. The case has not yet been scheduled for oral arguments.

Tenaris believes that these claims are without merit. Accordingly, no provision was recorded in these Consolidated Condensed Interim Financial Statements. Were plaintiff to prevail, Tenaris estimates that the recovery would be approximately $50 million, plus interest.

 
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 ARS87 million (approximately $23 million) at June 30, 2009, in taxes and penalties. Based on the views of Siderca’s tax advisors, 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.

Customer Claim
 
A lawsuit was filed on September 6, 2007, against three Tenaris’ subsidiaries, alleging negligence, gross negligence and intentional acts characterized as fraudulent inducement concerning allegedly defective well casing. Plaintiff alleged the complete loss of one natural gas production well and formation damage that precludes further exploration and production at the well site and sought compensatory and punitive damages of $25 million. The lawsuit was subsequently amended to add the Company and other of its subsidiaries as defendants and to change the claims to be breach of contract and fraud. On October 22, 2008, the Plaintiff again amended its petition to add new counts (including strict liability) and increase its prayer for damages to $245 million, plus punitive damages, treble damages and attorney fees. Each petition was tendered to a Tenaris subsidiary insurer, and the Tenaris subsidiary received the insurer’s agreement to provide a defense. The insurer reserved its rights with respect to its indemnity obligations and made an offer for coverage that the Tenaris subsidiary considers insufficient. On July 20, 2009 the lawsuit was settled for an amount of $15 million and thus a Tenaris subsidiary recorded a provision of $12.7 million in addition to the previously recorded of $2.3 million and according to IAS 37, no expected reimbursement from the insurer has been registered yet. As of the date of these Consolidated Condensed Interim Financial Statements, the insurer is not participating in this settlement, and the Tenaris subsidiary has initiated legal proceedings against the insurer.
 
 
 
29

Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

 
 
Ongoing investigation

The Company has learned from one of its customers in Central Asia that certain sales agency payments made by one of the Company’s subsidiaries may have improperly benefited employees of the customer and other persons. These payments may have violated certain applicable laws, including the U.S. FCPA. The Audit Committee of the Company’s Board of Directors has engaged external counsel in connection with a review of these payments and related matters, and the Company has voluntarily notified the U.S. Securities and Exchange Commission and the U.S. Department of Justice. The Company will share the results of this review with the appropriate regulatory agencies, and will cooperate with any investigations that may be conducted by such agencies. At this time, the Company cannot predict the outcome of these matters or estimate the range of potential loss or extent of risk, if any, to the Company’s business that may result from resolution of these matters.

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. As a result of current global downturn and the lower level of steel coil purchases planned for future months, the Tenaris company has negotiated and obtained from Nucor a waiver of the monthly committed volumes. The Company is reviewing its steel purchasing requirements with Nucor each quarter, therefore, the current waiver of monthly commitments is valid until September 30, 2009.

·  
A Tenaris company is a party to a ten-year raw material purchase contract with QIT, under which it committed to purchase steel bars, with deliveries starting in July 2007. The estimated aggregate amount of the contract at current prices is approximately $277.7 million. The contract allows the Tenaris company to claim lower commitments in market downturns and severe market downturns subject to certain limitations.

·  
A Tenaris company is a party to a contract with SMS Meer GmbH for the purchase of equipment, engineering, training and other services related to the equipment for an outstanding amount of approximately EUR84.7 (approximately $119.7 million). The Tenaris company may terminate the contract at any time paying a cancellation fee in the amount of EUR48.0 million (approximately $67.8 million).

·  
A Tenaris company is a party to transportation capacity agreements with Transportadora de Gas del Norte S.A. for purchasing capacity of 1,000,000 cubic meters per day until 2017. As of June 30, 2009, the outstanding value of this commitment was approximately $29.2 million. The Tenaris company also expects to obtain additional gas transportation capacity of 315,000 cubic meters per day until 2027. This additional commitment is subject to completion of the enlargement of certain pipelines in Argentina.
 
·  
A Tenaris company is a party to a contract with Siderar for the supply of steam generated at the power generation facility owned by Tenaris in San Nicolas, Argentina. Under this contract, the Tenaris company is required to provide 250 tn/hour of steam and Siderar has the obligation to take or pay this volume. The contract terminates in 2018.
 
Restrictions to the distribution of profits and payment of dividends

As of December 31, 2008, shareholders' equity as defined under Luxembourg law and regulations consisted of:
 
 
 
 
30

Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009
 

(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, 2008
3,174,932
Total shareholders equity in accordance with Luxembourg law
5,083,256

 
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, 2008, this reserve is fully allocated and additional allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.

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

At December 31, 2008, retained earnings and result for the financial period of Tenaris under Luxembourg law totals $3.2 billion, as detailed below.

(all amounts in thousands of U.S. dollars)                                                                                                                     
Retained earnings at December 31, 2007 under Luxembourg law
2,399,973
Dividends received
1,338,868
Other income and expenses for the year ended December 31, 2008
(115,305)
Dividends paid
(448,604)
Retained earnings at December 31, 2008 under Luxembourg law
3,174,932

11           Business combinations and other acquisitions
 
(a) Tenaris acquired control of Seamless Pipe Indonesia Jaya
 
In April 2009, Tenaris completed the acquisition from Bakrie & Brothers TbK, Green Pipe International Limited and Cakrawala Baru of a 77.45% holding in Seamless Pipe Indonesia Jaya (“SPIJ”), an Indonesian OCTG processing business with heat treatment and premium connection threading facilities, for a purchase price of $69.5 million, with $21.9 million being payable as consideration for SPIJ's equity and $47.6 million as consideration for the assignment of certain sellers' loan to SPIJ. Tenaris began consolidating SPIJ’s balance sheet and results of operations since its acquisition date.


11           Business combinations and other acquisitions  (Cont.)

(b) Minority Interest

During the six-month period ended June 30, 2009, additional shares of Confab and Dalmine were acquired from minority shareholders for approximately $9.5 million.
 
The assets and liabilities provisionally determined arising from the acquisitions are as follows:
 
   
Six month period ended June 30, 2009
 
       
Other assets and liabilities (net)
    (1,309 )
Property, plant and equipment
    24,123  
Net assets acquired
    22,814  
Minority interest
    3,121  
Sub-total
    25,935  
Assumed liabilities
    47,600  
Sub-total
    73,535  
Cash-acquired
    5,501  
Purchase consideration
    79,036  
 
 
 
 
 
31

Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009
 
 
The businesses acquired as of June 30, 2009 contributed revenues of $33.0 million and an operating income of $1.2 million.


12           Discontinued operations

Nationalization of Venezuelan Subsidiaries

The results of operations and cash flows generated by the Venezuelan Companies are presented as discontinued operations in these Consolidated Condensed Interim Financial Statements. For further information see Note 14.

 Sale of Hydril pressure control business

On April 1, 2008, Tenaris sold to General Electric Company (GE) the pressure control business included as part of the acquisition of Hydril Company undertaken on May 2007. The pressure control business was sold, for an amount equivalent on a debt-free basis to $1,114 million. The result of this transaction was an after-tax gain of $394.3 million, calculated as the net proceeds of the sale less the book value of net assets held for sale, the corresponding tax effect and related expenses.

Analysis of the result of discontinued operations

(i) Income for discontinued operations

(all amounts in thousands of U.S. dollars)
 
Six-month period ended June 30,
 
   
2009
   
2008
 
   
(Unaudited)
 
Gross (loss) profit
    (13,308 )     64,055  
Operating (loss) income
    (23,027 )     37,033  
After tax gain on the sale of pressure control business
    -       394,323  
Result for discontinued operations
    (28,138 )     416,906  
                 


(ii) Net cash flows attributable to discontinued operations

Cash flows provided by operating activities in 2009 amounted to $1.8 million. Cash flow used in investing activities amounted to $0.8. Cash flow provided by financing activities amounted to $5.3. These amounts were estimated only for disclosure purposes, as cash flows from these discontinued operations were not managed separately from other cash flows.

Cash and cash equivalents from discontinued operations increased by $6.3 million in 2009.

Cash flows provided by operating activities in 2008 amounted to $28.8 million. Cash flow used in investing activities amounted to $5.6 million. Cash flow provided by financing activities amounted to $4.8. These amounts were estimated only for disclosure purposes, as cash flows from these discontinued operations were not managed separately from other cash flows.

Cash and cash equivalents from discontinued operations increased by $28.0 million in 2008.


13           Related party transactions

Based on the information most recently available to the Company, as of  June 30, 2009:  
 
·  
San Faustin N.V. owned 713,605,187 shares in the Company, representing 60.45% of the Company’s capital and voting rights.
·  
San Faustín N.V. owned all of its shares in the Company through its wholly-owned subsidiary I.I.I. Industrial Investments Inc.
 
 
 
32

Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009
 
 
·  
Rocca & Partners S.A. controlled a significant portion of the voting power of San Faustín N.V. and had the ability to influence matters affecting, or submitted to a vote of the shareholders of San Faustín N.V., such as the election of directors, the approval of certain corporate transactions and other matters concerning the company’s policies.
·  
There were no controlling shareholders for Rocca & Partners S.A.
·  
Tenaris’s directors and executive officers as a group owned 0.17% of the Company’s outstanding shares, while the remaining 39.38% were publicly traded.
 

At June 30, 2009, the closing price of Ternium S.A. (“Ternium”) ADS as quoted on the New York Stock Exchange was $17.26 per ADS, giving Tenaris’s ownership stake a market value of approximately $396.5 million. At June 30, 2009, the carrying value of Tenaris’s ownership stake in Ternium was approximately $553.4 million.

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 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, 2009
     
   
Associated (1)
Other
Total
 (i)
Transactions (3)
     
 
(a) Sales of goods and services
     
 
Sales of goods
8,789
60,150
68,939
 
Sales of services
7,134
2,795
9,929
   
15,923
62,945
78,868
 
(b) Purchases of goods and services
     
 
Purchases of goods
20,611
6,313
26,924
 
Purchases of services
48,670
32,849
81,519
   
69,281
39,162
108,443

                                                   
     
    (Unaudited)
 
 
Six month period ended June 30, 2008
     
   
Associated (2)
Other
Total
(i)
Transactions (4)
     
 
(a) Sales of goods and services
     
 
Sales of goods
32,893
17,365
50,258
 
Sales of services
11,711
1,985
13,696
   
44,604
19,350
63,954
         
 
(b) Purchases of goods and services
     
 
Purchases of goods
45,501
7,460
52,961
 
Purchases of services
55,390
31,818
87,208
   
100,891
39,278
140,169
 
 
 
 
33

Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

 
            
     
 (Unaudited)
 
 
At June 30, 2009
     
   
Associated (1)
Other
Total
(ii)
Period-end balances
     
 
(a) Arising from sales / purchases of goods / services
     
 
Receivables from related parties
20,607
14,674
35,281
 
Payables to related parties
(28,282)
(5,354)
(33,636)
   
(7,675)
9,320
1,645
         
 
(b) Financial debt
     
 
Borrowings
(1,621)
 -
(1,621)
 
 
 
At December 31, 2008
     
   
Associated (1)
Other
Total
(ii)
Year-end balances
     
 
(a) Arising from sales / purchases of goods / services
     
 
Receivables from related parties
50,137
15,504
65,641
 
Payables to related parties
(44,470)
(5,974)
(50,444)
   
5,667
9,530
15,197
         
 
(b) Financial debt
     
 
Borrowings
(2,294)
 -
(2,294)
(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”) and Hydril Jindal International Private Ltd (“Hydril Jindal”).
(2) Includes Ternium, Condusid, Finma, Lomond, Socotherm, Hydril Jindal and TMK – Hydril JV.
(3) Includes $2.5 million of puchases of nationalized Venezuelan subsidiaries.
(4) Includes $12.9 million of sales and $6.6 million of puchases of nationalized Venezuelan subsidiaries.


14        Processes in Venezuela

(a) Investment in Ternium: Sidor nationalization process
 
On May 7, 2009, Ternium completed the transfer of its entire 59.7% interest in Sidor to CVG. The transfer was effected as a result of Venezuela’s Decree Law 6058, which ordered that Sidor and its subsidiaries and associated companies be transformed into state-owned enterprises and declared the activities of such companies of public and social interest. While CVG had assumed operational control of Sidor on July 12, 2008, Ternium had retained formal title over the shares until May 7, 2009. Ternium agreed to receive an aggregate amount of $1.97 billion as compensation for its Sidor shares. Of that amount, CVG paid $400 million in cash on May 7, 2009. The balance was divided in two tranches: the first tranche, of $945 million, will be paid in six equal quarterly installments, while the second tranche will be paid at maturity in November 2010, subject to quarterly mandatory prepayment events based on the increase of the WTI crude oil price over its May 6, 2009 level.

(b) Nationalization of Venezuelan Subsidiaries

Within the framework of Decree Law 6058, on May 22, 2009, 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 Siderurgicos S.A (“Matesi”), and Complejo Siderurgico de Guayana, C.A (“Comsigua”), in which the Company has a minority interest (collectively, “the Venezuelan Companies”). On May 25, 2009, the Minister of Basic Industries and Mines of Venezuela (“MIBAM”) issued official communications N°230/09 and 231/09, appointing the MIBAM’s representatives to the transition committees charged with overseeing the nationalization processes of Tavsa and Matesi. On May 29, 2009, the Company sent response letters to the MIBAM acknowledging the Venezuelan government’s decision to nationalize Tavsa and Matesi, appointing its representatives to the transition committees, and reserving all of its rights under contracts, investment treaties and Venezuelan and international law and the right to submit any controversy between the Company or its subsidiaries and Venezuela relating to Tavsa and Matesi’s nationalization to international arbitration, including arbitration administered by ICSID.

On July 14, 2009, President Chávez issued Decree 6796, which orders the acquisition of the Venezuelan Companies and provides that Tavsa will be held by the Ministry of Energy and Oil, while Matesi and Comsigua will be held by MIBAM. Decree 6796 also requires 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 fail to reach agreement by the expiration of the 60-day period (or any extension thereof), the applicable Ministry will assume control and exclusive operation of the relevant Venezuelan Company, and the Executive Branch will order their expropriation in accordance with the Venezuelan Expropriation Law. The Decree also specifies that all facts and activities there under are subject to Venezuelan law and any disputes relating thereto must submitted to Venezuelan courts.
 
 
 
34

Tenaris S.A - Half-year report 2009
Consolidated Condensed Interim Financial Statements for the six-month period ended June 30, 2009

 
The Company’s investments in Tavsa, Matesi and Comsigua are protected under applicable bilateral investment treaties, including the bilateral investment treaty between Venezuela and the Belgian-Luxembourgish Union, and, as noted above, Tenaris continues to reserve all of its rights under contracts, investment treaties and Venezuelan and international law, and to consent to the jurisdiction of the ICSID in connection with the nationalization process.

Based on the facts and circumstances described above and following the guidance set forth by IAS 27, the Company ceased consolidating the Venezuelan Companies results of operations and cash flows 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.

(b) Nationalization of Venezuelan Subsidiaries (Cont.)

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.

In addition to the disclosed amounts, Tenaris subsidiaries have also net receivables with the Venezuelan Companies as of June 30, 2009 for a total amount of $25.4 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.



 
   /s/ Ricardo Soler
   
  Ricardo Soler
  Chief Financial Officer


 
35

 

Corporate Information
 


Registered Office

46A, avenue John F. Kennedy
L-1855 Luxembourg
(352) 26 47 89 78 tel
(352) 26 47 89 79 fax


 
 Principal Offices  
 Av. L. N. Alem 1067 27th Floor  2200 West Loop South, Suite 800
 (C1001AAF) Buenos Aires, Argentina  Houston, TX 77027, USA
 (54) 11 4018 4100 tel  (1) 713 767 4400 tel
 (54) 11 4018 1000 fax  (1) 713 767 4444 fax
   
 Piazza Caduti 6 Luglio 1944, 1  Edificio Parque Reforma
 24044 Dalmine (Bergamo), Italy  Campos Elíseos 400 17th Floor
 (39) 035 560 1111 tel  11560 Mexico, D.F.
 (39) 035 560 3827 fax  (52) 55 5282 9900 tel
   (52) 55 5282 9961 fax
   
 
INVESTOR INFORMATION
 
Investor Relations Director
Giovanni Sardagna
 
 Phones  General Inquiries
 USA 1 888 300 5432  investors@tenaris.com
 Argentina (54) 11 4018 2928  
 Italy (39) 02 4384 7654  
 Mexico (52) 55 5282 9929  
 
 
 Stock Information  ADS Depositary Bank
 New York Stock Exchange (TS)  The Bank of New York
 Mercato Telematico Azionario (TEN)  CUSIP No. 88031M019
 Mercado de Valores de Buenos Aires (TS)  
 Bolsa Mexicana de Valores, S.A. de C.V. (TS)  
 
Internet
www.tenaris.com


 
 

36



-----END PRIVACY-ENHANCED MESSAGE-----