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 February 26, 2013



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' Consolidated Financial Statements for the years ended December 31, 2012, 2011 and 2010.

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: February 26, 2013



Tenaris, S.A.




By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary

 
 

 

 




TENARIS S.A.







CONSOLIDATED
FINANCIAL STATEMENTS



For the years ended December 31, 2012, 2011 and 2010














29, Avenue de la Porte-Neuve – 3rd Floor.
L – 2227 Luxembourg
 
 
 

 
 
CONSOLIDATED INCOME STATEMENT

(all amounts in thousands of U.S. dollars, unless otherwise stated)
       
Year ended December 31,
 
   
Notes
   
2012
   
2011
   
2010
 
Continuing operations
                       
Net sales
    1       10,834,030       9,972,478       7,711,598  
Cost of sales
    2       (6,637,293 )     (6,273,407 )     (4,748,767 )
Gross profit
            4,196,737       3,699,071       2,962,831  
Selling, general and administrative expenses
    3       (1,883,789 )     (1,859,240 )     (1,522,410 )
Other operating income
    5       71,380       11,541       85,658  
Other operating expenses
    5       (27,721 )     (6,491 )     (7,029 )
Operating income
            2,356,607       1,844,881       1,519,050  
Interest income
    6       33,459       30,840       32,855  
Interest expense
    6       (55,507 )     (52,407 )     (64,103 )
Other financial results
    6       (28,056 )     11,268       (21,305 )
Income before equity in earnings of associated companies and income tax
            2,306,503       1,834,582       1,466,497  
Equity in (losses) earnings of associated companies
    7       (63,534 )     61,509       70,057  
Income before income tax
            2,242,969       1,896,091       1,536,554  
Income tax
    8       (541,558 )     (475,370 )     (395,507 )
Income for the year
            1,701,411       1,420,721       1,141,047  
                                 
Attributable to:
                               
Owners of the parent
            1,699,047       1,331,157       1,127,367  
Non-controlling interests
    27       2,364       89,564       13,680  
              1,701,411       1,420,721       1,141,047  
                                 
Earnings per share attributable to the owners of the parent during year:
                               
Weighted average number of ordinary shares (thousands)
    9       1,180,537       1,180,537       1,180,537  
                                 
Basic and diluted earnings per share (U.S. dollars per share)
    9       1.44       1.13       0.95  
Basic and diluted earnings per ADS (U.S. dollars per ADS)
    9       2.88       2.26       1.91  


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
 
(all amounts in thousands of U.S. dollars)
 
Year ended December 31,
 
   
2012
   
2011
   
2010
 
                   
Income for the year
    1,701,411       1,420,721       1,141,047  
Other comprehensive income:
                       
Currency translation adjustment
    (4,547 )     (325,792 )     108,184  
Changes in the fair value of derivatives held as cash flow hedges
    5,631       983       7,649  
Share of other comprehensive income of associates:
                       
 - Currency translation adjustment
    (108,480 )     (43,278 )     11,413  
 - Changes in the fair value of derivatives held as cash flow hedges
    2,078       730       1,049  
Income tax relating to components of other comprehensive income (*)
    (618 )     (2,231 )     (3,316 )
Other comprehensive income for the year, net of tax
    (105,936 )     (369,588 )     124,979  
Total comprehensive income for the year
    1,595,475       1,051,133       1,266,026  
                         
Attributable to:
                       
Owners of the parent
    1,598,910       1,010,520       1,211,945  
Non-controlling interests
    (3,435 )     40,613       54,081  
      1,595,475       1,051,133       1,266,026  
 (*) Relates to cash flow hedges.
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
- 1 -

 
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION

(all amounts in thousands of U.S. dollars)
       
At December 31, 2012
   
At December 31, 2011
 
   
Notes
             
ASSETS
                             
Non-current assets
                             
  Property, plant and equipment, net
    10       4,434,970             4,053,653        
  Intangible assets, net
    11       3,199,916             3,375,930        
  Investments in associated companies
 
12 & 27
      983,061             670,248        
  Other investments
    13       2,603             2,543        
  Deferred tax assets
    21       214,199             234,760        
  Receivables
    14       142,060       8,976,809       133,280       8,470,414  
Current assets
                                       
  Inventories
    15       2,985,805               2,806,409          
  Receivables and prepayments
    16       260,532               241,801          
  Current tax assets
    17       175,562               168,329          
  Trade receivables
    18       2,070,778               1,900,591          
  Available for sale assets
    31       21,572               21,572          
  Other investments
    19       644,409               430,776          
  Cash and cash equivalents
    19       828,458       6,987,116       823,743       6,393,221  
Total assets
                    15,963,925               14,863,635  
EQUITY
                                       
Capital and reserves attributable to owners of the parent
                    11,388,016               10,506,227  
Non-controlling interests
    27               172,310               666,716  
Total equity
                    11,560,326               11,172,943  
LIABILITIES
                                       
Non-current liabilities
                                       
  Borrowings
    20       532,407               149,775          
  Deferred tax liabilities
    21       749,235               828,545          
  Other liabilities
    22(i)       225,398               233,653          
  Provisions
 
23 (ii)
      67,185               72,975          
  Trade payables
            -       1,574,225       2,045       1,286,993  
Current liabilities
                                       
  Borrowings
    20       1,211,785               781,101          
  Current tax liabilities
    17       254,603               326,480          
  Other liabilities
 
22 (ii)
      318,828               305,214          
  Provisions
 
24 (ii)
      26,958               33,605          
  Customer advances
            134,010               55,564          
  Trade payables
            883,190       2,829,374       901,735       2,403,699  
Total liabilities
                    4,403,599               3,690,692  
Total equity and liabilities
                    15,963,925               14,863,635  
Contingencies, commitments and restrictions to the distribution of profits are disclosed in Note 26.
 

The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
- 2 -

 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(all amounts in thousands of U.S. dollars)

   
Attributable to owners of the parent
                   
   
Share
Capital (1)
   
Legal
 Reserves
   
Share
 Premium
   
Currency Translation Adjustment
   
Other
 Reserves
   
Retained Earnings (2)
   
Total
   
Non-controlling interests
   
Total
 
                                                       
Balance at January 1, 2012
    1,180,537       118,054       609,733       (211,366 )     9,688       8,799,581       10,506,227       666,716       11,172,943  
                                                                         
Income for the year
    -       -       -       -       -       1,699,047       1,699,047       2,364       1,701,411  
Currency translation adjustment
    -       -       -       2,421       -       -       2,421       (6,968 )     (4,547 )
Hedge reserve, net of tax
    -       -       -       -       3,925       -       3,925       1,088       5,013  
Share of other comprehensive income of associates
    -       -       -       (108,480 )     1,997       -       (106,483 )     81       (106,402 )
Other comprehensive income for the year
    -       -       -       (106,059 )     5,922       -       (100,137 )     (5,799 )     (105,936 )
Total comprehensive income for the year
    -       -       -       (106,059 )     5,922       1,699,047       1,598,910       (3,435 )     1,595,475  
Acquisition and increase of non-controlling interests (*)
    -       -       -       -       (268,517 )     -       (268,517 )     (490,066 )     (758,583 )
Dividends paid in cash
    -       -       -       -       -       (448,604 )     (448,604 )     (905 )     (449,509 )
Balance at December 31, 2012
    1,180,537       118,054       609,733       (317,425 )     (252,907 )     10,050,024       11,388,016       172,310       11,560,326  
 
(1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of $1.00 per share. As of December 31, 2012 there were 1,180,536,830 shares issued. All issued shares are fully paid.
 
(2) The Distributable Reserve and Retained Earnings calculated according to Luxembourg Law are disclosed in Note 26.

(*) See Note 27.

The accompanying notes are an integral part of these Consolidated Financial Statements.

 
- 3 -

 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Cont.)
(all amounts in thousands of U.S. dollars)

   
Attributable to owners of the parent
                   
   
Share Capital (1)
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings
   
Total
   
Non-controlling interests
   
Total
 
                                                       
Balance at January 1, 2011
    1,180,537       118,054       609,733       108,419       15,809       7,869,807       9,902,359       648,221       10,550,580  
                                                                         
Income for the year
    -       -       -       -       -       1,331,157       1,331,157       89,564       1,420,721  
Currency translation adjustment
    -       -       -       (276,507 )     -       -       (276,507 )     (49,285 )     (325,792 )
Hedge reserve, net of tax
    -       -       -       -       (1,582 )     -       (1,582 )     334       (1,248 )
Share of other comprehensive income of associates
    -       -       -       (43,278 )     730       -       (42,548 )     -       (42,548 )
Other comprehensive income for the year
    -       -       -       (319,785 )     (852 )     -       (320,637 )     (48,951 )     (369,588 )
Total comprehensive income for the year
    -       -       -       (319,785 )     (852 )     1,331,157       1,010,520       40,613       1,051,133  
Acquisition and increase of non-controlling interests
    -       -       -       -       (1,930 )     -       (1,930 )     577       (1,353 )
Treasury shares held by associated companies
    -       -       -       -       (3,339 )     -       (3,339 )     -       (3,339 )
Dividends paid in cash
    -       -       -       -       -       (401,383 )     (401,383 )     (22,695 )     (424,078 )
Balance at December 31, 2011
    1,180,537       118,054       609,733       (211,366 )     9,688       8,799,581       10,506,227       666,716       11,172,943  
 
   
Attributable to owners of the parent
             
   
Share Capital (1)
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings
   
Total
   
Non-controlling interests
   
Total
 
                                                       
Balance at January 1, 2010
    1,180,537       118,054       609,733       29,533       10,484       7,143,823       9,092,164       628,672       9,720,836  
                                                                         
Income for the year
    -       -       -       -       -       1,127,367       1,127,367       13,680       1,141,047  
Currency translation adjustment
    -       -       -       67,473       -       -       67,473       40,711       108,184  
Hedge reserve, net of tax
    -       -       -       -       4,643       -       4,643       (310 )     4,333  
Share of other comprehensive income of associates
    -       -       -       11,413       1,049       -       12,462       -       12,462  
Other comprehensive income for the year
    -       -       -       78,886       5,692       -       84,578       40,401       124,979  
Total comprehensive income for the year
    -       -       -       78,886       5,692       1,127,367       1,211,945       54,081       1,266,026  
Acquisition and increase of non-controlling interests
    -       -       -       -       (367 )     -       (367 )     (2,651 )     (3,018 )
Dividends paid in cash
    -       -       -       -       -       (401,383 )     (401,383 )     (31,881 )     (433,264 )
Balance at December 31, 2010
    1,180,537       118,054       609,733       108,419       15,809       7,869,807       9,902,359       648,221       10,550,580  
 
 (1) The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of $1.00 per share. As of December 31, 2011 and 2010 there were 1,180,536,830 shares issued. All issued shares are fully paid.
 
The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
- 4 -

 
 
CONSOLIDATED STATEMENT OF CASH FLOWS

(all amounts in thousands of U.S. dollars)
       
Year ended December 31,
 
   
Notes
   
2012
   
2011
   
2010
 
Cash flows from operating activities
                       
Income for the year
          1,701,411       1,420,721       1,141,047  
Adjustments for:
                             
Depreciation and amortization
 
10 & 11
      567,654       554,345       506,902  
Income tax accruals less payments
 
28 (ii)
      (160,951 )     120,904       (25,447 )
Equity in losses (earnings) of associated companies
    7       63,534       (61,509 )     (70,057 )
Interest accruals less payments, net
 
28 (iii)
      (25,305 )     (24,880 )     17,700  
Changes in provisions
            (12,437 )     (2,443 )     (364 )
Impairment reversal
    5       -       -       (67,293 )
Changes in working capital
    28(i)       (303,012 )     (649,640 )     (676,582 )
Other, including currency translation adjustment
            29,519       (74,194 )     44,914  
Net cash provided by operating activities
            1,860,413       1,283,304       870,820  
                                 
Cash flows from investing activities
                               
Capital expenditures
 
10 & 11
      (789,731 )     (862,658 )     (847,316 )
Acquisitions of subsidiaries and associated companies
    27       (510,825 )     (9,418 )     (302 )
Increase due to sale of associated company
    12       3,140       -       -  
Proceeds from disposal of property, plant and equipment and intangible assets
            8,012       6,431       9,290  
Dividends and distributions received from associated companies
    12       18,708       17,229       14,034  
Changes in investments in short terms securities
            (213,633 )     245,448       (96,549 )
Net cash used in investing activities
            (1,484,329 )     (602,968 )     (920,843 )
                                 
Cash flows from financing activities
                               
Dividends paid
    9       (448,604 )     (401,383 )     (401,383 )
Dividends paid to non-controlling interest in subsidiaries
            (905 )     (22,695 )     (31,881 )
Acquisitions of non-controlling interests
    27       (758,583 )     (16,606 )     (3,018 )
Proceeds from borrowings
            2,054,090       726,189       647,608  
Repayments of borrowings
            (1,271,537 )     (953,413 )     (862,921 )
Net cash used in financing activities
            (425,539 )     (667,908 )     (651,595 )
                                 
(Decrease) / Increase in cash and cash equivalents
            (49,455 )     12,428       (701,618 )
Movement in cash and cash equivalents
                               
At the beginning of the year
            815,032       820,165       1,528,707  
Effect of exchange rate changes
            7,079       (17,561 )     (6,924 )
(Decrease) / Increase in cash and cash equivalents
            (49,455 )     12,428       (701,618 )
At December 31,
 
28 (iv)
      772,656       815,032       820,165  
                                 
           
At December 31,
 
Cash and cash equivalents
            2012       2011       2010  
Cash and bank deposits
    19       828,458       823,743       843,861  
Bank overdrafts
    20       (55,802 )     (8,711 )     (23,696 )
              772,656       815,032       820,165  

The accompanying notes are an integral part of these Consolidated Financial Statements.
 
 
- 5 -

 
 
INDEX TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
I.
GENERAL INFORMATION
IV.
OTHER NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
   
1
Segment information
II.
ACCOUNTING POLICIES (“AP”)
2
Cost of sales
A
Basis of presentation
3
Selling, general and administrative expenses
B
Group accounting
4
Labor costs (included in Cost of sales and in Selling, general and administrative expenses)
C
Segment information
5
Other operating items
D
Foreign currency translation
6
Financial results
E
Property, plant and equipment
7
Equity in (losses) earnings of associated companies
F
Intangible assets
8
Income tax
G
Impairment of non financial assets
9
Earnings and dividends per share
H
Other investments
10
Property, plant and equipment, net
I
Inventories
11
Intangible assets, net
J
Trade and other receivables
12
Investments in associated companies
K
Cash and cash equivalents
13
Other investments - non current
L
Equity
14
Receivables - non current
M
Borrowings
15
Inventories
N
Current and Deferred income tax
16
Receivables and prepayments
O
Employee benefits
17
Current tax assets and liabilities
P
Provisions
18
Trade receivables
Q
Trade payables
19
Other investments and Cash and cash equivalents
R
Revenue recognition
20
Borrowings
S
Cost of sales and sales expenses
21
Deferred income tax
T
Earnings per share
22
Other liabilities
U
Financial instruments
23
Non-current allowances and provisions
   
24
Current allowances and provisions
   
25
Derivative financial instruments
   
26
Contingencies, commitments and restrictions on the distribution of profits
   
27
Business combinations and other acquisitions
III.
FINANCIAL RISK MANAGEMENT
28
Cash flow disclosures
   
29
Related party transactions
A
Financial Risk Factors
30
Principal subsidiaries
B
Financial instruments by category
31
Nationalization of Venezuelan Subsidiaries
C
Fair value hierarchy
32
Fees paid to the Company's principal accountant
D
Fair value estimation
33
Subsequent event
E
Accounting for derivative financial instruments and hedging activities
   
 
 
- 6 -

 
 
I. GENERAL INFORMATION
 
Tenaris S.A. (the "Company") was established as a public limited liability company (Societé Anonyme) under the laws of the Grand-Duchy of Luxembourg on December 17, 2001. The Company holds, either directly or indirectly, controlling interests in various subsidiaries in the steel pipe manufacturing and distribution businesses. References in these Consolidated Financial Statements to “Tenaris” refer to Tenaris S.A. and its consolidated subsidiaries.

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

These Consolidated Financial Statements were approved for issuance by the Company’s board of directors on February 21, 2013.

II. ACCOUNTING POLICIES
 
The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
 
A           Basis of presentation
 
The Consolidated Financial Statements of Tenaris have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) and adopted by the European Union, under the historical cost convention, as modified by the revaluation of financial assets and liabilities (including derivative instruments) at fair value through profit or loss. The Consolidated Financial Statements are, unless otherwise noted, presented in thousands of U.S. dollars (“$”).

Whenever necessary, certain comparative amounts have been reclassified to conform to changes in presentation in the current year.

Under Mexican law, the Company’s Mexican subsidiaries are required to pay to their employees an annual benefit calculated on a similar basis to that used for local income tax purposes. Employee statutory profit sharing is recorded in current other liabilities in the Consolidated Statement of Financial Position. Effective January 1, 2012, the Mexican employee statutory profit sharing provision has been included as part of labor cost (approximately $43.8 million and $48.0 million in Cost of sales and $6.0 million and $6.5 million in Selling, general and administrative expenses, respectively, for the years ended December 31, 2011 and December 31, 2010 respectively), while in the past was part of the Income tax line and reclassified for comparative purposes.

The preparation of Consolidated 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 at the reporting dates, and the reported amounts of revenues and expenses during the reporting years. Actual results may differ from these estimates.

(1)  
New and amended standards effective in 2012 and relevant for Tenaris
 
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on January 1, 2012 that have a material impact on Tenaris.
 
(2)  
New standards, interpretations and amendments to published standards that are not yet effective and have not been early adopted

§  
International Accounting Standard (“IAS”) 1 (amended 2012), “Presentation of financial statements”

In June 2011, the IASB issued IAS 1 (amended 2011), “Presentation of financial statements”. The amendment requires entities to separate items presented in Other Comprehensive Income into two groups, based on whether or not they may be recycled to profit or loss in the future.  IAS 1 (amended 2011) must be applied for annual periods beginning on or after July 1, 2012.
 
 
- 7 -

 
 
A           Basis of presentation (Cont.)
 
(2)  
New standards, interpretations and amendments to published standards that are not yet effective and have not been early adopted (Cont.)

§  
IAS 19 (amended 2011), “Employee benefits”

In June 2011, the IASB issued IAS 19 (amended 2011), “Employee benefits”, which makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits. IAS 19 (amended 2011) must be applied for annual periods beginning on or after January 1, 2013.

The Company has not early adopted the IAS 19 revised. The impact of adoption as of January 1, 2013, on the change in value of the pension plans is expected to be an approximately $69 million increase in the present value of funded and unfunded obligations, with the corresponding impact recognized in equity.

§  
IFRS 9, “Financial Instruments”

In November 2009 and October 2010, the IASB issued IFRS 9 “Financial Instruments” which establishes principles for the financial reporting of financial assets by simplifying their classification and measurement.

This standard is applicable for annual periods beginning on or after January 1, 2015. Earlier application is not permitted for entities that prepare financial statements in accordance with IFRS as adopted by the EU, since the standard is not yet adopted by the EU.

§  
IFRS 10, “Consolidated financial statements”

In May 2011, the IASB issued IFRS 10, “Consolidated financial statements”. IFRS 10 replaces all of the guidance on control and consolidation in IAS 27 and SIC-12. IFRS 10 must be applied for annual periods beginning on or after January 1, 2013.

§  
IFRS 12, “Disclosures of interest in other entities”

In May 2011, the IASB issued IFRS 12, “Disclosures of interest in other entities”. This standard includes the disclosure requirements for all forms of interest in other entities. IFRS 12 must be applied for annual periods beginning on or after January 1, 2013.

§  
IFRS 13, “Fair value measurement”

In May 2011, the IASB issued IFRS 13, “Fair value measurement”. IFRS 13 explains how to measure fair value and aims to enhance fair value disclosures. IFRS 13 must be applied for annual periods beginning on or after January 1, 2013.

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

Management assessed the relevance of other new standards, amendments or interpretations not yet effective and concluded that they are not relevant to Tenaris.

B           Group accounting
 
(1)           Subsidiaries and transactions with non-controlling interests

Subsidiaries are all entities which are controlled by Tenaris as a result of its ability to govern an entity’s financial and operating policies generally accompanying a shareholding of more than 50% of the voting rights. Subsidiaries are consolidated from the date on which control is exercised by the Company and are no longer consolidated from the date control ceases.

 
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B           Group accounting (Cont.)
 
(1)           Subsidiaries and transactions with non-controlling interests (Cont.)

The purchase method of accounting is used to account for the acquisition of subsidiaries by Tenaris. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any non-controlling interest in the acquiree is measured either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Consolidated Income Statement.
 
The Company accounts for transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Company. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
 
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 Income Statement under Other financial results.

See Note 30 for the list of the principal subsidiaries.

 (2)           Associates
 
Associates are all entities in which Tenaris has significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for by the equity method of accounting and are initially recognized at cost. The Company’s investment in associates includes goodwill identified in acquisition, net of any accumulated impairment loss.

Unrealized results on transactions between Tenaris and its associated companies are eliminated to the extent of Tenaris’s interest in the associated companies. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the asset transferred. Financial statements of associated companies have been adjusted where necessary to ensure consistency with IFRS.

The Company’s pro-rata share of earnings in associates is recorded in the Consolidated Income Statement under Equity in earnings of associated companies. The Company’s pro-rata share of changes in other reserves is recognized in the Consolidated Statement of Changes in Equity under Other Reserves.

At December 31, 2012, Tenaris holds 11.46% of Ternium’s common stock (including treasury shares). The following factors and circumstances evidence that Tenaris has significant influence (as defined by IAS 28, “Investments in Associates”) over Ternium, and as a result the Company’s investment in Ternium has been accounted for under the equity method:
 
§  
Both the Company and Ternium are under the indirect common control of San Faustin S.A.;
§  
Four out of the nine members of Ternium’s board of directors (including Ternium’s chairman) are also members of the Company’s board of directors;
§  
Under the shareholders agreement by and between the Company and Techint Holdings S.à r.l, a wholly owned subsidiary of San Faustin S.A. and Ternium’s main shareholder, dated January 9, 2006, Techint Holdings S.à r.l, is required to take actions within its power to cause (a) one of the members of Ternium’s board of directors to be nominated by the Company and (b) any director nominated by the Company to be only removed from Ternium’s board of directors pursuant to previous written instructions of the Company.
 
 
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B           Group accounting (Cont.)
 
(2)           Associates (Cont.)
 
The Company’s investment in Ternium is carried at incorporation cost plus proportional ownership of Ternium’s earnings and other shareholders’ equity accounts. Because the exchange of its holdings in Amazonia and Ylopa for shares in Ternium was considered to be a transaction between companies under common control of San Faustin S.A. (formerly San Faustin N.V.), Tenaris recorded its initial ownership interest in Ternium at $229.7 million, the carrying value of the investments exchanged. This value was $22.6 million less than Tenaris’s proportional ownership of Ternium’s shareholders’ equity at the transaction date. As a result of this treatment, Tenaris’s investment in Ternium will not reflect its proportional ownership of Ternium’s net equity position. Ternium carried out an initial public offering (“IPO”) of its shares on February 1, 2006, listing its ADS on the New York Stock Exchange.

At December 31, 2012, Tenaris holds through its Brazilian subsidiary Confab Industrial S.A. (“Confab”), 5.0% of the shares with voting rights and 2.5% of Usiminas’s total share capital. For the factors and circumstances that evidence that Tenaris has significant influence (as defined by IAS 28, “Investments in Associates”) over Usiminas to account it for under the equity method, see Note 27.
 
Tenaris reviews investments in associated companies for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be recoverable, such as a significant or prolonged decline in fair value below the carrying value.
 
Tenaris carries its investment in Ternium at its proportional equity value, with no additional goodwill or intangible assets recognized. At December 31, 2012, 2011 and 2010, no impairment provisions were recorded on Tenaris’ investment in Ternium.
 
Tenaris carries its investment in Usiminas at its proportional equity value, plus goodwill and intangible assets recognized. At December 31, 2012, an impairment charge was recorded on Tenaris’ investment in Usiminas, see Note 27.
 
C           Segment information
 
Following the acquisition of the non-controlling interests in Confab and its further delisting, the Company has changed its internal organization and therefore combined the Tubes and Projects segment, reported in the Consolidated Financial Statements as of December 31, 2011.

The Projects segment operations mainly comprised the operations of Confab in Brazil. The business in Brazil has changed with the development of the Brazilian offshore pre-salt projects. Historically, most of Projects sales were of line pipe for onshore pipelines and equipment for petrochemical and mining applications, but now, the company is positioning itself as a supplier of mainly OCTG and offshore line pipe, very similar to the rest of the Tubes segment. In order to strengthen Tenaris’s position in Brazil, the Company acquired the non-controlling interest and delisted Confab, changing its internal organization in order to fully integrate the Brazilian operations with the rest of the Tubes operations.

Therefore, as from September 2012, after including the operations of the formerly Projects segment into Tubes, the Company is organized in one major business segment, Tubes, which is also the reportable operating segment.

Additionally, the coiled tubing operations, which were previously included in the Tubes segment and which accounted for 1% of total net sales in 2011, have been reclassified to Others.

The Tubes segment includes the production and sale of both seamless and welded steel tubular products and related services mainly for the oil and gas industry, particularly oil country tubular goods (OCTG) used in drilling operations, and for other industrial applications with production processes that consist in the transformation of steel into tubular products. Business activities included in this segment are mainly dependent on the oil and gas industry worldwide, as this industry is a major consumer of steel pipe products, particularly OCTG used in drilling activities. Demand for steel pipe products from the oil and gas industry has historically been volatile and depends primarily upon the number of oil and natural gas wells being drilled, completed and reworked, and the depth and drilling conditions of these wells. Sales are generally made to end users, with exports being done through a centrally managed global distribution network and domestic sales made through local subsidiaries.
 
 
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C           Segment information (Cont.)
 
Corporate general and administrative expenses have been allocated to the Tubes segment.

Others include all other business activities and operating segments that are not required to be separately reported, including the production and selling of sucker rods, welded steel pipes for electric conduits, industrial equipment, coiled tubing, energy and raw materials that exceed internal requirements.

Tenaris’s Chief Operating Decision Maker (CEO) holds monthly meetings with senior management, in which operating and financial performance information is reviewed, including financial information that differs from IFRS principally as follows:

§  
The use of direct cost methodology to calculate the inventories, while under IFRS it is at full cost, including absorption of production overheads and depreciations.

§  
The use of costs based on previously internally defined cost estimates, while, under IFRS, costs are calculated at historical cost (with the FIFO method).

§  
The sales of energy and surplus raw materials, are considered as lower cost of goods sold, while under IFRS are considered as revenues.

§  
Other timing and no significant differences.

Tenaris groups its geographical information in five areas: North America, South America, Europe, Middle East and Africa, and Far East and Oceania. For purposes of reporting geographical information, net sales are allocated to geographical areas based on the customer’s location; allocation of assets and capital expenditures and associated depreciation and amortization are based on the geographic location of the assets.

D           Foreign currency translation
 
(1)           Functional and presentation currency
 
IAS 21 (revised) defines the functional currency as the currency of the primary economic environment in which an entity operates.

The functional and presentation currency of the Company is the U.S. dollar. The U.S. dollar is the currency that best reflects the economic substance of the underlying events and circumstances relevant to Tenaris global operations.

Tenaris determined that the functional currency of its Argentine subsidiaries (i.e., Siderca S.A.I.C. (“Siderca”) and its subsidiaries in that country) is the U.S. dollar, based on the following principal considerations:

§  
Their sales are mainly negotiated, denominated and settled in U.S. dollars. If priced in a currency other than the U.S. dollar, the sales price considers exposure to fluctuation in the exchange rate versus the U.S. dollar;

§  
The prices of their critical raw materials and inputs are priced and settled in U.S. dollars;

§  
Their net financial assets and liabilities are mainly received and maintained in U.S. dollars;

§  
The exchange rate of Argentina’s legal currency has long-been affected by recurring and severe economic crises.

In addition, the Company’s Colombian subsidiaries and most of its distribution and trading subsidiaries and intermediate holding subsidiaries have the U.S. dollar as their functional currency, reflecting the transaction environment and cash flow of these operations.

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

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

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

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

As a result of these changes in functional currency, a majority of the Company’s subsidiaries other than the Italian and Brazilian have the U.S. dollar as their functional currency.

(2)           Transactions in currencies other than the functional currency
 
Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the date of the transactions or valuation where items are re-measured.
 
At the end of each reporting period: (i) monetary items denominated in currencies other than the functional currency are translated using the closing rates; (ii) non-monetary items that are measured in terms of historical cost in a currency other than the functional currency are translated using the exchange rates prevailing at the date of the transactions; and (iii) non-monetary items that are measured at fair value in a currency other than the functional currency are translated using the exchange rates prevailing at the date when the fair value was determined.
 
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in currencies other than the functional currency are recorded as gains and losses from foreign exchange and included in “Other financial results” in the Consolidated Income Statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. Translation differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the “fair value gain or loss,” while translation differences on non-monetary financial assets such as equities classified as available for sale are included in the “available for sale reserve” in equity. Tenaris had no such assets or liabilities for any of the periods presented.
 
 (3)           Translation of financial information in currencies other than the functional currency
 
Results of operations for subsidiaries whose functional currencies are not the U.S. dollar are translated into U.S. dollars at the average exchange rates for each quarter of the year. Financial Statement positions are translated at the end-of-year exchange rates. Translation differences are recognized in a separate component of equity as currency translation adjustments. In the case of a sale or other disposal of any of such subsidiaries, any accumulated translation difference would be recognized in income as a gain or loss from the sale.

E           Property, plant and equipment
 
Property, plant and equipment are recognized at historical acquisition or construction cost less accumulated depreciation and impairment losses; historical cost includes expenditure that is directly attributable to the acquisition of the items. Property, plant and equipment acquired through acquisitions accounted for as business combinations have been valued initially at the fair market value of the assets acquired.
 
 
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E           Property, plant and equipment (Cont.)
 
Major overhaul and rebuilding expenditures are capitalized as property, plant and equipment only when it is probable that future economic benefits associated with the item will flow to the group and the investment enhances the condition of assets beyond its original condition. The carrying amount of the replaced part is derecognized. Ordinary maintenance expenses on manufacturing properties are recorded as cost of products sold in the year in which they are incurred.

Borrowing costs that are attributable to the acquisition or construction of certain capital assets are capitalized as part of the cost of the asset, in accordance with IAS 23(R) (“Borrowing Costs”). Assets for which borrowing costs are capitalized are those that require a substantial period of time to prepare for their intended use.

Depreciation method is reviewed at each year end. Depreciation is calculated using the straight-line method to depreciate the cost of each asset to its residual value over its estimated useful life, as follows:

 
Land
No Depreciation
 
Buildings and improvements
30-50 years
 
Plant and production equipment
10-40 years
 
Vehicles, furniture and fixtures, and other equipment
     4-10 years

The asset’s residual values and useful lives of significant plant and production equipment are reviewed, and adjusted if appropriate, at each year-end date.

Management’s re-estimation of assets useful lives, performed in accordance with IAS 16 (“Property plant and equipment”), did not materially affect depreciation expenses for 2012.

Tenaris depreciates each significant part of an item of property, plant and equipment for its different production facilities that (i) can be properly identified as an independent component with a cost that is significant in relation to the total cost of the item, and (ii) has a useful operating life that is different from another significant part of that same item of property, plant and equipment.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount of assets and are recognized under Other operating income or Other operating expenses in the Consolidated Income Statement.

F           Intangible assets
 
(1)           Goodwill
 
Goodwill represents the excess of the acquisition cost over the fair value of Tenaris’s share of net identifiable assets acquired as part of business combinations determined mainly by independent valuations. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Goodwill is included on the Consolidated Statement of Financial Position under Intangible assets, net.
 
For the purpose of impairment testing, goodwill is allocated to a subsidiary or group of subsidiaries that are expected to benefit from the business combination which generated the goodwill being tested.
 
(2)           Information systems projects
 
Costs associated with maintaining computer software programs are generally recognized as an expense as incurred. However, costs directly related to the development, acquisition and implementation of information systems are recognized as intangible assets if it is probable they have economic benefits exceeding one year.
 
 
Information systems projects recognized as assets are amortized using the straight-line method over their useful lives, not exceeding a period of 3 years. Amortization charges are mainly classified as Selling, general and administrative expenses in the Consolidated Income Statement.
 
 
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F           Intangible assets (Cont.)
 
 (3)           Licenses, patents, trademarks and proprietary technology
 
Licenses, patents, trademarks, and proprietary technology acquired in a business combination are initially recognized at fair value at the acquisition date. Licenses, patents, proprietary technology and those trademarks that have a finite useful life are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method to allocate the cost over their estimated useful lives, and does not exceed a period of 10 years.
 
The balance of acquired trademarks that have indefinite useful lives according to external appraisal amounts to $86.7 million at December 31, 2012 and 2011. Main factors considered in the determination of the indefinite useful lives, include the years that they have been in service and their recognition among customers in the industry.

 (4)           Research and development

Research expenditures as well as development costs that do not fulfill the criteria for capitalization are recorded as Cost of sales in the Consolidated Income Statement as incurred. Research and development expenditures included in Cost of sales for the years 2012, 2011 and 2010 totaled $83.0 million, $68.4 million and $61.8 million, respectively.

(5)
Customer relationships

In accordance with IFRS 3 and IAS 38, Tenaris has recognized the value of customer relationships separately from goodwill attributable to the acquisition of Maverick and Hydril.
 
Customer relationships acquired in a business combination are recognized at fair value at the acquisition date, have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight line method over the expected life of approximately 14 years for Maverick and 10 years for Hydril.

G           Impairment of non financial assets

Long-lived assets including identifiable intangible assets are reviewed for impairment at the lowest level for which there are separately identifiable cash flows (cash generating units, or CGU). Most of the Company’s principal subsidiaries that constitute a CGU have a single main production facility and, accordingly, each such subsidiary represents the lowest level of asset aggregation that generates largely independent cash inflows.

Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets with indefinite useful life, including goodwill, are subject to at least an annual impairment test.

In assessing whether there is any indication that a CGU may be impaired, external and internal sources of information are analyzed. Material facts and circumstances specifically considered in the analysis usually include the discount rate used in Tenaris’s cash flow projections and the business condition in terms of competitive and economic factors, such as the cost of raw materials, oil and gas prices, competitive environment, capital expenditure programs for Tenaris’s customers and the evolution of the rig count.

An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s value in use and fair value less costs to sell. Any impairment loss is allocated to reduce the carrying amount of the assets of the CGU in the following order:
(a) first, to reduce the carrying amount of any goodwill allocated to the CGU; and
(b) then, to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit (group of units), considering not to reduce the carrying amount of the asset below the highest of its fair value less cost to sell, its value in use or zero.

The value in use of each CGU is determined on the basis of the present value of net future cash flows which would be generated by such CGU. Tenaris uses cash flow projections for a five year period with a terminal value calculated based on perpetuity and appropriate discount rates.
 
 
- 14 -

 
 
G           Impairment of non financial assets (Cont.)

For purposes of calculating the fair value less costs to sell Tenaris uses the estimated value of future cash flows that a market participant could generate from the corresponding CGU. Tenaris uses cash flow projections for a five year period with a terminal value calculated based on perpetuity and appropriate discount rates.

Management judgment is required to estimate discounted future cash flows. Actual cash flows and values could vary significantly from the forecasted future cash flows and related values derived using discounting techniques.

Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal at each reporting date. In 2010, the Company reversed the impairment registered in 2008 corresponding to Prudential CGU’s Customer Relationships (see Note 5).

In 2012 and 2011, none of the Company’s CGUs including long-lived assets with finite useful lives, were tested for impairment as no impairment indicators were identified.

H           Other investments

Other investments consist primarily of investments in financial instruments and time deposits with a maturity of more than three months at the date of purchase.

These investments are categorized as financial assets “at fair value through profit or loss”.

Purchases and sales of financial investments are recognized as of their settlement date.

The fair values of quoted investments are based on current bid prices. If the market for a financial investment is not active or the securities are not listed, Tenaris estimates the fair value by using standard valuation techniques (see Section III Financial Risk Management).

Results from financial investments are recognized in Financial Results in the Consolidated Income Statement.

 I           Inventories
 
Inventories are stated at the lower of cost (calculated principally on the first-in-first-out “FIFO” method) and net realizable value. The cost of finished goods and goods in process is comprised of raw materials, direct labor, other direct costs and related production overhead costs. It excludes borrowing costs. Tenaris estimates net realizable value of inventories by grouping, where applicable, similar or related items. Net realizable value is the estimated selling price in the ordinary course of business, less any estimated costs of completion and selling expenses. Goods in transit at year end are valued based on supplier’s invoice cost.
 
Tenaris establishes an allowance for obsolete or slow-moving inventory related to finished goods, supplies and spare parts. For slow moving or obsolete finished products, an allowance is established based on management’s analysis of product aging. An allowance for slow-moving inventory of supplies and spare parts is established based on management's analysis of such items to be used as intended and the consideration of potential obsolescence due to technological changes.
 
J           Trade and other receivables

Trade and other receivables are recognized initially at fair value, generally the original invoice amount. Tenaris analyzes its trade receivables on a regular basis and, when aware of a specific counterparty’s difficulty or inability to meet its obligations, impairs any amounts due by means of a charge to an allowance for doubtful accounts. Additionally, this allowance is adjusted periodically based on the aging of receivables.

K           Cash and cash equivalents
 
Cash and cash equivalents are comprised of cash in banks, liquidity funds and short-term investments with a maturity of less than three months at the date of purchase which are readily convertible to known amounts of cash. Assets recorded in cash and cash equivalents are carried at fair market value or at historical cost which approximates fair market value.

In the Consolidated Statement of Financial Position, bank overdrafts are included in Borrowings in current liabilities.
For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents includes overdrafts.
 
 
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L           Equity

(1)           Equity components
 
The Consolidated Statement of Changes in Equity includes:

§  
The value of share capital, legal reserve, share premium and other distributable reserves calculated in accordance with Luxembourg Law;
 
§  
The currency translation adjustment, other reserves, retained earnings and non-controlling interest calculated in accordance with IFRS.

(2)            Share capital
 
The Company has an authorized share capital of a single class of 2.5 billion shares having a nominal value of $1.00 per share. Total ordinary shares issued and outstanding as of December 31, 2012, 2011 and 2010 are 1,180,536,830 with a par value of $1.00 per share with one vote each. All issued shares are fully paid.
 
(3)            Dividends distribution by the Company to shareholders
 
Dividends distributions are recorded in the Company’s financial statements when Company’s shareholders have the right to receive the payment, or when interim dividends are approved by the Board of Directors in accordance with the by-laws of the Company.

Dividends may be paid by the Company to the extent that it has distributable retained earnings, calculated in accordance with Luxembourg law (see Note 26).

M           Borrowings
 
Borrowings are recognized initially at fair value net of transaction costs incurred. In subsequent years, borrowings are valued at amortized cost.
 
N           Current and Deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognized in the Consolidated Income Statement, except for tax items recognized in the Consolidated Statement of Other Comprehensive Income.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Company’s subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions when appropriate.

Deferred income tax is recognized applying the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. The principal temporary differences arise from fair value adjustments of assets acquired in business combinations, the effect of currency translation on fixed assets, depreciation on property, plant and equipment, valuation of inventories and provisions for pension plans. Deferred tax assets are also recognized for net operating loss carry-forwards. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the time period when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted at the reporting date.

Deferred tax assets are recognized to the extent it is probable that future taxable income will be available against which the temporary differences can be utilized. At the end of each reporting period, Tenaris reassesses unrecognized deferred tax assets. Tenaris recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.

 
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O           Employee benefits
 
(1) Employee severance indemnity

Employee severance indemnity costs are assessed at each year-end using the projected unit credit method, obligations are measured at the present value of the estimated future cash outflows, based on actuarial calculations provided by independent advisors and in accordance with current legislation and labor contracts applicable in each respective country. The cost of this obligation is charged to the Consolidated Income Statement over the expected service lives of employees.

This provision is primarily related to the liability accrued for employees at Tenaris’s Italian subsidiary.

As from January 1, 2007 as a consequence of a change in an Italian law, employees were entitled to make contributions to external funds, thus, Tenaris’s Italian subsidiary pays every year the required contribution to the funds with no further obligation. As a result, the plan changed from a defined benefit plan to a defined contribution plan effective from that date, but only limited to the contributions of 2007 onwards.

 (2)           Defined benefit pension obligations

Defined benefit plans determine an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

The liability recognized in the Consolidated Statement of Financial Position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting year less the fair value of plan assets together with adjustments for unrecognized past-service costs and unrecognized actuarial gains and losses. The present value of the defined benefit pension obligation is calculated, at least at each year-end by independent advisors using the projected unit credit method based on actuarial calculations provided by independent advisors.

Certain officers of Tenaris are covered by defined benefit employee retirement plans designed to provide post-retirement and other benefits.

Benefits under this plan are provided in U.S. dollars, and are calculated based on seven-year salary averages.

Tenaris sponsors other funded and unfunded non-contributory defined benefit pension plans in certain subsidiaries. The plans provide defined benefits based on years of service and, in the case of salaried employees, final average salary.
 
All of Tenaris’s plans recognize actuarial gains and losses over the average remaining service lives of employees.

(3)           Other compensation obligations

Employee entitlements to annual leave and long-service leave are accrued as earned.

Other length of service based compensation to employees in the event of dismissal or death is charged to income in the year in which it becomes payable.

(4) Employee retention and long term incentive program

On January 1, 2007 Tenaris adopted an employee retention and long term incentive program. Pursuant to this program, certain senior executives will be granted with a number of units equivalent in value to the equity book value per share (excluding non-controlling interest). The units will be vested over a four year period and Tenaris will redeem vested units following a period of seven years from the grant date, or when the employee ceases employment, at the equity book value per share at the time of payment. Beneficiaries will also receive a cash amount per unit equivalent to the dividend paid per share whenever the Company pays a cash dividend to its shareholders. As the cash redemption of the benefit is tied to the book value of the shares, and not to their market value, Tenaris valued this long-term incentive program as a long term benefit plan as classified in IAS 19.
 
 
- 17 -

 
 
O           Employee benefits (Cont.)
 
(4) Employee retention and long term incentive program (Cont.)

The total value of the units granted to date under the program, considering the number of units and the book value per share amounts to $71.9 million and $55.5 million at December 31, 2012 and 2011, respectively. As of December 31, 2012, and 2011 Tenaris has recorded a total liability of $68.8 million and $50.3 million, respectively, based on actuarial calculations provided by independent advisors.
 
P           Provisions
 
Tenaris is subject to various claims, lawsuits and other legal proceedings, including customer claims, in which a third party is seeking payment for alleged damages, reimbursement for losses or indemnity. Tenaris’ potential liability with respect to such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Management periodically reviews the status of each significant matter and assesses potential financial exposure. If, as a result of past events, a potential loss from a claim or proceeding is considered probable and the amount can be reasonably estimated, a provision is recorded. Accruals for loss contingencies reflect a reasonable estimate of the losses to be incurred based on information available to management as of the date of preparation of the financial statements, and take into consideration Tenaris’ litigation and settlement strategies. These estimates are primarily constructed with the assistance of legal counsel. As the scope of liabilities become better defined, there may be changes in the estimates of future costs which could have a material adverse effect on its results of operations, financial condition and cash flows.

If Tenaris expects to be reimbursed for an accrued expense, as would be the case for an expense or loss covered under an insurance contract, and reimbursement is considered virtually certain, the expected reimbursement is recognized as a receivable.
 
Q           Trade payables
 
Trade payables are recognized initially at fair value and subsequently measured at amortized cost.
 
R           Revenue recognition
 
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of Tenaris’s activities. Revenue is shown net of value-added tax, returns, rebates and discounts and after eliminating sales within the group.
 
Tenaris’ products and services are sold based upon purchase orders, contracts or upon other persuasive evidence of an arrangement with customers, including that the sales price is known or determinable. Sales are recognized as revenue upon delivery, when neither continuing managerial involvement nor effective control over the products is retained by Tenaris and when collection is reasonably assured. Delivery is defined by the transfer of risk, provision of sales contracts and may include delivery to a storage facility located at one of the Company’s subsidiaries. For bill and hold transactions revenue is recognized only to the extent (a) it is probable delivery will be made; (b) the products have been specifically identified and are ready for delivery; (c) the sales contract specifically acknowledges the deferred delivery instructions; (d) the usual payment terms apply.
 
The percentage of total sales that were generated from bill and hold arrangements for products located in Tenaris’s storage facilities that have not been shipped to customers amounted to 2.2 %, 1.3% and 1.2% as of December 31, 2012, 2011 and 2010, respectively. The Company has not experienced any material claims requesting the cancellation of bill and hold transactions.
 
Other revenues earned by Tenaris are recognized on the following bases:

§  
Interest income: on the effective yield basis.

§  
Dividend income from investments in other companies: when Tenaris’ right to receive payment is established.
 
 
- 18 -

 
 
S           Cost of sales and sales expenses
 
Cost of sales and sales expenses are recognized in the Consolidated Income Statement on the accrual basis of accounting.

Commissions, freight and other selling expenses, including shipping and handling costs, are recorded in Selling, general and administrative expenses in the Consolidated Income Statement.

T        Earnings per share

Earnings per share are calculated by dividing the income attributable to owners of the parent by the daily weighted average number of common shares outstanding during the year.

U        Financial instruments

Non derivative financial instruments comprise investments in financial debt instruments and equity, time deposits, trade and other receivables, cash and cash equivalents, borrowings, and trade and other payables. Tenaris non derivative financial instruments are classified into the following categories:

§  
Financial instruments at fair value through profit and loss: comprise mainly cash and cash equivalents and investments in financial debt instruments and time deposits held for trading.

§  
Loans and receivables: measured at amortized cost using the effective interest rate method less any impairment; comprise trade receivables and other receivables.

§  
Available for sale assets: see Note 31.
 
§  
Other financial liabilities: measured at amortized cost using the effective interest rate method; comprise borrowings and trade and other payables.

The categorization depends on the nature and purpose of the financial instrument and is determined at the time of initial recognition.

Financial assets and liabilities are recognized and derecognized on their settlement date.

In accordance with IAS 39 (“Financial Instruments: Recognition and Measurement”) embedded derivatives are accounted separately from their host contracts. The result has been recognized under “Foreign exchange derivatives contracts results”.

Accounting for derivative financial instruments and hedging activities is included within the Section III, Financial Risk Management.
 
 
- 19 -

 
 
III. FINANCIAL RISK MANAGEMENT

The multinational nature of Tenaris’s operations and customer base exposes the Company to a variety of risks, mainly related to market risks (including the effects of changes in foreign currency exchange rates and interest rates), credit risk and capital market risk. In order to manage the volatility related to these exposures, the management evaluates exposures on a consolidated basis, taking advantage of logical exposure netting. The Company or its subsidiaries may then enter into various derivative transactions in order to prevent potential adverse impacts on Tenaris’ financial performance. Such derivative transactions are executed in accordance with internal policies and hedging practices. The Company’s objectives, policies and processes for managing these risks remained unchanged during 2012.

A. Financial Risk Factors

(i)           Capital Market Risk
 
Tenaris seeks to maintain an adequate debt to total equity ratio considering the industry and the markets where it operates. The year-end ratio of debt to total equity (where “debt” comprises financial borrowings and “total equity” is the sum of financial borrowings and equity) is 0.13 as of December 31, 2012, in comparison with 0.08 as of December 31, 2011. The Company does not have to comply with regulatory capital adequacy requirements as known in the financial services industry.

(ii)           Foreign exchange risk
 
Tenaris manufactures and sells its products in a number of countries throughout the world and consequently is exposed to foreign exchange rate risk. Since the Company’s functional currency is the U.S. dollar the purpose of Tenaris’s foreign currency hedging program is mainly to reduce the risk caused by changes in the exchange rates of other currencies against the U.S. dollar.

Tenaris’s exposure to currency fluctuations is reviewed on a periodic consolidated basis. A number of derivative transactions are performed in order to achieve an efficient coverage in the absence of operative or natural hedges. Almost all of these transactions are forward exchange rates contracts (see Note 25 Derivative financial instruments).

Tenaris does not enter into derivative financial instruments for trading or other speculative purposes, other than non-material investments in structured products.

Because certain subsidiaries have functional currencies other than the U.S. dollar, the results of hedging activities, reported in accordance with IFRS, may not reflect entirely the management’s assessment of its foreign exchange risk hedging program. Inter-company balances between Tenaris’s subsidiaries may generate financial gains (losses) to the extent that functional currencies differ.

The value of Tenaris’s financial assets and liabilities is subject to changes arising out of the variation of foreign currency exchange rates. The following table provides a breakdown of Tenaris’s main financial assets and liabilities (including foreign exchange derivative contracts) which impact the Company’s profit and loss as of December 31, 2012 and 2011:

All amounts Long / (Short) in thousands of U.S. dollars
 
As of December 31,
 
Currency Exposure / Functional currency
 
2012
   
2011
 
Argentine Peso / U.S. Dollar
    (168,816 )     (181,622 )
Euro / U.S. Dollar
    (117,370 )     66,272  
Canadian Dollar / U.S. Dollar
    (37,782 )     (23,670 )
U.S. Dollar / Brazilian Real
    (27,269 )     (64,060 )
Mexican Peso / U.S. Dollar
    (2,456 )     56,652  
Japanese Yen / U.S. Dollar
    2,099       (68,366 )
                 

 
- 20 -

 

A. Financial Risk Factors (Cont.)

(ii)           Foreign exchange risk (Cont.)
 
The main relevant exposures correspond to:

§  
Argentine Peso / U.S. dollar

As of December 31, 2012 and 2011primarily of Argentine Peso-denominated trade, social and fiscal payables at certain Argentine subsidiaries which functional currency was the U.S. dollar. A change of 1% in the ARS/USD exchange rate would have generated a pre-tax gain / loss of $1.7 million and $1.8 million as of December 31, 2012 and 2011, respectively.

§  
Euro / U.S. dollar

As of December 31, 2012, primarily of Euro-denominated liabilities at certain subsidiaries which functional currency was the U.S. dollar. A change of 1% in the EUR/USD exchange rate would have generated a pre-tax gain / loss of $1.2 million, which would have been to a large extent offset by changes to Tenaris’ net equity position.

As of December 31, 2011, primarily of U.S. dollar-denominated borrowings at certain European subsidiaries which functional currency was the Euro, partially offset by Euro denominated trade payables at subsidiaries which functional currency was the U.S. dollar. A change of 1% in the EUR/USD exchange rate would have generated a pre-tax gain / loss of $1.1 million.

Considering the balances held as of December 31, 2012 on financial assets and liabilities exposed to foreign exchange rate fluctuations, Tenaris estimates that the impact of a simultaneous 1% favorable / unfavorable movement in the levels of foreign currencies exchange rates relative to the U.S. dollar, would be a pre-tax gain / loss of $4.7 million (including a loss / gain of $10.6 million due to foreign exchange derivative contracts), which would be partially offset by changes to Tenaris’s net equity position of $0.9 million. For balances held as of December 31, 2011, a simultaneous 1% favorable/unfavorable movement in the foreign currencies exchange rates relative to the U.S. dollar, would have generated a pre-tax gain / loss of $6.4 million (including a loss / gain of $0.3 million due to foreign exchange derivative contracts), which would have been partially offset by changes to Tenaris’ net equity position of $1.0 million.

Additionally, from 2007 through January 1, 2012 the Company recognized an embedded derivative in connection with a USD-denominated ten-year steel supply agreement signed in 2007 by a Canadian subsidiary. The Company estimates that the impact of a 1% favorable / unfavorable movement in the USD/CAD exchange rate would have resulted in a maximum pre-tax gain / loss of approximately $1.9 million in connection with this instrument as of December 31, 2011.

(iii)           Interest rate risk
 
Tenaris is subject to interest rate risk on its investment portfolio and its debt. The Company uses a mix of variable and fixed rate debt in combination with its investment portfolio strategy. From time to time, the Company may choose to enter into foreign exchange derivative contracts and / or interest rate swaps to mitigate the exposure to changes in the interest rates.
 
The following table summarizes the proportions of variable-rate and fixed-rate debt as of each year end.

   
As of December 31,
 
   
2012
   
2011
 
   
Amount in thousands of U.S. dollars
   
%
   
Amount in thousands of U.S. dollars
   
%
 
Fixed rate
    778,774       45 %     651,934       70 %
Variable rate
    965,418       55 %     278,942       30 %
Total
    1,744,192               930,876          
 
The Company estimates that, if market interest rates applicable to Tenaris’s borrowings had been 100 basis points higher, then the additional pre-tax loss would have been $10.9 million in 2012 and $7.3 million in 2011.

 
- 21 -

 
 
A. Financial Risk Factors (Cont.)

(iii)           Interest rate risk (Cont.)
 
Tenaris’s exposure to interest risk associated with its debt is also mitigated by its investment portfolio. Tenaris estimates that, if interest rates on the benchmark rates for Tenaris portfolio had been 100 basis points higher, then the additional pre-tax gain would have been $5.7 million in 2012 and $7.1 million in 2011, partially offsetting the net losses to Tenaris’s borrowing costs.

 (iv)           Credit risk
 
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. The Company also actively monitors the creditworthiness of its treasury, derivative and insurance counterparties in order to minimize its credit risk.

There is no significant concentration of credit risk from customers. No single customer comprised more than 10% of Tenaris’s net sales in 2012 and 2011.

Tenaris’s credit policies related to sales of products and services are designed to identify customers with acceptable credit history, and to allow Tenaris to require the use of credit insurance, letters of credit and other instruments designed to minimize credit risks whenever deemed necessary. Tenaris maintains allowances for impairment for potential credit losses (See Section II J).

As of December 31, 2012 and 2011 trade receivables amount to $2,070.8 million and $1,900.6 million respectively. Trade receivables have guarantees under letter of credit and other bank guarantees of $100.3 million and $240.1 million, credit insurance of $539.3 million and $562.1 million and other guarantees of $11.8 million and $16.2  million as of December 31, 2012 and 2011 respectively.

As of December 31, 2012 and 2011 trade receivables amounting to $364.3 million and $352.6 million were past due but not impaired, respectively. These relate to a number of customers for whom there is no recent history of default.

The amount of the allowance for doubtful accounts was $29.1 million as of December 31, 2012 and $25.9 million as of December 31, 2011. The allowance for doubtful accounts and the existing guarantees are sufficient to cover doubtful trade receivables.

(v)           Counterparty risk
 
Tenaris has investment guidelines with specific parameters to limit issuer risk on marketable securities. Counterparties for derivatives and cash transactions are limited to high credit quality financial institutions, normally investment grade.

Approximately 88.7% of Tenaris’s liquid financial assets correspond to Investment Grade-rated instruments as of December 31, 2012, in comparison with approximately 94.7% as of December 31, 2011.

(vi)           Liquidity risk
 
 
Tenaris financing strategy aims to maintain adequate financial resources and access to additional liquidity. During 2012, Tenaris has counted on cash flows from operations as well as additional bank financing to fund its transactions.

Management maintains sufficient cash and marketable securities to finance normal operations and believes that Tenaris also has appropriate access to market for short-term working capital needs.
 
 
- 22 -

 
 
A. Financial Risk Factors (Cont.)

(vi)           Liquidity risk (Cont.)

Liquid financial assets as a whole (comprising cash and cash equivalents and other current investments) were 9.2% of total assets at the end of 2012 compared to 8.4% at the end of 2011.

Tenaris has a conservative approach to the management of its liquidity, which consists of cash in banks, liquidity funds and short-term investments with a maturity of less than three months at the date of purchase.

Tenaris holds primarily investments in money market funds and variable or fixed-rate securities from investment grade issuers. As of December 31, 2012, Tenaris exposure to financial instruments issued by European sovereign counterparties amounted to $2.1 million. As of December 31, 2011, Tenaris did not have direct exposure on financial instruments issued by European sovereign counterparties.

Tenaris holds its cash and cash equivalents primarily in U.S. dollars. As of December 31, 2012 and 2011, U.S. dollar denominated liquid assets represented approximately 79% and 66% of total liquid financial assets respectively. As of December 31, 2011 an estimated 20% of the Company’s liquid financial assets were momentarily invested in Brazilian Real-denominated instruments held at its Brazilian subsidiary, Confab Industrial S.A., to fund the disbursement of a participation in Usinas Siderúrgicas de Minas Gerais S.A. (Usiminas) which was completed in January, 2012 (See note 27).

B. Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below:

December 31, 2012
 
Assets at fair value through profit and loss
   
Loans and receivables
   
Available for sale
   
Total
 
Assets as per statement of financial position
                       
Derivative financial instruments
    17,852       -       -       17,852  
Trade receivables
    -       2,070,778       -       2,070,778  
Other receivables
    -       157,614       -       157,614  
Available for sale assets
    -       -       21,572       21,572  
Other investments
    647,012       -       -       647,012  
Cash and cash equivalents
    828,458       -       -       828,458  
Total
    1,493,322       2,228,392       21,572       3,743,286  

   
Liabilities at fair value through profit and loss
   
Other financial liabilities
   
Total
 
December 31, 2012
                 
Liabilities as per statement of financial position
                 
 Borrowings
    -       1,744,192       1,744,192  
 Derivative financial instruments
    14,031       -       14,031  
 Trade and other payables (*)
    -       926,764       926,764  
 Total
    14,031       2,670,956       2,684,987  

December 31, 2011
 
Assets at fair value through profit and loss
   
Loans and receivables
   
Available for sale
   
Total
 
Assets as per statement of financial position
                       
Derivative financial instruments
    6,382       -       -       6,382  
Trade receivables
    -       1,900,591       -       1,900,591  
Other receivables
    -       119,283       -       119,283  
Available for sale assets
    -       -       21,572       21,572  
Other investments
    433,319       -       -       433,319  
Cash and cash equivalents
    823,743       -       -       823,743  
Total
    1,263,444       2,019,874       21,572       3,304,890  

 
- 23 -

 
 
B. Financial instruments by category (Cont.)

   
Liabilities at fair value through profit and loss
   
Other financial liabilities
   
Total
 
December 31, 2011
                 
Liabilities as per statement of financial position
                 
 Borrowings
    -       930,876       930,876  
 Derivative financial instruments
    45,749       -       45,749  
 Trade and other payables (*)
    -       946,392       946,392  
 Total
    45,749       1,877,268       1,923,017  

(*) The maturity of most of trade payables is less than one year.

C. Fair value hierarchy

IFRS 7 requires for financial instruments that are measured in the statement of financial position at fair value, a disclosure of fair value measurements by level according to the following fair value measurement hierarchy:

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

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

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

The following table presents the assets and liabilities that are measured at fair value as of December 31, 2012 and 2011.


December 31, 2012
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets
                       
Cash and cash equivalents
    828,458       -       -       828,458  
Other investments
    451,152       193,257       2,603       647,012  
Foreign exchange derivatives contracts
    -       17,852       -       17,852  
Available for sale assets (*)
    -       -       21,572       21,572  
Total
    1,279,610       211,109       24,175       1,514,894  
Liabilities
                               
Foreign exchange derivatives contracts
    -       14,031       -       14,031  
Total
    -       14,031       -       14,031  

December 31, 2011
 
Level 1
   
Level 2
   
Level 3
   
Total
 
Assets
                       
Cash and cash equivalents
    823,743       -       -       823,743  
Other investments
    350,481       80,295       2,543       433,319  
Foreign exchange derivatives contracts
    -       5,238       -       5,238  
Embedded derivative (See Note 25)
    -       -       1,144       1,144  
Available for sale assets (*)
    -       -       21,572       21,572  
Total
    1,174,224       85,533       25,259       1,285,016  
Liabilities
                               
Foreign exchange derivatives contracts
    -       45,040       -       45,040  
Embedded derivative (See Note 25)
    -       -       709       709  
Total
    -       45,040       709       45,749  

(*) For further detail regarding Available for sale assets, see Note 31.

 
- 24 -

 
 
C. Fair value hierarchy (Cont.)

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

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

If one or more of the significant inputs are not based on observable market data, the instruments are included in Level 3. Tenaris values its assets and liabilities in this level using observable market inputs and management assumptions which reflect the Company’s best estimate on how market participants would price the asset or liability at measurement date. Main balances included in this level correspond to Available for sale assets related to Tenaris’s interest in Venezuelan companies under process of nationalization (see Note 31).

The following table presents the changes in Level 3 assets and liabilities:

   
Year ended December 31,
 
   
2012
   
2011
 
   
Assets / Liabilities
 
Net assets at the beginning of the year
    24,550       41,021  
                 
Loss for the year
    (435 )     (3,078 )
Reclassifications
    -       (13,320 )
Currency translation adjustment and others
    60       (73 )
Net assets at the end of the year
    24,175       24,550  

D. Fair value estimation

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

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

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

The fair value of all outstanding derivatives is determined using specific pricing models that include inputs that are observable in the market or can be derived from or corroborated by observable data. The fair value of forward foreign exchange contracts is calculated as the net present value of the estimated future cash flows in each currency, based on observable yield curves, converted into U.S. dollars at the spot rate of the valuation date.
 
 
- 25 -

 
 
D. Fair value estimation (Cont.)

Borrowings are comprised primarily of fixed rate debt and variable rate debt with a short term portion where interest has already been fixed. They are classified under other financial liabilities and measured at their carrying amount. Tenaris estimates that the fair value of its main financial liabilities is approximately 101.1% of its carrying amount including interests accrued in 2012 as compared with 98.8%  in 2011. Tenaris estimates that a change of 100 basis points in the reference interest rates would have an estimated impact of approximately 0.1% in the fair value of borrowings as of December 31, 2012 and 0.3% in 2011. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.

E. Accounting for derivative financial instruments and hedging activities

Derivative financial instruments are initially recognized in the statement of financial position at fair value through profit and loss on each date a derivative contract is entered into and are subsequently remeasured at fair value. Specific tools are used for calculation of each instrument’s fair value and these tools are tested for consistency on a monthly basis. Market rates are used for all pricing operations. These include exchange rates, deposit rates and other discount rates matching the nature of each underlying risk.
As a general rule, Tenaris recognizes the full amount related to the change in fair value of derivative financial instruments in Financial results in the Consolidated Income Statement.
Tenaris designates certain derivatives as hedges of particular risks associated with recognized assets or liabilities or highly probable forecast transactions. These transactions (mainly currency forward contracts on highly probable forecast transactions) are classified as cash flow hedges. The effective portion of the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity. Amounts accumulated in equity are then recognized in the income statement in the same period than the offsetting losses and gains on the hedged item. The gain or loss relating to the ineffective portion is recognized immediately in the income statement. The fair value of Tenaris’s derivative financial instruments (assets or liabilities) continues to be reflected on the statement of financial position. The full fair value of a hedging derivative is classified as a non current asset or liability according to its expiry date.

For transactions designated and qualifying for hedge accounting, Tenaris documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. Tenaris also documents its assessment on an ongoing basis, of whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flow of hedged items. At December 31, 2012 and 2011, the effective portion of designated cash flow hedges amounts to $2.9 million and $8.2 million is included in Other Reserves in equity (see Note 25 Derivative financial instruments).

The fair values of various derivative instruments used for hedging purposes are disclosed in Note 25. Movements in the hedging reserve included within Other Reserves in equity are also shown in Note 25.
 
 
- 26 -

 
 
IV. OTHER NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In the notes all amounts are shown in thousands of U.S. dollars, unless otherwise stated)

1           Segment information
 
As mentioned in section II. AP – C, the Segment Information is disclosed as follows:
 
Reportable operating segments

(all amounts in thousands of U.S. dollars)
     
Year ended December 31, 2012
 
Tubes
   
Other
   
Total
 
Management View
                 
Net Sales
    10,022,501       741,074       10,763,575  
·   Sales of energy and surplus raw materials
    822       69,633       70,455  
IFRS - Net Sales
    10,023,323       810,707       10,834,030  
                         
Management View
                       
Operating income
    2,198,704       109,385       2,308,089  
·   Differences in cost of sales and others
    (58,385 )     (1,147 )     (59,532 )
·   Depreciation and amortization (**)
    111,509       (3,459 )     108,050  
IFRS - Operating income
    2,251,828       104,779       2,356,607  
Financial income (expense), net
                    (50,104 )
Income before equity in earnings of associated companies and income tax
                    2,306,503  
Equity in earnings of associated companies
                    (63,534 )
Income before income tax
                    2,242,969  
                         
Capital expenditures
    771,734       17,997       789,731  
Depreciation  and amortization
    549,130       18,524       567,654  
                         
Year ended December 31, 2011 (*)
 
Tubes
   
Other
   
Total
 
                         
IFRS
                       
Net Sales
    9,111,691       860,787       9,972,478  
Operating income
    1,702,188       142,693       1,844,881  
Financial income (expense), net
                    (10,299 )
Income before equity in earnings of associated companies and income tax
                    1,834,582  
Equity in earnings of associated companies
                    61,509  
Income before income tax
                    1,896,091  
                         
Capital expenditures
    849,362       13,296       862,658  
Depreciation  and amortization
    538,921       15,424       554,345  
                         
                         
Year ended December 31, 2010 (*)
 
Tubes
   
Other
   
Total
 
                         
IFRS
                       
Net Sales
    7,032,388       679,210       7,711,598  
Operating income
    1,427,373       91,677       1,519,050  
Financial income (expense), net
                    (52,553 )
Income before equity in earnings of associated companies and income tax
                    1,466,497  
Equity in earnings of associated companies
                    70,057  
Income before income tax
                    1,536,554  
                         
Capital expenditures
    842,127       5,189       847,316  
Depreciation  and amortization
    488,670       18,232       506,902  
Impairment reversal
    67,293       -       67,293  


Transactions between segments, which were eliminated in consolidation, include sales of scrap and pipe protectors from the Other segment to the Tubes segment for $345.285, $266,806 and $204,478 in 2012, 2011 and 2010, respectively.
(*) Comparative amounts have been reclassified to disclose the information according to the reporting segment the Company is organized since September 30, 2012.
(**) Depreciation and amortization under Management view is $108.0 million higher, mainly because goodwill and other tangible and intangible assets were depreciated differently.
 
Net income under Management view amounted to $ 1.463 million, while under IFRS amounted to $ 1.701 million. In addition to the amounts reconciled above, the main differences arise from the impact of functional currencies on financial result, income taxes as well as the result of investment in associated companies.
 
 
- 27 -

 
 
1           Segment information (Cont.)
 
Geographical information

(all amounts in thousands of U.S. dollars)
 
North America
   
South America
   
Europe
   
Middle East & Africa
   
Far East & Oceania
   
Unallocated (*)
   
Total
 
Year ended December 31, 2012
                                         
Net sales
    5,270,062       2,717,234       1,092,642       1,271,585       482,507       -       10,834,030  
Total assets
    7,779,205       3,824,931       2,327,901       449,056       578,199       1,004,633       15,963,925  
Trade receivables
    528,443       867,223       273,824       286,212       115,076       -       2,070,778  
Property, plant and equipment, net
    2,222,906       1,003,871       985,617       64,632       157,944       -       4,434,970  
Capital expenditures
    338,827       237,456       185,354       9,720       18,374       -       789,731  
                                                         
Depreciation and amortization
    316,158       103,537       116,771       7,989       23,199       -       567,654  
                                                         
Year ended December 31, 2011
                                                       
Net sales
    4,350,815       2,564,518       1,119,887       1,349,334       587,924       -       9,972,478  
Total assets
    7,226,605       3,373,855       2,396,443       522,926       651,986       691,820       14,863,635  
Trade receivables
    518,272       545,336       320,075       377,569       139,339       -       1,900,591  
Property, plant and equipment, net
    2,051,826       892,572       882,185       64,450       162,620       -       4,053,653  
Capital expenditures
    496,021       150,419       176,861       22,669       16,688       -       862,658  
                                                         
Depreciation and amortization
    294,602       113,729       117,360       2,495       26,159       -       554,345  
                                                         
Year ended December 31, 2010
                                                       
Net sales
    3,295,081       1,911,824       805,617       1,264,610       434,466       -       7,711,598  
Total assets
    7,316,794       3,106,212       2,292,675       347,492       607,731       693,427       14,364,331  
Trade receivables
    430,184       332,263       315,443       259,434       84,318       -       1,421,642  
Property, plant and equipment, net
    1,883,992       862,433       837,764       34,047       162,344       -       3,780,580  
Capital expenditures
    561,782       123,586       130,232       20,839       10,877       -       847,316  
                                                         
Depreciation and amortization
    258,428       104,992       115,776       1,215       26,491       -       506,902  
 
There are no revenues from external customers attributable to the Company’s country of incorporation (Luxembourg). For geographical information purposes, “North America” comprises Canada, Mexico and the USA; “South America” comprises principally Argentina, Brazil, Colombia, Ecuador and Venezuela; “Europe” comprises principally Germany, Italy, Norway, Romania  and the United Kingdom; “Middle East and Africa” comprises principally Angola, Iraq, Saudi Arabia, United Arab Emirates and Nigeria; “Far East and Oceania” comprises principally China, Indonesia and Japan.

(*) Includes Investments in associated companies and Available for sale assets for $21.6 million in 2012, 2011 and 2010 (see Note 12 and 31).
 
 
- 28 -

 
 
2           Cost of sales

   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2012
   
2011
   
2010
 
                   
Inventories at the beginning of the year
    2,806,409       2,460,384       1,687,059  
                         
Plus: Charges of the year
                       
Raw materials, energy, consumables and other
    4,330,547       4,409,698       3,690,900  
Increase in inventory due to business combinations
    1,486       10,688       -  
Services and fees
    433,944       368,910       329,687  
Labor cost
    1,256,041       1,177,067       989,332  
Depreciation of property, plant and equipment
    333,466       312,601       290,299  
Amortization of intangible assets
    7,091       6,561       3,351  
Maintenance expenses
    260,274       220,240       174,966  
Allowance for obsolescence
    49,907       11,067       (34,522 )
Taxes
    6,793       4,958       7,121  
Other
    137,140       97,642       70,958  
      6,816,689       6,619,432       5,522,092  
                         
Less: Inventories at the end of the year
    (2,985,805 )     (2,806,409 )     (2,460,384 )
      6,637,293       6,273,407       4,748,767  

3           Selling, general and administrative expenses

   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2012
   
2011
   
2010
 
Services and fees
    213,073       218,991       207,427  
Labor cost
    570,950       533,219       460,667  
Depreciation of property, plant and equipment
    15,023       12,400       12,506  
Amortization of intangible assets
    212,074       222,783       200,746  
Commissions, freight and other selling expenses
    550,611       545,228       420,417  
Provisions for contingencies
    21,163       35,847       26,430  
Allowances for doubtful accounts
    3,840       7,749       (17,361 )
Taxes
    170,582       148,912       120,591  
Other
    126,473       134,111       90,987  
      1,883,789       1,859,240       1,522,410  

4  Labor costs (included in Cost of sales and in Selling, general and administrative expenses)
 
   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2012
   
2011
   
2010
 
Wages, salaries and social security costs
    1,778,117       1,666,176       1,414,491  
Employees' severance indemnity
    16,549       14,923       12,850  
Pension benefits - defined benefit plans
    12,480       10,300       8,795  
Employee retention and long term incentive program
    19,845       18,887       13,863  
      1,826,991       1,710,286       1,449,999  

At the year-end, the number of employees was 26,673 in 2012, 26,980 in 2011 and 25,422 in 2010.
 
 
- 29 -

 
 
5           Other operating items
 
   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2012
   
2011
   
2010
 
Other operating income
                 
Reimbursement from insurance companies and other third parties agreements (See note 26 b))
    49,495       695       9,810  
Net income from other sales
    12,314       5,510       1,955  
Net rents
    2,988       2,487       2,793  
Impairment reversal (*)
    -       -       67,293  
Other
    6,583       2,849       3,807  
      71,380       11,541       85,658  
Other operating expenses
                       
Contributions to welfare projects and non-profits organizations
    22,226       4,341       3,304  
Provisions for legal claims and contingencies
    (668 )     1,411       2,741  
Loss on fixed assets and material supplies disposed / scrapped
    227       48       352  
                         
Allowance for doubtful receivables
    5,936       691       632  
                         
      27,721       6,491       7,029  
 
(*) 2010 Impairment reversal

In 2010, the Company reversed the impairment registered in 2008 corresponding to Prudential CGU’s Customer Relationships as there had been an improvement in the outlook of the economic and competitive conditions for the Canadian oil and gas market compared to that foreseen at the end of 2008. The main key assumptions that Tenaris considered were the expected oil and natural gas prices evolution and the level of drilling activity in Canada. Tenaris used the average number of active oil and gas drilling rigs, or rig count, as published by Baker Hughes, as a general indicator of activity in the oil and gas sector. The rig count in Canada increased 59% from an annual average of 221 in 2009 to an annual average of 351 in 2010. In that environment, Tenaris expected that its competitive conditions and activity levels would continue to improve.

The recoverable amount of the Prudential (Canada) CGU was estimated based on the value in use. Value in use was calculated in the same way as that for CGU containing goodwill (see Note 11). The discount rate used was based on a weighted average cost of capital (WACC) of 10.7%.

The Company has increased the carrying amount of the Customer Relationships by $67.3 million to its recoverable amount which in accordance with IAS 36 is the one that would have been determined (net of amortization) had no impairment loss been recognized for the asset in the year 2008. In addition, the Company recognized the respective deferred tax effect of $16.9 million in Income tax in the Consolidated Income Statement.

6           Financial results
 
 
(all amounts in thousands of U.S. dollars)
 
Year ended December 31,
 
   
2012
   
2011
   
2010
 
Interest income
    33,459       30,840       32,855  
Interest expense (*)
    (55,507 )     (52,407 )     (64,103 )
Interest net
    (22,048 )     (21,567 )     (31,248 )
                         
Net foreign exchange transaction results
    (10,929 )     65,365       (26,581 )
Foreign exchange derivatives contracts results (**)
    (3,194 )     (49,349 )     7,183  
Other
    (13,933 )     (4,748 )     (1,907 )
Other financial results
    (28,056 )     11,268       (21,305 )
Net financial results
    (50,104 )     (10,299 )     (52,553 )
 
 
- 30 -

 

6           Financial results (Cont.)

(*) Includes losses on interest rate swaps of $5.2 million and $15.6 million in 2011 and 2010 respectively. In order to partially hedge future interest payments related to long-term debt, Tenaris entered into interest rate swaps and swaps with an embedded knock-in options. A knock-in swap is a type of barrier option, which is activated if the reference rate reaches a set level (“knock in”) at the end of a certain period. A total notional amount of $500 million was covered by these instruments which coverage began between April and June 2009, and expired between April and June 2011.

(**) Includes a loss on identified embedded derivatives of $0.4 million, $3.1 million and gains of $6.1 million for 2012, 2011 and 2010, respectively.
 
7           Equity in (losses) earnings of associated companies
 
   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2012
   
2011
   
2010
 
 From associated companies
    4,217       61,509       70,553  
 Gain (Loss) on sale of associated companies and others
    5,899       -       (496 )
Impairment loss on associated companies (see Note 27)
    (73,650 )     -       -  
      (63,534 )     61,509       70,057  
 
8           Income tax
 
   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2012
   
2011
   
2010
 
Current tax
    636,624       573,769       340,686  
Deferred tax
    (95,066 )     (98,399 )     54,821  
      541,558       475,370       395,507  
 
The tax on Tenaris’s income before tax differs from the theoretical amount that would arise using the tax rate in each country as follows:


   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2012
   
2011
   
2010
 
Income before income tax
    2,242,969       1,896,091       1,536,554  
                         
Tax calculated at the tax rate in each country
    456,530       418,358       361,235  
Non taxable income / Non deductible expenses
    80,527       43,265       22,202  
Changes in the tax rates
    4,707       (7,736 )     (17 )
Effect of currency translation on tax base (*)
    5,214       25,000       12,158  
Utilization of previously unrecognized tax losses
    (5,420 )     (3,517 )     (71 )
Tax charge
    541,558       475,370       395,507  

(*) 
Tenaris applies the liability method to recognize deferred income tax on temporary differences between the tax bases of assets and their carrying amounts in the financial statements. By application of this method, Tenaris recognizes gains and losses on deferred income tax due to the effect of the change in the value on the tax bases in subsidiaries, which have a functional currency different to their local currency. These gains and losses are required by IFRS even though the revalued / devalued tax basis of the relevant assets will not result in any deduction / obligation for tax purposes in future periods.

 
- 31 -

 
 
9           Earnings and dividends per share

Earnings per share are calculated by dividing the net income attributable to owners of the parent by the daily weighted average number of ordinary shares in issue during the year.

   
Year ended December 31,
 
   
2012
   
2011
   
2010
 
Net income attributable to the owners of the parent
    1,699,047       1,331,157       1,127,367  
Weighted average number of ordinary shares in issue (thousands)
    1,180,537       1,180,537       1,180,537  
Basic and diluted earnings per share ( U.S. dollars per share)
    1.44       1.13       0.95  
Basic and diluted earnings per ADS ( U.S. dollars per ADS) (*)
    2.88       2.26       1.91  
                         
Dividends paid
    (448,604 )     (401,383 )     (401,383 )
Basic and diluted dividends per share (U.S. dollars per share)
    0.38       0.34       0.34  
Basic and diluted dividends per ADS (U.S. dollars per ADS) (*)
    0.76       0.68       0.68  

 (*) Each ADS equals to two shares

On November 7, 2012, the Company’s board of directors approved the payment of an interim dividend of $0.13 per share ($0.26 per ADS), or approximately $153.5 million, on November 22, 2012, with an ex-dividend date of November 19, 2012.

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

On June 1, 2011, the Company’s shareholders approved an annual dividend in the amount of $0.34 per share ($0.68 per ADS). The amount approved included the interim dividend previously paid in November 2010, in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.21 per share ($0.42 per ADS), was paid on June 23, 2011. In the aggregate, the interim dividend paid in November 2010 and the balance paid in June 2011 amounted to approximately $401 million.
 
On June 2, 2010, the Company’s shareholders approved an annual dividend in the amount of $0.34 per share ($0.68 per ADS). The amount approved included the interim dividend previously paid in November 2009, in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.21 per share ($0.42 per ADS), was paid on June 24, 2010. In the aggregate, the interim dividend paid in November 2009 and the balance paid in June 2010 amounted to approximately $401 million.
 
 
- 32 -

 
 
10           Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)
Year ended December 31, 2012
 
Land, building and improvements
   
Plant and production equipment
   
Vehicles, furniture and fixtures
   
Work in progress
   
Spare parts and equipment
   
Total
 
                                     
Cost
                                   
Values at the beginning of the year
    1,311,786       7,149,005       287,202       318,297       40,822       9,107,112  
Translation differences
    (8,824 )     877       (2,881 )     (5,201 )     38       (15,991 )
Additions
    29,000       14,765       3,121       693,729       6,313       746,928  
Disposals / Consumptions
    (1,513 )     (57,128 )     (6,927 )     (58 )     (4,060 )     (69,686 )
Increase due to business combinations
    -       5,325       138       720       102       6,285  
Transfers / Reclassifications
    87,545       390,514       40,618       (517,593 )     459       1,543  
                                                 
Values at the end of the year
    1,417,994       7,503,358       321,271       489,894       43,674       9,776,191  
                                                 
Depreciation
                                               
Accumulated at the beginning of the year
    293,438       4,580,997       164,292       -       14,732       5,053,459  
Translation differences
    (1,869 )     396       (2,043 )     -       247       (3,269 )
Depreciation charge
    39,082       282,375       25,702       -       1,330       348,489  
Transfers / Reclassifications
    1,256       831       (754 )     -       (377 )     956  
Disposals / Consumptions
    (101 )     (53,274 )     (5,028 )     -       (11 )     (58,414 )
Accumulated at the end of the year
    331,806       4,811,325       182,169       -       15,921       5,341,221  
At December 31, 2012
    1,086,188       2,692,033       139,102       489,894       27,753       4,434,970  

Year ended December 31, 2011
 
Land, building and improvements
   
Plant and production equipment
   
Vehicles, furniture and fixtures
   
Work in progress
   
Spare parts and equipment
   
Total
 
                                     
Cost
                                   
Values at the beginning of the year
    850,865       6,669,883       214,568       930,125       36,923       8,702,364  
Translation differences
    (101,796 )     (302,323 )     (5,947 )     (12,343 )     (1,283 )     (423,692 )
Additions
    24,282       1,400       2,729       790,211       7,718       826,340  
Disposals / Consumptions
    (296 )     (13,305 )     (4,963 )     -       (2,553 )     (21,117 )
Increase due to business combinations
    -       9,563       291       -       285       10,139  
Transfers / Reclassifications
    538,731       783,787       80,524       (1,389,696 )     (268 )     13,078  
Values at the end of the year
    1,311,786       7,149,005       287,202       318,297       40,822       9,107,112  
                                                 
Depreciation
                                               
Accumulated at the beginning of the year
    210,139       4,551,800       146,315       -       13,530       4,921,784  
Translation differences
    (26,304 )     (147,688 )     (4,277 )     -       (309 )     (178,578 )
Depreciation charge
    30,554       267,449       25,475       -       1,523       325,001  
Transfers / Reclassifications
    79,093       (79,710 )     577       -       (12 )     (52 )
Disposals / Consumptions
    (44 )     (10,854 )     (3,798 )     -       -       (14,696 )
Accumulated at the end of the year
    293,438       4,580,997       164,292       -       14,732       5,053,459  
At December 31, 2011
    1,018,348       2,568,008       122,910       318,297       26,090       4,053,653  

Property, plant and equipment include capitalized interests for net amounts at December 31, 2012 and 2011 of $4,038 (there were no capitalized interests during the year 2012) and $4,560 (out of which $537 were capitalized during the year 2011), respectively.
 
 
- 33 -

 
 
11           Intangible assets, net
 
(all amounts in thousands of U.S. dollars)
Year ended December 31, 2012
 
Information system projects
   
Licenses, patents and trademarks (*)
   
Goodwill
   
Customer relationships
   
Total
 
                               
Cost
                             
Values at the beginning of the year
    268,237       495,417       2,146,243       2,059,946       4,969,843  
Translation differences
    (1,277 )     (78 )     73       -       (1,282 )
Additions
    42,762       41       -       -       42,803  
Transfers / Reclassifications
    874       (1,558 )     -       -       (684 )
Increase due to business combinations
    11       -       1,117       -       1,128  
Disposals
    (83 )     -       -       -       (83 )
Values at the end of the year
    310,524       493,822       2,147,433       2,059,946       5,011,725  
                                         
Amortization and impairment
                                       
Accumulated at the beginning of the year
    191,571       243,580       340,488       818,274       1,593,913  
Translation differences
    (827 )     (242 )     -       -       (1,069 )
Amortization charge
    27,808       30,284       -       161,073       219,165  
Disposals
    (103 )     -       -       -       (103 )
Transfers / Reclassifications
    82       (179 )     -       -       (97 )
Accumulated at the end of the year
    218,531       273,443       340,488       979,347       1,811,809  
At December 31, 2012
    91,993       220,379       1,806,945       1,080,599       3,199,916  

Year ended December 31, 2011
 
Information system projects
   
Licenses, patents and trademarks (*)
   
Goodwill
   
Customer relationships
   
Total
 
                               
Cost
                             
Values at the beginning of the year
    241,116       498,162       2,147,066       2,071,315       4,957,659  
Translation differences
    (8,955 )     (3,144 )     (1,908 )     (11,369 )     (25,376 )
Additions
    35,848       470       -       -       36,318  
Transfers / Reclassifications
    261       (71 )     -       -       190  
Increase due to business combinations
    -       -       1,085       -       1,085  
Disposals
    (33 )     -       -       -       (33 )
Values at the end of the year
    268,237       495,417       2,146,243       2,059,946       4,969,843  
                                         
Amortization and impairment
                                       
Accumulated at the beginning of the year
    159,661       213,092       342,396       660,694       1,375,843  
Translation differences
    (4,646 )     (139 )     (1,908 )     (4,558 )     (11,251 )
Amortization charge
    36,579       30,627       -       162,138       229,344  
Disposals
    (23 )     -       -       -       (23 )
Accumulated at the end of the year
    191,571       243,580       340,488       818,274       1,593,913  
At December 31, 2011
    76,666       251,837       1,805,755       1,241,672       3,375,930  

(*) Includes Proprietary Technology.
The geographical allocation of goodwill was $1,614.5 million for North America and $189.4 million for South America for years ended December 31, 2012 and 2011. For Europe, $2.4 million and $0.8 million and Middle East & Africa $0.7 million and $1.1 million for the years ended December 31, 2012 and 2011, respectively.
 
 
- 34 -

 
 
11           Intangible assets, net (Cont.)

The carrying amount of goodwill allocated by CGU, as of December 31, 2012, was as follows:

(All amounts in million US dollar)
                         
As of December 31, 2012
 
Tubes Segment
   
Other Segment
       
CGU
 
Maverick Acquisition
   
Hydril Acquisition
   
Other
   
Maverick Acquisition
   
Total
 
OCTG (USA and Colombia)
    721.5       -       -       -       721.5  
Tamsa (Hydril and other)
    -       345.9       19.4       -       365.3  
Siderca (Hydril and other)
    -       265.0       93.3       -       358.3  
Hydril
    -       309.0       -       -       309.0  
Electric Conduits
    45.8       -       -       -       45.8  
Coiled Tubing
    -       -       -       4.0       4.0  
Other
    -       -       3.0       -       3.0  
Total
    767.3       919.9       115.7       4.0       1,806.9  

Impairment tests

In 2012 and 2011, the CGU’s shown in the previous table were tested for impairment. No other CGU was tested for impairment in 2012 and 2011 as no impairment indicators were identified.

Tenaris determined that the CGUs with a significant amount of goodwill in comparison to the total amount of goodwill as of December 31, 2012, were: OCTG, Tamsa, Siderca and Hydril, which represented 97.1% of total goodwill.

The value-in-use was used to determine the recoverable amount for all the CGUs with a significant amount of goodwill in comparison to the total amount of goodwill.

Value-in-use is calculated by discounting the estimated cash flows over a five year period based on forecasts approved by management. For the subsequent years beyond the five-year period, a terminal value is calculated based on perpetuity considering a nominal growth rate of 2%. The growth rate considers the long-term average growth rate for the oil and gas industry, the higher demand to offset depletion of existing fields and the Company’s expected market penetration.

Tenaris’s main source of revenue is the sale of products and services to the oil and gas industry, and the level of such sales is sensitive to international oil and gas prices and their impact on drilling activities. The main key assumptions, shared by all four CGUs are oil and natural gas prices evolution and the level of drilling activity. Tenaris uses the average number of active oil and gas drilling rigs, or rig count, as published by Baker Hughes, as a general indicator of activity in the oil and gas sector. In the case of the OCTG CGU, these assumptions are mainly related to the U.S. market. In the case of Tamsa CGU and Siderca CGU, assumptions are mainly related to the countries where they are located, Mexico and Argentina respectively, and to the international markets as both facilities export a large amount of their production. Regarding Hydril CGU, assumptions are mainly related to the worldwide market.

In addition, key assumptions for OCTG CGU, Tamsa CGU and Siderca CGU also include raw materials costs as their production process consists on the transformation of steel into pipes. In the case of Tamsa CGU and Siderca CGU, steel comes from their own steel shops, therefore they consume steelmaking raw materials (e.g., iron ore and metal scrap). In the case of OCTG CGU, the main raw material is hot rolled steel coils. In the case of Hydril CGU, raw material costs are negligible.

For purposes of assessing key assumptions, Tenaris uses external sources of information and management judgment based on past experience.

The discount rates used are based on the respective weighted average cost of capital (WACC) which is considered to be a good indicator of capital cost. For each CGU where assets are allocated, a specific WACC was determined taking into account the industry, country and size of the business. In 2012 and 2011, the discount rates used were in a range between 9% and 12%.
 
 
- 35 -

 
 
11           Intangible assets, net (Cont.)

From the CGUs with a significant amount of goodwill assigned in comparison to the total amount of goodwill, Tenaris has determined that the CGU for which a reasonable possible change in a key assumption would cause the CGUs’ carrying amount to exceed its recoverable amount was OCTG CGU.
In OCTG CGU, the recoverable amount calculated based on value in use exceeded carrying value by $102 million as of December 31, 2012. The main factors that could result in impairment charges in future periods would be an increase in the discount rate / decrease in growth rate used in the Company’s cash flow projections and a deterioration of the business, competitive and economic factors, such as the cost of raw materials, oil and gas prices, competitive environment, capital expenditure program of Tenaris’s clients and the evolution of the rig count in the U.S. market. As there is a significant interaction among the principal assumptions made in estimating its cash flow projections, the Company believes that a sensitivity analysis that considers changes in one assumption at a time could be potentially misleading. A reduction in cash flows of 4.8%, a fall in growth rate to 1.4% or a rise in discount rate of 40 basis points would remove the remaining headroom.
As of December 31, 2012, no cumulative amount of recognized impairment charges are subject to reversal.

12           Investments in associated companies

   
Year ended December 31,
 
   
2012
   
2011
 
At the beginning of the year
    670,248       671,855  
Translation differences
    (108,480 )     (43,278 )
Equity in earnings of associated companies
    10,116       61,509  
Impairment loss in associated companies
    (73,650 )     -  
Dividends and distributions received
    (18,708 )     (17,229 )
Treasury shares held by associated companies
    -       (3,339 )
Acquisitions
    504,597       -  
Sale of associated company
    (3,140 )     -  
Increase in equity reserves
    2,078       730  
At the end of the year
    983,061       670,248  

The principal associated companies are:
   
% ownership - voting rights at December 31,
Value at December 31,
Company
Country of incorporation
2012
2011
2012
2011
Ternium S.A.
Luxembourg
11.46% (*)
11.46% (*)
611,764
651,021
Usiminas S.A.
Brazil
2.5% - 5%
-
346,941
 -
Others
-
-
-
24,356
19,227
       
983,061
670,248
(*) Including treasury shares.
 
Summarized selected financial information of Ternium and Usiminas, including the aggregated amounts of assets, liabilities, revenues and profit or loss is as follows:
 
   
2012
   
2011
 
   
Usiminas S.A.
   
Ternium S.A.
   
Total
   
Ternium S.A.
 
Non-current assets
    10,762,700       7,211,371       17,974,071       5,195,688  
Current assets
    5,275,579       3,655,628       8,931,207       5,547,374  
Total assets
    16,038,279       10,866,999       26,905,278       10,743,062  
Non-current liabilities
    4,334,830       2,245,907       6,580,737       1,922,481  
Current liabilities
    2,643,954       2,125,446       4,769,400       1,979,383  
Total liabilities
    6,978,784       4,371,353       11,350,137       3,901,864  
Non-controlling interests
    932,050       1,074,763       2,006,813       1,084,827  
Revenues
    6,502,352       8,608,054       15,110,406       9,122,832  
Gross profit
    340,380       1,736,964       2,077,344       2,102,705  
                                 
Net (loss) income for the year attributable to owners of the parent
    (319,116 )     139,235       (179,881 )     513,540  
 
 
- 36 -

 
 
13           Other investments – non current
   
Year ended December 31,
 
   
2012
   
2011
 
Investments in other companies
    2,293       2,277  
Others
    310       266  
      2,603       2,543  

14Receivables – non current
   
Year ended December 31,
 
   
2012
   
2011
 
Government entities
    2,962       3,387  
Employee advances and loans
    12,583       14,763  
Tax credits
    22,352       12,440  
Receivables from related parties
    19,349       22,177  
Legal deposits
    24,312       31,643  
Advances to suppliers and other advances
    22,752       27,167  
Derivative financial instruments
    -       427  
Others
    40,745       24,721  
      145,055       136,725  
Allowances for doubtful accounts (see Note 23 (i))
    (2,995 )     (3,445 )
      142,060       133,280  

15Inventories
   
Year ended December 31,
 
   
2012
   
2011
 
Finished goods
    1,024,746       969,636  
Goods in process
    757,185       693,739  
Raw materials
    473,278       499,112  
Supplies
    524,539       465,443  
Goods in transit
    391,225       331,216  
      3,170,973       2,959,146  
Allowance for obsolescence (see Note 24 (i))
    (185,168 )     (152,737 )
      2,985,805       2,806,409  

16           Receivables and prepayments
   
Year ended December 31,
 
   
2012
   
2011
 
Prepaid expenses and other receivables
    49,456       72,278  
Government entities
    6,600       7,392  
Employee advances and loans
    13,421       11,978  
Advances to suppliers and other advances
    65,843       61,659  
Government tax refunds on exports
    30,206       25,973  
Receivables from related parties
    42,361       14,892  
Derivative financial instruments
    17,852       5,955  
Miscellaneous
    45,309       47,354  
      271,048       247,481  
Allowance for other doubtful accounts (see Note 24 (i))
    (10,516 )     (5,680 )
      260,532       241,801  
 
17           Current tax assets and liabilities
 
   
Year ended December 31,
 
Current tax assets
 
2012
   
2011
 
V.A.T. credits
    97,173       114,561  
Prepaid taxes
    78,389       53,768  
      175,562       168,329  
 
 
- 37 -

 
 
17           Current tax assets and liabilities (Cont.)
   
Year ended December 31,
 
Current tax liabilities
 
2012
   
2011
 
Income tax liabilities
    129,419       222,087  
V.A.T. liabilities
    27,394       24,392  
Other taxes
    97,790       80,001  
      254,603       326,480  

18           Trade receivables
 
   
Year ended December 31,
 
   
2012
   
2011
 
Current accounts
    2,077,117       1,911,952  
Receivables from related parties
    22,804       14,588  
      2,099,921       1,926,540  
Allowance for doubtful accounts (see Note 24 (i))
    (29,143 )     (25,949 )
      2,070,778       1,900,591  
The following table sets forth details of the aging of trade receivables:
 
 
 
Trade Receivables
Not Due
Past due
 
1 - 180 days
> 180 days
At December 31, 2012
       
Guaranteed
651,399
547,986
98,475
4,938
Not guaranteed
1,448,522
1,159,158
259,165
30,199
Guaranteed and not guaranteed
2,099,921
1,707,144
357,640
35,137
Allowance for doubtful accounts
(29,143)
 -
(1,138)
(28,005)
Net Value
2,070,778
1,707,144
356,502
7,132
         
At December 31, 2011
       
Guaranteed
818,438
657,786
137,344
23,308
Not guaranteed
1,108,102
890,188
195,324
22,590
Guaranteed and not guaranteed
1,926,540
1,547,974
332,668
45,898
Allowance for doubtful accounts
(25,949)
 -
(4,129)
(21,820)
Net Value
1,900,591
1,547,974
328,539
24,078
 
19           Other investments and Cash and cash equivalents

   
Year ended December 31,
 
   
2012
   
2011
 
Other investments
           
Financial debt instruments and time deposits
    644,409       430,776  
                 
Cash and cash equivalents
               
Cash at banks
    285,395       202,927  
Liquidity funds
    301,663       258,723  
Short – term investments
    241,400       362,093  
Cash and cash equivalents
    828,458       823,743  

 
- 38 -

 
 
20           Borrowings

   
Year ended December 31,
 
   
2012
   
2011
 
Non-current
           
Bank borrowings
    536,134       151,475  
                 
Finance lease liabilities
    1,547       100  
Costs of issue of debt
    (5,274 )     (1,800 )
      532,407       149,775  
Current
               
Bank borrowings and other loans including related companies
    1,157,983       772,825  
Bank overdrafts
    55,802       8,711  
Finance lease liabilities
    630       160  
Costs of issue of debt
    (2,630 )     (595 )
      1,211,785       781,101  
Total Borrowings
    1,744,192       930,876  

The maturity of borrowings is as follows:

   
1 year or less
   
1 - 2 years
   
2 – 3 years
   
3 - 4 years
   
4 - 5 years
   
Over 5 years
   
Total
 
At December 31, 2012
                                         
Financial lease
    630       415       403       372       225       132       2,177  
Other borrowings
    1,211,155       231,007       161,997       83,599       45,622       8,635       1,742,015  
Total borrowings
    1,211,785       231,422       162,400       83,971       45,847       8,767       1,744,192  
                                                         
Interest to be accrued (*)
    18,615       12,802       5,753       3,344       748       230       41,492  
Total
    1,230,400       244,224       168,153       87,315       46,595       8,997       1,785,684  


   
1 year or less
   
1 - 2 years
   
2 – 3 years
   
3 - 4 years
   
4 - 5 years
   
Over 5 years
   
Total
 
At December 31, 2011
                                         
Financial lease
    160       90       10       -       -       -       260  
Other borrowings
    780,941       110,819       8,518       8,753       6,578       15,007       930,616  
Total borrowings
    781,101       110,909       8,528       8,753       6,578       15,007       930,876  
                                                         
Interest to be accrued (*)
    16,050       1,797       808       725       618       749       20,747  
Total
    797,151       112,706       9,336       9,478       7,196       15,756       951,623  

(*) Includes the effect of hedge accounting.

Significant borrowings include:
 
       
In million of $
Disbursement date
Borrower
Type
 
Original & Outstanding
 
Final maturity
2012
Tamsa
Bank loans
    420.8  
2013 & 2014
January 2012
Confab
Syndicated
    350.0  
January 2017(**)
April 2012
Maverick
Syndicated
    350.0  
April 2015 (**)
2012
Siderca
Bank loans
    223.7  
Mainly 2013
2012
Dalmine
Bank loans
    162.7  
Mainly 2013
 
(**) The main covenants on these loan agreements are limitations on liens and encumbrances, limitations on the sale of certain assets, restrictions on distributions, restrictions on investments, compliance with financial ratios (i.e., leverage ratio and interest coverage ratio) and restrictions on amendments or payments of subordinated indebtedness.
 
 
- 39 -

 
 
20           Borrowings (Cont.)
 
As of December 31, 2012, Tenaris was in compliance with all of its covenants.

The weighted average interest rates before tax shown below were calculated using the rates set for each instrument in its corresponding currency as of December 31, 2012 and 2011 (considering hedge accounting). The changes in interest rate are basically due to changes in floating interest rate and to the designation for hedge accounting of certain Argentine Peso-denominated debts.
   
2012
   
2011
 
Total borrowings
    2.60 %     3.84 %

Breakdown of long-term borrowings by currency and rate is as follows:

Non current borrowings
     
Year ended December 31,
 
Currency
Interest rates
 
2012
   
2011
 
USD
Variable
    510,892       65,087  
ARS
Fixed
    13,491       -  
MXN
Fixed
    -       77,553  
Others
Variable
    1,206       480  
Others
Fixed
    6,818       6,655  
                   
Total non current borrowings
      532,407       149,775  

Breakdown of short-term borrowings by currency and rate is as follows:

Current borrowings

     
Year ended December 31,
 
Currency
Interest rates
 
2012
   
2011
 
USD
Variable
    240,894       165,827  
USD
Fixed
    104,845       173  
EURO
Variable
    179,549       38,076  
EURO
Fixed
    65,107       814  
MXN
Fixed
    339,683       173,313  
BRL
Fixed
    -       49,171  
ARS
Fixed
    239,446       339,733  
ARS
Variable
    32,650       6,911  
Others
Variable
    227       2,561  
Others
Fixed
    9,384       4,522  
Total current borrowings
      1,211,785       781,101  

21           Deferred income tax
Deferred income taxes are calculated in full on temporary differences under the liability method using the tax rate of each country.

The evolution of deferred tax assets and liabilities during the year are as follows:
 
Deferred tax liabilities
 
   
Fixed assets
   
Inventories
   
Intangible and Other (*)
   
Total
 
At the beginning of the year
    354,053       25,739       596,954       976,746  
Translation differences
    541       -       (239 )     302  
Increase due to business combinations
    636       -       -       636  
Charged directly to Other Comprehensive Income
    -       -       618       618  
Income statement credit
    (19,746 )     (10,470 )     (46,202 )     (76,418 )
At December 31, 2012
    335,484       15,269       551,131       901,884  
 
 
- 40 -

 
 
21           Deferred income tax (Cont.)
 
   
Fixed assets
   
Inventories
   
Intangible and Other (*)
   
Total
 
At the beginning of the year
    373,759       31,852       673,201       1,078,812  
Translation differences
    (31,095 )     (2,055 )     (3,567 )     (36,717 )
Charged directly to Other Comprehensive Income
    -       -       234       234  
Income statement charge / (credit)
    11,389       (4,058 )     (72,914 )     (65,583 )
At December 31, 2011
    354,053       25,739       596,954       976,746  
 
(*) Includes the effect of currency translation on tax base explained in Note 8
 
 
Deferred tax assets

   
Provisions and allowances
   
Inventories
   
Tax losses
   
Other
   
Total
 
At the beginning of the year
    (70,388 )     (171,465 )     (35,196 )     (105,912 )     (382,961 )
Translation differences
    2,301       647       -       (199 )     2,749  
Increase due to business combinations
    (45 )     (189 )     -       -       (234 )
                                         
Income statement charge / (credit)
    11,726       (12,553 )     12,055       2,370       13,598  
At December 31, 2012
    (56,406 )     (183,560 )     (23,141 )     (103,741 )     (366,848 )

   
Provisions and allowances
   
Inventories
   
Tax losses
   
Other
   
Total
 
At the beginning of the year
    (68,855 )     (146,413 )     (29,440 )     (110,401 )     (355,109 )
Translation differences
    5,299       454       (805 )     3,555       8,503  
Charged directly to Other Comprehensive Income
    -       -       -       1,246       1,246  
Income statement credit
    (6,832 )     (25,506 )     (4,951 )     (312 )     (37,601 )
At December 31, 2011
    (70,388 )     (171,465 )     (35,196 )     (105,912 )     (382,961 )

The recovery analysis of deferred tax assets and deferred tax liabilities is as follows:

   
Year ended December 31,
 
   
2012
   
2011
 
Deferred tax assets to be recovered after 12 months
    (111,616 )     (135,918 )
Deferred tax liabilities to be recovered after 12 months
    889,543       913,867  


Deferred income tax assets and liabilities are offset when (1) there is a legally enforceable right to set-off current tax assets against current tax liabilities and (2) when the deferred income taxes relate to the same fiscal authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. The following amounts, determined after appropriate set-off, are shown in the Consolidated Statement of Financial Position:

   
Year ended December 31,
 
   
2012
   
2011
 
Deferred tax assets
    (214,199 )     (234,760 )
Deferred tax liabilities
    749,235       828,545  
      535,036       593,785  
 
 
- 41 -

 
 
21           Deferred income tax (Cont.)

The movement on the net deferred income tax liability account is as follows:

   
Year ended December 31,
 
   
2012
   
2011
 
At the beginning of the year
    593,785       723,703  
Translation differences
    3,051       (28,214 )
Charged directly to Other Comprehensive Income
    618       1,480  
Income statement credit
    (95,066 )     (98,399 )
Deferred employees' statutory profit sharing charge
    32,246       (4,785 )
Increase due to business combinations
    402       -  
At the end of the year
    535,036       593,785  

22           Other liabilities
 
(i)           Other liabilities – Non current

   
Year ended December 31,
 
   
2012
   
2011
 
             
Employees' severance indemnity
    44,040       44,598  
Pension Benefits
    49,221       43,621  
Employee Retention and long incentive program
    68,771       50,260  
Taxes Payable
    2,065       4,307  
Derivative Financial Instruments
    -       13,738  
Miscellaneous
    61,301       77,129  
      225,398       233,653  

Employees' severance indemnity

The amounts recognized in the statement of financial position are as follows:

   
Year ended December 31,
 
   
2012
   
2011
 
Values at the beginning of the period
    44,598       46,459  
Current service cost
    1,123       810  
Interest cost
    1,487       1,676  
Actuarial gains and losses
    3,054       937  
Translation differences
    213       (1,203 )
Used
    (5,825 )     (4,399 )
Increase due to business combinations
    1,189       -  
Other
    (1,799 )     318  
At the end of the year
    44,040       44,598  


The amounts recognized in the income statement are as follows:
 
Year ended December 31,
 
   
2012
   
2011
 
Expenses for defined contribution plans
    10,885       11,500  
Current service cost
    1,123       810  
Interest cost
    1,487       1,676  
Actuarial losses
    3,054       937  
Total included in Labor costs
    16,549       14,923  
 
 
- 42 -

 
 
22           Other liabilities (Cont.)
 
(i)           Other liabilities – Non current (Cont.)

The principal actuarial assumptions used were as follows:
 
Year ended December 31,
 
   
2012
   
2011
 
Discount rate
    3% - 6 %     4% - 7 %
Rate of compensation increase
    3% - 5 %     3% - 5 %

Pension benefits
 
§  
Unfunded
 
The amounts recognized in the statement of financial position for the current annual period and previous four annual periods are determined as follows:

   
Year ended December 31,
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
Present value of unfunded obligations
    68,870       63,133       52,917       44,261       40,339  
Unrecognized actuarial losses
    (21,613 )     (20,611 )     (15,643 )     (11,235 )     (14,580 )
Liability
    47,257       42,522       37,274       33,026       25,759  
Actuarial losses / (gains)
    2,194       6,011       5,141       (2,482 )     2,104  

The amounts recognized in the income statement are as follows:
 
Year ended December 31,
 
   
2012
   
2011
 
Current service cost
    2,043       2,062  
Interest cost
    4,132       3,518  
Net actuarial losses recognized in the year
    924       959  
Total included in Labor costs
    7,099       6,539  

Movement in the present value of unfunded obligation:
 
Year ended December 31,
 
   
2012
   
2011
 
At the beginning of the year
    63,133       52,917  
Translation differences
    (62 )     (210 )
Transfers, reclassifications and new participants of the plan
    884       969  
Total expenses
    6,175       5,580  
Actuarial losses
    2,194       6,011  
Benefits paid
    (3,517 )     (1,871 )
Other
    63       (263 )
At the end of the year
    68,870       63,133  


The principal actuarial assumptions used were as follows:
 
Year ended December 31,
 
   
2012
   
2011
 
Discount rate
    4% - 7 %     5% - 7 %
Rate of compensation increase
    2% - 3 %     2% - 3 %

 
- 43 -

 

22           Other liabilities (Cont.)

(i)           Other liabilities – Non current (Cont.)

Pension benefits (Cont.)

§  
Funded
 

The amounts recognized in the statement of financial position for the current annual period and previous four annual periods are as follows:

   
Year ended December 31,
 
   
2012
   
2011
   
2010
   
2009
   
2008
 
Present value of funded obligations
    187,772       172,116       162,740       144,005       117,463  
Unrecognized actuarial losses
    (47,502 )     (38,754 )     (20,425 )     (10,053 )     (4,581 )
Fair value of plan assets
    (140,550 )     (134,581 )     (134,346 )     (120,505 )     (99,511 )
(Assets) / Liability (*)
    (280 )     (1,219 )     7,969       13,447       13,371  
Actuarial losses / (gains) - Liability
    14,902       11,315       11,142       11,827       (11,787 )
Actuarial  (gains) / losses - Assets
    (2,908 )     8,813       (366 )     (7,694 )     18,820  

(*) In 2012 and 2011, $2.2 million and $2.3 million corresponding to an overfunded plan were reclassified within other non-current assets, respectively.

The amounts recognized in the income statement are as follows:
 
Year ended December 31,
 
   
2012
   
2011
 
Current service cost
    2,584       2,556  
Interest cost
    7,921       8,285  
Net actuarial losses recognized in the year
    3,194       1,599  
Expected return on plan assets
    (8,318 )     (8,679 )
Total included in Labor costs
    5,381       3,761  

Movement in the present value of funded obligations:
 
Year ended December 31,
 
   
2012
   
2011
 
At the beginning of the year
    172,116       162,740  
Translation differences
    (62 )     (2,888 )
Total expenses
    10,505       10,841  
Actuarial losses
    14,902       11,315  
Benefits paid
    (9,636 )     (10,077 )
Other
    (53 )     185  
At the end of the year
    187,772       172,116  

Movement in the fair value of plan assets:
 
Year ended December 31,
 
   
2012
   
2011
 
At the beginning of the year
    (134,581 )     (134,346 )
Translation differences
    1,588       2,617  
Expected  return on plan assets
    (8,318 )     (8,679 )
Actuarial (gains) / losses
    (2,908 )     8,813  
Contributions paid
    (5,972 )     (13,108 )
Benefits paid
    9,636       10,077  
Other
    5       45  
At the end of the year
    (140,550 )     (134,581 )
 
 
- 44 -

 
 
22           Other liabilities (Cont.)

(i)           Other liabilities – Non current (Cont.)

Pension benefits (Cont.)

§  
Funded (Cont.)

The major categories of plan assets as a percentage of total plan assets are as follows:

   
At December, 31
 
   
2012
   
2011
 
Equity instruments
    40.0 %     55.5 %
Debt instruments
    43.0 %     40.4 %
Others
    17.0 %     4.1 %

The principal actuarial assumptions used were as follows:

   
Year ended December 31,
 
   
2012
   
2011
 
Discount rate
    4% - 5 %     5% - 6 %
Rate of compensation increase
    3% - 4 %     3% - 4 %
Expected  rates of return of plan assets
    4% - 6 %     3% - 7 %


The expected return on plan assets is determined by considering the expected returns available on the assets underlying the current investment policy. Expected return on plan assets is determined based on long-term, prospective rates of return as of the end of the reporting period.

The employer contributions expected to be paid for the year 2013 amounts approximately to $5.9 million.

(ii)           Other liabilities – current

   
Year ended December 31,
 
   
2012
   
2011
 
Payroll and social security payable
    261,223       225,823  
Liabilities with related parties
    4,023       745  
Derivative financial instruments
    14,031       32,011  
Miscellaneous
    39,551       46,635  
      318,828       305,214  

23           Non-current allowances and provisions

 (i)           Deducted from non current receivables
   
Year ended December 31,
 
   
2012
   
2011
 
Values at the beginning of the year
    (3,445 )     (3,806 )
Translation differences
    450       276  
Reversals
    -       3  
                 
Used
    -       82  
At December 31,
    (2,995 )     (3,445 )

 
- 45 -

 
 
23           Non-current allowances and provisions (Cont.)
 
(ii)           Liabilities

   
Year ended December 31,
 
   
2012
   
2011
 
Values at the beginning of the year
    72,975       83,922  
Translation differences
    (4,427 )     (7,480 )
Additional provisions
    10,871       10,402  
Reclassifications
    -       (274 )
Used
    (12,234 )     (13,595 )
At December 31,
    67,185       72,975  

24                 Current allowances and provisions

(i)           Deducted from assets
 
Year ended December 31, 2012
 
Allowance for doubtful accounts - Trade receivables
   
Allowance for other doubtful accounts - Other receivables
   
Allowance for inventory obsolescence
 
                   
Values at the beginning of the year
    (25,949 )     (5,680 )     (152,737 )
Translation differences
    (65 )     359       985  
Additional allowances
    (3,840 )     (5,936 )     (49,907 )
Increase due to business combinations
    (269 )     -       (604 )
Used
    980       741       17,095  
At December 31, 2012
    (29,143 )     (10,516 )     (185,168 )
                         
Year ended December 31, 2011
 
Allowance for doubtful accounts - Trade receivables
   
Allowance for other doubtful accounts - Other receivables
   
Allowance for inventory obsolescence
 
                         
Values at the beginning of the year
    (20,828 )     (6,574 )     (151,439 )
Translation differences
    142       305       3,969  
Additional allowances
    (7,749 )     (694 )     (11,067 )
                         
Used
    2,486       1,283       5,800  
At December 31, 2011
    (25,949 )     (5,680 )     (152,737 )

(ii)           Liabilities
Year ended December 31, 2012
 
Sales risks
   
Other claims and contingencies
   
Total
 
                   
Values at the beginning of the year
    11,286       22,319       33,605  
Translation differences
    (82 )     245       163  
Additional allowances / (reversals)
    16,619       (6,995 )     9,624  
Reclassifications
    344       (354 )     (10 )
Used
    (14,055 )     (2,369 )     (16,424 )
At December 31, 2012
    14,112       12,846       26,958  
                         
Year ended December 31, 2011
 
Sales risks
   
Other claims and contingencies
   
Total
 
                         
Values at the beginning of the year
    6,182       18,919       25,101  
Translation differences
    (534 )     (493 )     (1,027 )
Additional allowances
    10,915       15,941       26,856  
Reclassifications
    2,463       (2,038 )     425  
Used
    (7,740 )     (10,010 )     (17,750 )
At December 31, 2011
    11,286       22,319       33,605  
 
 
- 46 -

 
 
25           Derivative financial instruments
 
Net fair values of derivative financial instruments
 
The net fair values of derivative financial instruments disclosed within Other Receivables and Other Liabilities at the reporting date, in accordance with IAS 39, are:
   
Year ended December 31,
 
 
 
2012
   
2011
 
             
Foreign exchange derivatives contracts
    17,852       5,238  
Embedded Canadian dollar forward purchases
    -       1,144  
Contracts with positive fair values
    17,852       6,382  
                 
Foreign exchange derivatives contracts
    (14,031 )     (45,040 )
Embedded Canadian dollar forward purchases
    -       (709 )
Contracts with negative fair values
    (14,031 )     (45,749 )
Total
    3,821       (39,367 )
 
Foreign exchange derivative contracts and hedge accounting
 
Tenaris applies hedge accounting to certain cash flow hedges of highly probable forecast transactions. The net fair values of exchange rate derivatives, including embedded derivatives and those derivatives that were designated for hedge accounting as of December 2012 and 2011, were as follows:
 
       
Fair Value
   
Hedge Accounting Reserve
 
Purchase currency
Sell currency
Term
 
2012
   
2011
   
2012
   
2011
 
ARS
USD
2013
    1,301       (842 )     (4,043 )     (8,067 )
USD
BRL
2013
    824       3,260       (818 )     -  
EUR
BRL
2013
    1,272       161       2,913       (144 )
USD
KWD
2013
    (151 )     12       (125 )     -  
USD
CAD
2013
    (105 )     (749 )     -       -  
EUR
USD
2013
    1,201       (625 )     -       -  
MXN
USD
2013
    1,324       (41,163 )     (563 )     -  
USD
COP
2013
    (847 )     77       -       -  
Others
        (998 )     67       (224 )     -  
Subtotal
        3,821       (39,802 )     (2,860 )     (8,211 )
CAD
USD (Embedded derivative)
2012
    -       435       -       -  
Total
        3,821       (39,367 )     (2,860 )     (8,211 )
 
Following is a summary of the hedge reserve evolution:

   
Equity Reserve
Dec-10
   
Movements 2011
   
Equity Reserve
Dec-11
   
Movements 2012
   
Equity Reserve
Dec-12
 
Foreign Exchange
    (3,562 )     (4,649 )     (8,211 )     5,351       (2,860 )
Interest Rate
    (5,367 )     5,367       -       -       -  
Total Cash flow Hedge
    (8,929 )     718       (8,211 )     5,351       (2,860 )

Tenaris estimates that the cash flow hedge reserve at December 31, 2012 will be recycled to the Consolidated Income Statement during 2013.
 
 
- 47 -

 
 
26           Contingencies, commitments and restrictions on the distribution of profits

Contingencies

Tenaris is involved in litigation arising from time to time in the ordinary course of business. Based on management’s assessment and the advice of legal counsel, it is not anticipated that the ultimate resolution of pending litigation will result in amounts in excess of recorded provisions (Notes 23 and 24) that would be material to Tenaris’s Consolidated Financial Position, results of operations and cash flows.

a)  
Conversion of tax loss carry-forwards
 
On December 18, 2000, the Argentine tax authorities notified Siderca S.A.I.C., a Tenaris subsidiary organized in Argentina (“Siderca”), of an income tax assessment related to the conversion of tax loss carry-forwards into Debt Consolidation Bonds under Argentine Law No. 24.073. The adjustments proposed by the tax authorities represent an estimated contingency of approximately Argentinean pesos (“ARS”) 116.7 million (approximately $23.8 million) at December 31, 2012, in taxes and penalties. Tenaris believes that it is not probable that the ultimate resolution of the matter will result in an obligation. Accordingly, no provision was recorded in these Consolidated Financial Statements.

b)  
Collection of Court Judgment in Brazil

In August 2012, Confab Industrial S.A., a Tenaris subsidiary organized in Brazil (“Confab”) collected from the Brazilian government an amount, net of attorney fees and other related expenses, of approximatel  Brazilian reais (“BRL”) 99.8 million (approximately $49.2 million), recorded in other operating income. The income tax effect on this gain amounted to approximately $17.1 million. This payment was ordered by a final court judgment that represents Confab’s right to interest and monetary adjustment over a tax benefit that had been paid to Confab in 1991 and determined the amount of such right. While certain extraordinary appeals from the Brazilian government seeking to reverse the court judgment are still pending, Tenaris believes that the likelihood of a reversal is remote.

Commitments

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

§  
A Tenaris company is a party to a five-year contract with Nucor Corporation, under which it committed to purchase from Nucor steel coils, with deliveries starting in January 2007 on a monthly basis. The Tenaris company had negotiated a one-year extension to the original contract, through December 2012. This contract has expired on December 31, 2012. A new three-month contract through March 2013 was renegociated and therefore as of December 31, 2012 no significant commitment arises.

§  
A Tenaris company has renegotiated  its previous ten year steel bars purchase contract with Rio Tinto Fer et Titane (ex- QIT), under which the Tenaris company had originally committed to purchase steel bars, with deliveries starting in July 2007. The amended contract gives either party the right to terminate the agreement upon a 2 year-written notice.  As of December 31, 2012 no significant commitment arises.

§  
A Tenaris company entered  into a contract with Siderar, a subsidiary of Ternium, for the supply of steam generated at the power generation facility that Tenaris owns in the compound of the Ramallo facility of Siderar. Under this contract, Tenaris is required to provide to Siderar 250 tn/hour of steam through 2018, and Siderar has the obligation to take or pay this volume. The amount of this gas supply agreement totals approximately $79.9 million.

Restrictions to the distribution of profits and payment of dividends

As of December 31, 2012, equity as defined under Luxembourg law and regulations consisted of:
(all amounts in thousands of U.S. dollars)
Share capital
    1,180,537  
Legal reserve
    118,054  
Share premium
    609,733  
Retained earnings including net income for the year ended December 31, 2012
    22,411,870  
Total equity in accordance with Luxembourg law
    24,320,194  

 
- 48 -

 
 
26           Contingencies, commitments and restrictions on the distribution of profits (Cont.)

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

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, 2012, 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, 2012, distributable amount under Luxembourg law totals $23.0 billion, as detailed below.

(all amounts in thousands of U.S. dollars)
Retained earnings at December 31, 2011 under Luxembourg law
    23,024,194  
Other income and expenses for the year ended December 31, 2012
    (163,720 )
Dividends paid
    (448,604 )
Retained earnings at December 31, 2012 under Luxembourg law
    22,411,870  
Share premium
    609,733  
Distributable amount at December 31, 2012 under Luxembourg law
    23,021,603  

27           Business combinations and other acquisitions

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

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

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

As of the date of issuance of these Consolidated Financial Statements, the Company has completed its purchase price allocation procedures and determined a goodwill included within the investment balance of $142.7 million.

An impairment test over the investment in Usiminas was performed as of December 31, 2012, and subsequently the goodwill of such investment was written down by $73.7 million. The impairment was mainly due to expectations of a weaker industrial environment in Brazil, where industrial production and consequently steel demand have been suffering downward adjustments. In addition, a higher degree of uncertainty regarding future prices of iron ore led to a reduction in the forecast of long term iron ore prices that affected cash flow expectations.

To determine the recoverable value, the value in use was used, which was calculated as the present value of the expected cash flows, considering the expected prices for the years covered by the projection. As of December 31, 2012 the discount rate used to test the investment in Usiminas for impairment was 9.6%.
 
 
 
- 49 -

 
 
27           Business combinations and other acquisitions (Cont.)

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

In 2012, the Company’s investment in Usiminas, contributed a total loss of $93.2 million mainly as a result of the above mentioned impairment of goodwill, a $11.4 million amortization of the difference between the fair value and book value of fixed assets and a $8.1 million loss from net losses in the year. In addition, the Company recognized other negative adjustments in connection with its investment in Usiminas for a total amount of $63.5 million. These negative adjustments, which are recorded as other comprehensive loss, are mainly attributable to a currency translation adjustment generated by the investment in Usiminas being maintained in BRL and are calculated as provided by IAS 21. As a result of these losses and the dividend received of approximately $1.0 million, the Company’s participation in Usiminas as of December 31, 2012 amounted to $346.9 million.
 
On February 18,  2013,  Usiminas published its annual accounts as of and for the year ended December 31, 2012, which state that revenues, post-tax losses from continuing operations and net assets amounted to $6.502 million, $319 million and $8.127 million, respectively.

Tenaris Brazilian subsidiary was notified of a lawsuit filed in Brazil by Companhia Siderúrgica Nacional (CSN) and various entities affiliated with CSN against this subsidiary and various subsidiaries of Ternium. The entities named in the CSN lawsuit had acquired a participation in Usiminas in January 2012.

The CSN lawsuit alleges that, under applicable Brazilian laws and rules, the acquirers were required to launch a tag-along tender offer to all minority holders of Usiminas ordinary shares for a price per share equal to 80% of the price per share paid in such acquisition, or 28.8 Brazilian reais (BRL), and seeks an order to compel the acquirers to launch an offer at that price plus interest. If so ordered, the offer would need to be made to 182,609,851 ordinary shares of Usiminas not belonging to Usiminas' control group, and Confab would have a 17.9% share in the offer.

Tenaris believes that CSN's allegations are groundless and without merit, as confirmed by several opinions of Brazilian counsel and previous decisions by Brazil's securities regulator Comissão de Valores Mobiliários, including a February 2012 decision determining that the above mentioned acquisition did not trigger any tender offer requirement. Accordingly, no provision was recorded in these Consolidated Financial Statements.

Confab delisting
 
Following a proposal by shareholders representing 32.6% of the shares held by the public in its controlled Brazilian subsidiary Confab, on March 22, 2012, Tenaris launched a delisting tender offer to acquire all of the ordinary and preferred shares held by the public in Confab for a price in cash of BRL 5.85 per ordinary or preferred share, subject to adjustments as described in the offer documents. The shareholders parties to the proposal had agreed to the offer price and had committed to tender their shares into the offer.
 
On April 23, 2012, at the auction for the offer, a total of 216,269,261 Confab shares were tendered. As a result, Tenaris attained the requisite threshold to delist Confab from the São Paulo Stock Exchange. The final cash price paid in the auction was BRL 5.90 per ordinary or preferred share (or approximately $3.14 per ordinary or preferred share). Subsequent to the auction, on April 23, 2012, Tenaris acquired 6,070,270 additional Confab shares in the market at the same price. Upon settlement of the offer and these subsequent purchases on April 26, 2012, Tenaris held in the aggregate approximately 95.9% of Confab.
 
Tenaris later acquired additional shares representing approximately 2.3% of Confab at the same price paid in the auction of the offer and on June 6, 2012, Confab exercised its right to redeem the remaining shares at the same price paid to the tendering shareholders (adjusted by Brazil’s SELIC rate). Confab became a wholly-owned subsidiary of Tenaris.
 
Tenaris’s total investment in Confab shares pursuant to these transactions amounted to approximately $758.5 million.
 
Business combinations

In August 2012, Tenaris acquired 100% of the shares of Filettature attrezzature speciali tubolari S.R.L. (“Fast”), for a purchase price of $21.4 million. Net equity acquired amounts to $19.9 million (mainly cash and cash equivalents for $14.9 million and fixed assets for $6.3 million).
 
 
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27           Business combinations and other acquisitions (Cont.)
 
Business combinations (Cont.)
 
In October 2011, Tenaris acquired Pipe Coaters Nigeria Ltd (Pipe Coaters), through the payment of a price of $11.3 million. Tenaris holds 40% of the shares and got the control. Net assets acquired amount to $24.7 million.
 
Had both transaction been consummated on January 1, 2012 and January 1, 2011, respectively, then Tenaris’s unaudited pro forma net sales and net income from continuing operations would not have changed materially.
 
Non-controlling interests

During the years ended December 31, 2011 and 2010 additional shares of certain Tenaris subsidiaries were acquired from non-controlling shareholders for approximately $16.6 million and $3.0 million, respectively.
 
28           Cash flow disclosures
     
Year ended December 31,
 
(i)
Changes in working capital
 
2012
   
2011
   
2010
 
 
Inventories
    (174,670 )     (335,337 )     (773,325 )
 
Receivables and prepayments
    (26,285 )     122,419       (51,449 )
 
Trade receivables
    (166,985 )     (456,874 )     (111,340 )
 
Other liabilities
    6,202       (30,058 )     22,781  
 
Customer advances
    78,446       (16,168 )     (25,056 )
 
Trade payables
    (19,720 )     66,378       261,807  
        (303,012 )     (649,640 )     (676,582 )
 
(ii)
Income tax accruals less payments
                 
 
Tax accrued
    541,558       475,370       395,507  
 
Taxes paid
    (702,509 )     (354,466 )     (420,954 )
        (160,951 )     120,904       (25,447 )
 
(iii)
Interest accruals less payments, net
                 
 
Interest accrued
    22,048       21,567       31,248  
 
Interest received
    41,996       38,399       44,269  
 
Interest paid
    (89,349 )     (84,846 )     (57,817 )
        (25,305 )     (24,880 )     17,700  
 
(iv)
Cash and cash equivalents
                 
 
Cash at banks, liquidity funds and short - term investments
    828,458       823,743       843,861  
 
Bank overdrafts
    (55,802 )     (8,711 )     (23,696 )
        772,656       815,032       820,165  
 
As of December 31, 2012, 2011 and 2010, the components of the line item “other, including currency translation adjustment” are immaterial to net cash provided by operating activities.
 
29           Related party transactions

As of December 31, 2012:  

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

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

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

§  
No person or group of persons controls RP STAK.

Based on the information most recently available to the Company, Tenaris’s directors and senior management as a group owned 0.12% of the Company’s outstanding shares.
 
 
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29           Related party transactions (Cont.)

At December 31, 2012, the closing price of Ternium’s ADSs as quoted on the New York Stock Exchange was $23.55 per ADS, giving Tenaris’s ownership stake a market value of approximately $541.0 million. At December 31, 2012, the carrying value of Tenaris’ ownership stake in Ternium, based on Ternium’s IFRS financial statements, was approximately $611.8 million. See Section II.B.2.

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

 
 (all amounts in thousands of U.S. dollars)
                 
(i)
Transactions
 
Year ended December 31,
 
     
2012
   
2011
   
2010
 
 
(a) Sales of goods and services
                 
 
Sales of goods to associated parties
    43,501       39,476       38,442  
 
Sales of goods to other related parties
    77,828       106,781       104,036  
 
Sales of services to associated parties
    14,583       14,732       12,073  
 
Sales of services to other related parties
    4,000       4,740       4,063  
        139,912       165,729       158,614  
                           
 
(b) Purchases of goods and services
                       
 
Purchases of goods to associated parties
    444,742       170,675       169,506  
 
Purchases of goods to other related parties
    19,745       22,134       30,671  
 
Purchases of services to associated parties
    112,870       88,707       63,043  
 
Purchases of services to other related parties
    87,510       113,764       132,614  
        664,867       395,280       395,834  

 
 (all amounts in thousands of U.S. dollars)
           
(ii)
Year-end balances
 
At December, 31
 
     
2012
   
2011
 
 
(a) Arising from sales / purchases of goods / services
           
 
Receivables from associated parties
    64,125       40,305  
 
Receivables from other related parties
    20,389       11,352  
 
Payables to associated parties
    (86,379 )     (38,129 )
 
Payables to other related parties
    (14,123 )     (6,983 )
        (15,988 )     6,546  
                   
 
(b) Financial debt
               
 
Borrowings from associated parties
    (3,909 )     (8,650 )
 
Borrowings from other related parties
    (2,212 )     (1,851 )
        (6,121 )     (10,501 )

Directors’ and senior management compensation
 
During the years ended December 31, 2012, 2011 and 2010, the cash compensation of Directors and Senior managers amounted to $24.1 million, $25.7 million and $18.6 million respectively. In addition, Directors and Senior managers received 542, 555 and 485 thousand units for a total amount of $5.2 million, $4.9 million and $4.1 million respectively in connection with the Employee retention and long term incentive program mentioned in Note O (4).
 
 
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30           Principal subsidiaries

The following is a list of Tenaris’s principal subsidiaries and its direct and indirect percentage of ownership of each controlled company at December 31, 2012.

Company
Country of Incorporation
Main activity
Percentage of ownership at    December 31, (*)
     
2012
2011
2010
ALGOMA TUBES INC.
Canada
Manufacturing of seamless steel pipes
100%
100%
100%
CONFAB INDUSTRIAL S.A. and subsidiaries (a)
Brazil
Manufacturing of welded steel pipes and capital goods
100%
41%
41%
DALMINE S.p.A.
Italy
Manufacturing of seamless steel pipes
99%
99%
99%
HYDRIL COMPANY and subsidiaries (except detailed) (b)
USA
Manufacturing and marketing of premium connections
100%
100%
100%
INVERSIONES BERNA S.A.
Chile
Financial Company
100%
100%
100%
MAVERICK TUBE CORPORATION and subsidiaries (except detailed)
USA
Manufacturing of welded steel pipes
100%
100%
100%
NKKTUBES
Japan
Manufacturing of seamless steel pipes
51%
51%
51%
PT SEAMLESS PIPE INDONESIA JAYA
Indonesia
Manufacturing of seamless steel products
77%
77%
77%
PRUDENTIAL STEEL ULC
Canada
Manufacturing of welded steel pipes
100%
100%
100%
S.C. SILCOTUB S.A.
Romania
Manufacturing of seamless steel pipes
100%
100%
100%
SIAT S.A.
Argentina
Manufacturing of welded and seamless steel pipes
100%
82%
82%
SIDERCA S.A.I.C. and subsidiaries (except detailed) (c)
Argentina
Manufacturing of seamless steel pipes
100%
100%
100%
TALTA - TRADING E MARKETING SOCIEDADE UNIPESSOAL LDA.
Madeira
Trading and holding Company
100%
100%
100%
TENARIS FINANCIAL SERVICES S.A.
Uruguay
Financial company
100%
100%
100%
TENARIS GLOBAL SERVICES (CANADA) INC.
Canada
Marketing of steel products
100%
100%
100%
TENARIS GLOBAL SERVICES (PANAMA) S.A. - Suc. Colombia
Colombia
Marketing of steel products
100%
100%
100%
TENARIS GLOBAL SERVICES (U.S.A.) CORPORATION
USA
Marketing of steel products
100%
100%
100%
TENARIS GLOBAL SERVICES NIGERIA LIMITED
Nigeria
Marketing of steel products
100%
100%
100%
TENARIS GLOBAL SERVICES NORWAY A.S.
Norway
Marketing of steel products
100%
100%
100%
TENARIS GLOBAL SERVICES S.A. and subsidiaries (except detailed) (d)
Uruguay
Marketing and distribution of steel products and holding company
100%
100%
100%
TENARIS GLOBAL SERVICES (UK) LTD
United Kingdom
Marketing of steel products
100%
100%
100%
TENARIS INVESTMENTS S.à r.l.
Luxembourg
Holding Company
100%
100%
100%
TENARIS INVESTMENTS S.à r.l., Zug Branch
Switzerland
Financial services
100%
100%
100%
TENARIS INVESTMENTS SWITZERLAND AG and subsidiaries (except detailed)
Switzerland
Holding Company
100%
100%
100%
TUBOS DE ACERO DE MEXICO S.A.
Mexico
Manufacturing of seamless steel pipes
100%
100%
100%
TUBOS DEL CARIBE LTDA.
Colombia
Manufacturing of welded steel pipes
100%
100%
100%

(*) All percentages rounded.
(a) For 2011 and 2010, Tenaris holds 99% of the voting shares of Confab Industrial S.A.
(b) Tenaris holds 100% of Hydril’s subsidiaries except for Technical Drilling & Production Services Nigeria Ltd. where it holds 60%.
(c) Tenaris holds 100% of Siderca’s subsidiaries, except for Scrapservice S.A. where it holds 75%.
(d) Tenaris holds 95% of Tenaris Supply Chain S.A, 95% of Tenaris Saudi Arabia Limited 60% of Gepnaris S.A. and 40% of Tubular Technical Services and Pipe Coaters.
 
 
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31         Nationalization of Venezuelan Subsidiaries

In May 2009, within the framework of Decree Law 6058, Venezuela’s President Hugo Chávez announced the nationalization of, among other companies, the Company's majority-owned subsidiaries TAVSA - Tubos de Acero de Venezuela S.A. ("Tavsa") and, Matesi Materiales Siderúrgicos S.A ("Matesi"), and Complejo Siderúrgico de Guayana, C.A ("Comsigua"), in which the Company has a non-controlling interest (collectively, the “Venezuelan Companies").

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

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

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

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

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

In July 2012, Tenaris and Talta initiated separate arbitration proceedings against Venezuela before the ICSID, seeking adequate and effective compensation for the expropriation of their respective investments in Tavsa and Comsigua. This case was registered by the ICSID on August 27, 2012.

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

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

 
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31           Nationalization of Venezuelan Subsidiaries (Cont.)

Tenaris or its subsidiaries have net receivables with the Venezuelan Companies as of December 31, 2012 for a total amount of approximately $28 million.

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

32           Fees paid to the Company's principal accountant

Total fees accrued for professional services rendered by PwC Network firms to Tenaris S.A. and its subsidiaries are detailed as follows:

(all amounts in thousands of U.S. dollars)
 
Year ended December 31,
 
   
2012
   
2011
   
2010
 
Audit Fees
    5,446       5,398       4,291  
Audit-Related Fees
    335       99       77  
Tax Fees
    137       151       161  
All Other Fees
    32       4       88  
Total
    5,950       5,652       4,617  

33           Subsequent event

 
Annual Dividend Proposal

On February 21, 2013 the Company’s board of directors proposed, for the approval of the Annual General Shareholders' meeting to be held on May 2, 2013, the payment of an annual dividend of $0.43 per share ($0.86 per ADS), or approximately $507.6 million, which includes the interim dividend of $0.13 per share ($0.26 per ADS) or approximately $153.5 million, paid on November 22, 2012. If the annual dividend is approved by the shareholders, a dividend of $0.30 per share ($0.60 per ADS), or approximately $354.2 million will be paid on May 23, 2013, with an ex-dividend date of May 20, 2013. These Consolidated Financial Statements do not reflect this dividend payable.







 
Ricardo Soler
 
 
Chief Financial Officer
 

 
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