form6k.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 29, 2008


TENARIS, S.A.
(Translation of Registrant's name into English)


TENARIS, S.A.
46a, Avenue John F. Kennedy
L-1855 Luxembourg
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.
 
Form 20-F Ö  Form 40-F __
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.

Yes __ No Ö
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-___.
 


 
 

 

The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris' Consolidated Financial Statements for the years ended December 31, 2007, 2006 and 2005.


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 29, 2008


Tenaris, S.A.


By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary

 
 

 

TENARIS S.A.


CONSOLIDATED
FINANCIAL STATEMENTS

For the years ended December 31, 2007, 2006 and 2005


46a, Avenue John F. Kennedy – 2nd Floor.
L – 1855 Luxembourg

 
 

 

CONSOLIDATED INCOME STATEMENTS
 
(all amounts in thousands of U.S. dollars, unless otherwise stated)
     
Year ended December 31,
 
   
Notes
 
2007
   
2006
   
2005
 
Continuing operations
                     
Net sales
   
1
    10,042,008       7,727,745       6,209,791  
Cost of sales
   
2
    (5,515,767 )     (3,884,226 )     (3,429,365 )
Gross profit
          4,526,241       3,843,519       2,780,426  
Selling, general and administrative expenses
   
3
    (1,573,949 )     (1,054,806 )     (832,315 )
Other operating income
   
5(i)
    28,704       13,077       12,396  
     
5 (ii)
    (23,771      (9,304      (14,595
Operating income
          2,957,225       2,792,486       1,945,912  
Interest income
   
6
    93,392       60,798       23,815  
Interest expense
   
6
    (275,648 )     (92,576 )     (52,629 )
Other financial results
   
6
    (22,754 )     26,826       (79,772 )
Income before equity in earnings of associated companies and income tax
          2,752,215       2,787,534       1,837,326  
Equity in earnings of associated companies
   
7
    113,276       94,667       117,377  
Income before income tax
          2,865,491       2,882,201       1,954,703  
Income tax
   
8
    (823,924 )     (869,977 )     (567,368 )
Income for continuing operations
          2,041,567       2,012,224       1,387,335  
                               
Discontinued operations (see Note 29)
                             
Income (loss) for discontinued operations
          34,492       47,180       (3 )
                               
Income for the year
          2,076,059       2,059,404       1,387,332  
                               
Attributable to:
                             
Equity holders of the Company
          1,923,748       1,945,314       1,277,547  
Minority interest
          152,311       114,090       109,785  
            2,076,059       2,059,404       1,387,332  
                               
                               
Earnings per share attributable to the equity holders of the Company during year
                             
Weighted average number of ordinary shares (thousands)
   
9
    1,180,537       1,180,537       1,180,537  
Earnings per share (U.S. dollars per share)
   
9
    1.63       1.65       1.08  
Earnings per ADS (U.S. dollars per ADS)
   
9
    3.26       3.30       2.16  

The accompanying notes are an integral part of these consolidated financial statements.

 
 

 
 
CONSOLIDATED BALANCE SHEETS
 
(all amounts in thousands of U.S. dollars)
         
At December 31, 2007
   
At December 31, 2006
 
     
Notes
             
ASSETS
                               
Non-current assets
                               
Property, plant and equipment, net
   
10
      3,269,007             2,939,241        
Intangible assets, net
   
11
      4,542,352             2,844,498        
Investments in associated companies
   
12
      509,354             422,958        
Other investments
   
13
      35,503             26,834        
Deferred tax assets
   
21
      310,590             291,641        
Receivables
   
14
      63,738       8,730,544       41,238       6,566,410  
Current assets
   
 
                                 
Inventories
   
15
      2,598,856               2,372,308          
Receivables and prepayments
   
16
      222,410               272,632          
Current tax assets
   
17
      242,757               202,718          
Trade receivables
   
18
      1,748,833               1,625,241          
Other investments
   
19
      87,530               183,604          
Cash and cash equivalents
   
19
      962,497       5,862,883       1,372,329       6,028,832  
Current and non current assets held for sale
   
29
              651,160               -  
                      6,514,043               6,028,832  
Total assets
                    15,244,587               12,595,242  
EQUITY
                                       
Capital and reserves attributable to the Company’s equity holders
                                       
Share capital
            1,180,537               1,180,537          
Legal reserves
            118,054               118,054          
Share premium
            609,733               609,733          
Currency translation adjustments
            266,049               3,954          
Other reserves
            18,203               28,757          
Retained earnings
            4,813,701       7,006,277       3,397,584       5,338,619  
Minority interest
                    523,573               363,011  
Total equity
                    7,529,850               5,701,630  
LIABILITIES
                                       
Non-current liabilities
                                       
Borrowings
   
20
      2,869,466               2,857,046          
Deferred tax liabilities
   
21
      1,233,836               991,945          
Other liabilities
   
22 (i)
      185,410               186,724          
Provisions
   
23(ii)
      97,912               92,027          
Trade payables
            47       4,386,671       366       4,128,108  
Current liabilities
                                       
Borrowings
   
20
      1,150,779               794,197          
Current tax liabilities
            341,028               565,985          
Other liabilities
   
22(ii)
      252,204               187,701          
Provisions
   
24(ii)
      19,342               26,645          
Customer advances
            449,829               352,717          
Trade payables
            847,842       3,061,024       838,259       2,765,504  
Liabilities associated with current and non-current assets held for sale
   
29
              267,042               -  
                      3,328,066               2,765,504  
Total liabilities
                    7,714,737               6,893,612  
Total equity and liabilities
                    15,244,587               12,595,242  
 
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.

 
 

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 
(all amounts in thousands of U.S. dollars)
 
   
Attributable to equity holders of the Company
             
   
Share Capital
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings (*)
   
Minority Interest
   
Total
 
                                                 
Balance at January 1, 2007
    1,180,537       118,054       609,733       3,954       28,757       3,397,584       363,011       5,701,630  
                                                                 
Currency translation differences
    -       -       -       262,095       -       -       47,766       309,861  
Change in equity reserves (see Section III C)
    -       -       -       -       (10,554 )     -       -       (10,554 )
Acquisition and decrease of minority interest
    -       -       -       -       -       -       20,748       20,748  
Dividends paid in cash
    -       -       -       -       -       (507,631 )     (60,263 )     (567,894 )
Income for the year
    -       -       -       -       -       1,923,748       152,311       2,076,059  
                                                                 
Balance at December 31, 2007
    1,180,537       118,054       609,733       266,049       18,203       4,813,701       523,573       7,529,850  
 
(*) The Distributable Reserve and Retained Earnings calculated according to Luxembourg Law are disclosed in Note 26.

The accompanying notes are an integral part of these consolidated financial statements.

 
 

 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (Cont.)
 
(all amounts in thousands of U.S. dollars)
 
   
Attributable to equity holders of the Company
             
   
Share Capital
   
Legal Reserves
   
Share Premium
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings
   
Minority Interest
   
Total
 
                                                 
Balance at January 1, 2006
    1,180,537       118,054       609,733       (59,743 )     2,718       1,656,503       268,071       3,775,873  
                                                                 
Currency translation differences
    -       -       -       63,697       -       -       15,225       78,922  
Change in equity reserves (see Section III C and Note 27 (d))
    -       -       -       -       26,039       -       -       26,039  
Acquisition of minority interest
    -       -       -       -       -       -       (11,181 )     (11,181 )
Dividends paid in cash
    -       -       -       -       -       (204,233 )     (23,194 )     (227,427 )
Income for the year
    -       -       -       -       -       1,945,314       114,090       2,059,404  
                                                                 
Balance at December 31, 2006
    1,180,537       118,054       609,733       3,954       28,757       3,397,584       363,011       5,701,630  
 
 
   
Attributable to equity holders of the Company
             
   
Share Capital
   
Legal Reserves
   
Share Premium
   
Other Distributable Reserve
   
Currency Translation Adjustment
   
Other Reserves
   
Retained Earnings
   
Minority Interest
   
Total
 
                                                       
Balance at January 1, 2005
    1,180,537       118,054       609,733       82       (30,020 )     -       617,538       165,271       2,661,195  
Effect of adopting IFRS 3 (see Section II F)
    -       -       -       -       -       -       110,775       -       110,775  
                                                                         
Adjusted balance at January 1, 2005
    1,180,537       118,054       609,733       82       (30,020 )     -       728,313       165,271       2,771,970  
Currency translation differences
    -       -       -       -       (29,723 )     -       -       7,180       (22,543 )
Increase in equity reserves in Ternium
    -       -       -       -       -       2,718       -       -       2,718  
Acquisition of minority interest
    -       -       -       -       -       -       -       153       153  
Dividends paid in cash
    -       -       -       (82 )     -       -       (349,357 )     (14,318 )     (363,757 )
Income for the year
    -       -       -       -       -       -       1,277,547       109,785       1,387,332  
 
                                                                       
Balance at December 31, 2005
    1,180,537       118,054       609,733       -       (59,743 )     2,718       1,656,503       268,071       3,775,873  

The accompanying notes are an integral part of these consolidated financial statements.

 
 

 

CONSOLIDATED CASH FLOW STATEMENTS
 
           
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
   
Note
   
2007
   
2006
   
2005
 
Cash flows from operating activities
                         
Income for the year
            2,076,059       2,059,404       1,387,332  
Adjustments for:
                               
Depreciation and amortization
   
10 & 11
      514,820       255,004       214,227  
Income tax accruals less payments
   
28 (ii)
      (393,055 )     56,836       149,487  
Equity in earnings of associated companies
            (94,888 )     (94,667 )     (117,377 )
Interest accruals less payments, net
   
28 (iii)
      (21,302 )     21,909       1,919  
Income from disposal of investment and other
            (18,388 )     (46,481 )     -  
Changes in provisions
            (421 )     8,894       6,497  
Proceeds from Fintecna arbitration award net of BHP settlement
            -       -       66,594  
Changes in working capital
   
28 (iv)
      (110,425 )     (469,517 )     (433,939 )
Other, including currency translation adjustment
            68,224       19,474       20,583  
Net cash provided by operating activities
            2,020,624       1,810,856       1,295,323  
                                 
Cash flows from investing activities
                               
Capital expenditures
   
10 & 11
      (447,917 )     (441,472 )     (284,474 )
Acquisitions of subsidiaries and minority interest
   
27
      (1,927,262 )     (2,387,249 )     (48,292 )
Other disbursements relating to the acquisition of Hydril
            (71,580 )     -       -  
Decrease in subsidiaries / associated
            27,321       52,995       -  
Convertible loan to associated companies
            -       -       (40,358 )
Proceeds from disposal of property, plant and equipment and intangible assets
            24,041       15,347       9,995  
Dividends and distributions received from associated companies
   
12
      12,170       -       59,127  
Changes in restricted bank deposits
            21       2,027       11,452  
Reimbursement from trust funds
            -       -       (119,907 )
Investments in short terms securities
            96,074       (63,697 )     119,666  
Net cash used in  investing activities
            (2,287,132 )     (2,822,049 )     (292,791 )
                                 
Cash flows from financing activities
                               
Dividends paid
            (507,631 )     (204,233 )     (349,439 )
Dividends paid to minority interest in subsidiaries
            (60,263 )     (23,194 )     (14,318 )
Proceeds from borrowings
            2,718,264       3,033,230       1,222,861  
Repayments of borrowings
            (2,347,054 )     (1,105,098 )     (1,463,233 )
Net cash (used in) provided by  financing activities
            (196,684 )     1,700,705       (604,129 )
(Decrease) Increase in cash and cash equivalents
            (463,192 )     689,512       398,403  
                                 
Movement in cash and cash equivalents
                               
At the beginning of the period
            1,365,008       680,591       293,824  
Effect of exchange rate changes
            52,487       (5,095 )     (11,636 )
(Decrease) Increase in cash and cash equivalents
            (463,192 )     689,512       398,403  
At December 31,
   
28 (iv)
      954,303       1,365,008       680,591  

Non-cash financing activity
                 
Conversion of debt to equity in subsidiaries
    35,140       -       -  
 
The accompanying notes are an integral part of these consolidated financial statements.

 
 

 

INDEX TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
I.
 
GENERAL INFORMATION
V.
 
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 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 receivables
12
 
Investments in associated companies
K
 
Cash and cash equivalents
13
 
Other investments non current
L
 
Shareholders’ Equity
14
 
Receivables - non current
M
 
Borrowings
15
 
Inventories
N
 
Income taxes - Current and Deferred
16
 
Receivables and prepayments
O
 
Employee - related liabilities
17
 
Current tax assets
P
 
Employees’ statutory profit sharing
18
 
Trade receivables
Q
 
Provisions and other liabilities
19
 
Cash and cash equivalents, and Other investments
R
 
Trade payables
20
 
Borrowings
S
 
Revenue recognition
21
 
Deferred income tax
T
 
Cost of sales and sales expenses
22
 
Other liabilities
U
 
Earnings per share
23
 
Non-current allowances and provisions
V
 
Derivative financial instruments
24
 
Current allowances and provisions
     
25
 
Derivative financial instruments
III.
 
FINANCIAL RISK MANAGEMENT
26
 
Contingencies, commitments and restrictions on the distribution of profits
     
27
 
Business combinations and other acquisitions
IV.
 
IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS
28
 
Cash flow disclosures
     
29
 
Current and non current assets held for sale and discontinued operations
     
30
 
Related party transactions
     
31
 
Principal subsidiaries

 
 

 

I. GENERAL INFORMATION
 
Tenaris S.A. (the “Company”), a Luxembourg corporation (societé anonyme holding), was incorporated on December 17, 2001, as a holding company in steel pipe manufacturing and distributing operations. The Company holds, either directly or indirectly, controlling interests in various subsidiaries. References in these financial statements to “Tenaris” refer to Tenaris S.A. and its consolidated subsidiaries.

The Company’s shares trade on the Milan Stock Exchange, the Buenos Aires Stock Exchange and the Mexico City Stock Exchange; the Company’s American Depositary Securities trade on the New York Stock Exchange.

These Consolidated Financial Statements were approved for issue by the Company’s Board of Directors on February 27, 2008.

II. ACCOUNTING POLICIES
 
A
Basis of presentation
 
The Consolidated Financial Statements of Tenaris and its subsidiaries have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board 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 presented in thousands of U.S. dollars (“$”).

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

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 balance sheet dates, and the reported amounts of revenues and expenses during the reporting years. Actual results may differ from these estimates.
 
B
Group accounting
 
(1)
Subsidiary companies

Subsidiary companies are entities which are controlled by Tenaris as a result of its ownership of more than 50% of the voting rights or its ability to otherwise govern an entity’s financial and operating policies. Subsidiaries are consolidated from the date on which control is exercised by the Company and are no longer consolidated from the date that the Company ceases to have control.

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 acquisition, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The excess of the cost of acquisition over the fair value of Tenaris share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement.

Material intercompany transactions and balances 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 intercompany transactions are generated. These are included in the Consolidated Income Statement under Other financial results.
 
See Note 31 for the list of the principal subsidiaries.

 
 

 

B
Group accounting (Cont.)
 
(2)
Associated companies
 
Investments in associated companies are accounted for by the equity method of accounting and initially recognized at cost. Associated companies are companies in which Tenaris owns between 20% and 50% of the voting rights or over which Tenaris has significant influence, but does not have control. Unrealized results on transactions between Tenaris and its associated companies are eliminated to the extent of Tenaris’ interest in the associated companies. Unrealized losses are also eliminated but considered 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 associated companies is recorded in Equity in earnings of associated companies. The Company’s pro-rata share of changes in other reserves is recognized in reserves in the Statement of Changes in Equity.

The Company’s investment in Ternium S.A. (“Ternium”) has been accounted for by the equity method, as Tenaris has significant influence as defined by IAS 28, Investments in Associates. At December 31, 2007, Tenaris holds 11.46% of Ternium’s common stock. 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 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’ proportional ownership of Ternium’s shareholders’ equity at the transaction date. As a result of this treatment, Tenaris’ 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.

C
Segment information
 
The Company is organized in three major business segments: Tubes, Projects and Other.

The Tubes segment includes the operations that consist of the production and selling of both seamless and welded steel tubular products and related services mainly for energy and industrial applications.

The Projects segment includes the operations that consist of the production and selling of welded steel pipe products mainly used in the construction of major pipeline projects.

The Others segment includes the operations that consist of the production and selling of sucker rods, welded steel pipes for electric conduits, industrial equipment and raw materials, such as hot briquetted iron, or HBI, that exceed Tenaris’s internal requirements.

In May 2007, Tenaris acquired Hydril Company (“Hydril”), a company engaged in engineering, manufacturing and selling of premium connections and pressure control products for oil and gas drilling production. Hydril’s premium connections business was allocated to the Tubes segment and a new segment was initially created -Pressure Control- for Hydril’s pressure control business. On January 28, 2008, Tenaris entered into an agreement with General Electric Company (GE) to sell the pressure control business; in accordance with IFRS 5, the pressure control business has been disclosed as current and non current assets and liabilities held for sale and discontinued operations.

Corporate general and administrative expenses have been allocated to the Tubes segment.

 
 

 

Segment information (Cont.)
 
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. Generally, the functional currency of the Company’s subsidiaries is the respective local currency. Tenaris argentine operations, however, which consist of Siderca S.A.I.C. (“Siderca”) and its Argentine subsidiaries, have determined their functional currency to be the U.S. dollar, based on the following considerations:

 
·
Sales are mainly negotiated, denominated and settled in U.S. dollars. If priced in a currency other than the U.S. dollar, the price considers exposure to fluctuation in the rate of exchange rate versus the U.S. dollar;
 
·
Prices of critical raw materials and inputs are priced and settled in U.S. dollars;
 
·
The exchange rate of the currency of Argentina has long-been affected by recurring and severe economic crises; and
 
·
Net financial assets and liabilities are mainly received and maintained in U.S. dollars.

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

(2)
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. Balance sheet positions are translated at the end-of-year exchange rates. Translation differences are recognized in equity as currency translation adjustments. In the case of a sale or other disposal of any such subsidiary, any accumulated translation difference would be recognized in income as a gain or loss from the sale.

(3)
Transactions in currencies other than the functional currency
 
Transactions in currencies other than the functional currency are accounted for at the exchange rates prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions, including intercompany transactions, and from the translation 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 income statement.

E
Property, plant and equipment
 
Property, plant and equipment are recognized at historical acquisition or construction cost less accumulated depreciation and impairment losses. 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.

 
 

 

E
Property, plant and equipment (Cont.)
 
Major overhaul and rebuilding expenditures are capitalized as property, plant and equipment only when 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(“Borrowing Costs”) . Capital assets for which borrowing costs are capitalized are those that require a substantial period of time to prepare for their intended use.

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:

Buildings and improvements
30-50 years
Plant and production equipment
10-20 years
Vehicles, furniture and fixtures, and other equipment
4-10 years

The residual values and useful lives of significant plant and equipment are reviewed, and adjusted if appropriate, at each year-end date. Any charges from such reviews are included in Cost of sales in the Income Statement.

Management’s reestimation of assets useful lives, performed in accordance with IAS 16 (“Property plant and equipment”), did not materially affect depreciation expenses for 2007.

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 net proceeds with the carrying amount of assets. These are included in Other operating income or Other operating expenses in the Income Statement.

F
Intangible assets
 
(1)
Goodwill
 
Goodwill represents the excess of the acquisition cost over the fair value of Tenaris’ share of net assets acquired as part of business combinations determined mainly by independent valuation. Separately recognized goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. No impairment losses related to goodwill were recorded by Tenaris during the three years covered by these Consolidated Financial Statements. In the event of impairment, reversals are not allowed. Goodwill is included in Intangible assets, net on the Balance Sheet.

Goodwill is allocated to cash-generating units (“CGU’s”) for the purpose of impairment testing. The allocation is made to those CGU expected to benefit from the business combination which generated the goodwill being tested.

Negative goodwill represents an excess of the fair value of identifiable net assets acquired in a business combination over the cost of the acquisition. IFRS 3 (“Business Combinations”) requires negative goodwill to be recognized immediately as a gain in the Income Statement.

 
 

 

Intangible assets (Cont.)
 
(1)
Goodwill (Cont.)
 
Upon the adoption of IFRS 3, adopted together with the revised IAS 38 (“Intangible Assets”), and IAS 36 (“Impairment of Assets”), previously accumulated negative goodwill was required to be derecognized through an adjustment to retained earnings. The derecognition of negative goodwill in this manner resulted in an increase of $110.8 million in the opening balance of the Company's equity at January 1, 2005.
 
(2)
Information systems projects
 
Costs associated with developing or 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 classified as Selling, general and administrative expenses in the Income Statement.

(3)
Licenses, patents, trademarks and proprietary technology
 
Expenditures on acquired patents, trademarks, technology transfer and licenses are capitalized and amortized using the straight-line method over their estimated useful lives, not exceeding a period of 10 years.
 
Trademarks acquired through acquisitions amounting to $149.1 million at December 31, 2007, out of which $57.1 million are disclosed within current and non current assets held for sale, have indefinite useful lives according to external appraisal. 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 income statement as incurred. Research and development expenditures included in Cost of sales for the years 2007, 2006 and 2005 totaled $61.7 million , $46.9 million and $34.7 million, respectively.

(5)
Customer relationships and backlog acquired in a business combination

In accordance with IFRS 3 and IAS 38, Tenaris has recognized the value of customer relationships and backlog separately from goodwill attributable to the acquisition of Maverick and Hydril, as further disclosed in Note 27 (a) and (c).

Customer relationships are amortized using the straight-line method over a useful average life of approximately 14 years for Maverick and 10 years for Hydril.

Backlog refers to fair value calculated with the discounted cash flow method of agreements and/or relationships that effectively represent "pre-sold" business for Hydril pressure control. It is amortized using the straight-line method over a useful average life of approximately 2 years.

 
 

 

Impairment of non financial assets

In accordance with IFRS 3, IAS 36 and IAS 38, long-lived assets including identifiable intangible assets and goodwill are regularly reviewed for impairment.

Intangible assets with indefinite useful life, including goodwill, are subject to at least an annual impairment test for possible impairment whereas, the remaining long lived assets are tested whenever events or changes in circumstances indicate that the balance sheet carrying amount of the asset may not be recoverable.

To carry out these tests, assets are grouped into CGUs. The value in use of these units is determined on the basis of the present value of net future cash flows which will be generated by the assets tested. Cash flows are discounted at rates that reflect specific country and currency risks.

H
Other investments

Other investments consist primarily of investments in financial debt instruments.

All of Tenaris investments are classified as financial assets “at fair value through profit or loss”.

Purchases and sales of financial investments are recognized as of the trade date, which is the date that Tenaris commits to purchase or sell the investment, and which is not significantly different from the actual settlement date. The change in fair value of financial investments designated as held at fair value through profit or loss is charged to Financial results in the Income Statement.

Results from financial investments are recognized in Financial results in the income statement.

The fair values of quoted investments are based on current mid prices (see Section III. Financial Risk Management). 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.

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. 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.
 
Trade receivables

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

 
 

 

Cash and cash equivalents
 
Cash and cash equivalents are comprised of cash in banks, short-term money market funds and highly liquid short-term securities with a maturity of less than 90 days at the date of purchase. Assets recorded in cash and cash equivalents are carried at fair market value, or at historical cost which approximates fair market value.

For the purposes of the cash flow statement, cash and cash equivalents is comprised of cash, bank accounts and short-term highly liquid investments and overdrafts.

On the Balance Sheet, bank overdrafts are included in borrowings in current liabilities.
 
Shareholders’ Equity
 
(1)
Basis of presentation
 
The consolidated statement of changes in equity includes:
 
 
·
The value of share capital, legal reserve, share premium and other distributable reserve calculated in accordance with Luxembourg Law;
 
·
The currency translation adjustment, other reserves, retained earnings and minority interest calculated in accordance with IFRS.

(2)
Share capital
 
Total ordinary shares issued and outstanding as of December 31, 2007, 2006 and 2005 is 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 paid by the Company to shareholders
 
Dividends payable are recorded in the Company’s financial statements in the year in which they are approved by the Company’s shareholders, 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. As a result, retained earnings included in the Consolidated Financial Statements may not be wholly distributable (See Note 26).
 
Borrowings
 
Borrowings are recognized initially for an amount equal to the proceeds received net of transaction costs. In subsequent years, borrowings are stated at amortized cost.
 
Income Taxes – Current and Deferred
 
Under present Luxembourg law, the Company is not subject to income tax, withholding tax on dividends paid to shareholders or capital gains tax payable in Luxembourg as long as the Company maintains its status as a “1929 Holding Billionaire Company”. Following a previously announced decision by the European Commission, the Grand-Duchy of Luxembourg has terminated its 1929 holding company regime, effective January 1, 2007. However, under the implementing legislation, pre-existing publicly listed companies -including the Company- will be entitled to continue benefiting from their current tax regime until December 31, 2010.

The current income tax charge is calculated on the basis of the tax laws in effect 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.

 
 

 

Income Taxes – Current and Deferred (Cont.)

Deferred income taxes are calculated applying the liability method on temporary differences arising between the tax basis 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 pensions. 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 expected to be settled, based on tax laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax assets are recognized to the extent it is probable that future taxable income will be available to utilize those recognized deferred tax assets against such income.

Employee-related liabilities
 
(a)
Employee severance indemnity

Employee severance indemnity costs are assessed annually using the projected unit credit method. Employee severance indemnity 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 in effect in each respective country. The cost of this obligation is charged to the income statement over the expected service lives of employees.

This provision is primarily related to the liability accrued for employees at Tenaris’ Italian and Mexican subsidiaries.

As from January 1, 2007 as a consequence of a change in an Italian law, employees were entitled to make contributions to external funds or to maintain the contributions within the company. If the employee chooses to make contributions to the external funds Tenaris’ Italian subsidiary pays every year the matured contribution to the funds and no more obligation will be in charge of it. As a consequence of the abovementioned, the structure of the plan could be changed from a defined benefit plan to a defined contribution plan effective from the date of the choice, but only limited to the contributions of 2007 onwards.

(b)
Defined benefit pension obligations

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

Post-retirement costs are assessed using the projected unit credit method. Post-retirement obligations are measured at the present value of the estimated future cash outflows, based on actuarial calculations provided by independent advisors.

Benefits provided under one of Tenaris’ plans are provided in U.S. dollars, and are calculated based on seven-year salary averages. Tenaris accumulates assets for the payment of benefits expected to be disbursed by this plan in the form of investments that are subject to time limitations for redemption. These investments are neither part of a specific pension plan nor are they segregated from Tenaris’ other assets. As a result, this plan is considered to be “unfunded” under IFRS definitions.

In one of its Canadian subsidiaries, Tenaris sponsors funded and unfunded non-contributory defined benefit pension plans. The plans provide defined benefits based on years of service and, in the case of salaried employees, final average salary. In addition Tenaris provides an unfunded non-contributory post-employment benefits plan to retirees from salaried employment.
 
Certain other officers and former employees of one specific Tenaris subsidiary are covered by a separate plan defined as “funded” under IFRS definitions.

All of Tenaris’ plans recognize actuarial gains and losses over the average remaining service lives of employees.

 
 

 

Employee-related liabilities (Cont.)

(c)
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.

(d)
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 minority interest). The units will be vested over four years 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.

Annual compensation under this program is not expected to exceed 35% in average of the total annual compensation of the beneficiaries.

The total value of the units granted to date under the program, considering the number of units and the book value per share as of December 31, 2007, is $8.1 million. As of December 31, 2007, Tenaris has recorded a total liability of $11.1 million, based on actuarial calculations provided by independent advisors.

Employee statutory profit sharing
 
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 calculated using the liability method, and is recorded in Current other liabilities and Non-current other liabilities on the balance sheet. Because Mexican employee statutory profit sharing is determined on a similar basis to that used for determining local income taxes, Tenaris accounts for temporary differences arising between the statutory calculation and reported expense as determined under IFRS in a manner similar to the calculation of deferred income tax.
 
Provisions and other liabilities
 
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 a potential loss from a claim or proceeding is considered probable and the amount can be reasonably estimated, a liability 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 net worth.

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.

 
 

 

Trade payables
 
Trade payables are recognized initially at fair value and subsequently measured at amortized cost.
 
Revenue recognition
 
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 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.

The Pressure Control business (disclosed as discontinued operations) and industrial equipment (included in Other segment) recognize revenues from long term contracts. These contracts are recognized using the percentage of completion method measured by the percentage of costs incurred to estimated final costs.

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 collect is established.

Cost of sales and sales expenses
 
Cost of sales and sales expenses are recognized in the 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 income statement.

U
Earnings per share

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

V
Derivative financial instruments

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

Tenaris has identified certain embedded derivatives and in accordance with IAS 39 (“Financial Instruments: Recognition and Measurement”) has accounted them separately from their host contracts. This result has been recognized under “Net foreign exchange transaction results and changes in fair value of derivative instruments”.
 
III. FINANCIAL RISK MANAGEMENT

The multinational nature of Tenaris’ operations and customer base expose the Company to a variety of risks, including the effects of changes in foreign currency exchange rates and interest rates. To manage the volatility related to these exposures, management evaluates exposures on a consolidated basis to take advantage of logical exposure netting. For a portion of the remaining exposures, the Company or its subsidiaries may enter into various derivative transactions in order to manage potential adverse impacts on the Tenaris’ financial performance. Such derivative transactions are executed in accordance with internal policies in areas such as counterparty exposure and hedging practices.

 
 

 

III. FINANCIAL RISK MANAGEMENT (Cont.)

A. Financial Risk Factors

(i)
Capital 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 all financial borrowings and “equity” is the sum of financial borrowings and shareholders’ equity) is 0.35 as of December 31, 2007, in comparison with 0.39 as of December 31, 2006. The Company does not have to comply with regulatory capital adequacy requirements as known in the financial services industry.


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

Tenaris’ exposure to currency fluctuations is reviewed on a periodic basis. A number of derivative transactions are performed in order to achieve an efficient coverage. Almost all of these hedging transactions are forward exchange rates contracts (see Note 25 Derivative Financial Instruments).

Tenaris does not hold or issue derivative financial instruments for speculative trading purposes.

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

The following table shows a breakdown of Tenaris’ assessed long / (short) balance sheet exposure to currency risk as of December 31, 2007, including the effect of forward exchange rate contracts in place. These balances include intercompany positions where the intervening parties have different functional currencies.

Exposure to
 
Functional Currency
 
in thousand $
 
USD
   
EUR
   
MXN
   
BRL
   
JPY
   
CAD
   
RON
   
VEB
   
CNY
   
Other
 
USD
    (n/a )     (236,608 )     (278,948 )     209,932       145,438       4,522       (58,354 )     (38,811 )     (31,755 )     (749 )
EUR
    44,256       (n/a )     1,486       11,218       (213 )     (799 )     (19,681 )     (3,832 )     (180 )     -  
MXN
    2,283       -       (n/a )     -       -       -       -       -       -       -  
JPY
    439       -       -       -       (n/a )     (10 )     -       -       (107 )     -  
CAD
    (62,657 )     256       663       -       (40 )     (n/a )     -       -       -       -  
RON
    (19,208 )     -       -       -       -       -       (n/a )     -       -       -  
VEB
    16,338       -       -       -       -       -       -       (n/a )     -       -  
ARS
    (156,359 )     -       -       -       -       -       -       -       -       -  
GBP
    14,330       1,405       6       9       256       (8 )     1,667       -       -       -  
Other
    (1,125 )     -       -       -       19       -       -       -       -       -  

The Company estimates that the impact under IFRS in the net exposure of a simultaneous +/- 1% favorable / unfavorable movement in the main exchange rates would result in a maximum pre-tax gain / loss of approximately +/- $13.4 million for 2007 as compared with a maximum pre-tax gain / loss of approximately +/- $13.7 million for 2006. Considering the above mentioned assumptions the maximum effect in shareholder’s equity originated in monetary assets and liabilities would result in approximately $5.9 million and $6.3 million for 2007 and 2006 respectively.

Additionally, the Company has an embedded derivative related to a ten year steel supply agreement contracted by a Canadian subsidiary of an amount of $292 million. The company estimates that the impact of +/- 1% favorable / unfavorable movement in the exchange rate would result in a maximum pre-tax gain / loss of approximately +/- $2.9 million.

 
 

 

A. Financial Risk Factors (Cont.)

(iii)
Interest rate risk management
 
Tenaris’ financing strategy is to manage interest expense using a mixture of fixed-rate and variable-rate debt. To manage this risk in a cost - efficient manner, Tenaris enters into interest rate swaps in which it agrees to exchange with the counterparty, at specified intervals, the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount. Tenaris has entered into interest rate swaps related to long-term debt to partially hedge future interest payments, as well as to convert borrowings from floating to fixed rates.

The following table summarizes the proportions of variable-rate and fixed-rate debt as of each year end (see Note 25 - Derivative financial instruments)

   
As of 31 December,
 
   
2007
   
2006
 
   
Amount in million
   
Percentage
   
Amount in million
   
Percentage
 
Fixed rate
    282.9       7 %     242.5       7 %
Variable rate
    3,737.3       93 %     3,408.7       93 %
 
(iv)
Concentration of credit risk
 
There is no significant concentration of credit risk from customers. No single customer comprised more than 10% of Tenaris’ net sales in 2007 and 2006.

Tenaris’ 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 Note II J).

Derivative counterparties and cash transactions are limited to high credit quality financial institutions normally investment grade.  More than 98.6% of Tenaris’ cash equivalents and short term investments correspond to Investment Grade-rated instruments as of December 31, 2007, in comparison with 98.1% as of December 31, 2006.

(v)
Liquidity risk
 
Management maintains sufficient cash and marketable securities or credit facilities to finance normal operations.  Tenaris also has lines of credit and access to market for short-term working capital needs.
 
B. Fair value estimation

For the purpose of estimating the fair value of financial assets and liabilities with maturities of less than one year, the market value is considered. Since most of the Company’s cash and marketable securities are short-term instruments, a change of 50 basis points in the reference interest rates would not have a significant impact in the fair value of financial assets.

Tenaris’ borrowings are accounted for at its amortized cost. Most borrowings are comprised of variable rate debt with a short term portion where interest has already been fixed. Tenaris estimate that the fair value of its main financial liabilities is approximately 100.4% in 2007 of its carrying amount including interests accrued as compared with 101.2% in 2006. Tenaris estimates that a change of 50 basis points in the reference interest rates would have an estimated impact of less than 0.1% in the fair value of borrowings as of December 31, 2007. Fair values were calculated using standard valuation techniques for floating rate instruments and comparable market rates for discounting flows.

Specific derivative instruments are priced using valuation tools in order to obtain market values.

 
 

 

C. Accounting for Derivative Financial Instruments and Hedging Activities

Derivative financial instruments are initially recognized in the balance sheet at fair value on the 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 quarterly basis. Market rates are used for all pricing operations. This includes 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 Income Statement.

Tenaris designates certain derivatives as hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction. These transactions are classified as cash flow hedges (mainly currency forward contracts on highly probable forecast transactions and interest rate swaps and collars). 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 recognized in the income statement in the same period than any 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 derivative financial instruments (asset or liability) continues to be reflected on the Balance Sheet.

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. At December 31, 2007, the effective portion of designated cash flow hedges amounts to $8.5 million and is included in Other Reserves in equity (see Note 25 Derivative Financial Instruments).
 
IV. IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS
 
Standards early adopted by Tenaris
Tenaris early adopted IFRS 8 “Operating Segments” as from January 1, 2006, which replaces IAS 14 and requires an entity to report financial and descriptive information about its reportable segments (as aggregations of operating segments). Financial information is required to be reported on the same basis as is used internally for evaluating operating segment performance and deciding how to allocate resources to operating segments also giving certain descriptive information. See Section II C.

Interpretations and amendments to published standards effective in 2007

(a)
IFRS 7, Financial Instruments: Disclosure

IFRS 7 introduces new disclosures about financial instruments. Tenaris has applied IFRS 7 for annual periods beginning on January 1, 2007.

(b)
Amendment to IAS 1, Presentation of financial statements – Capital disclosure

IAS 1 amendment requires new disclosures related to managing capital. Tenaris has applied this amendment for annual periods beginning on January 1, 2007.

 
 

 

IV. IMPACT OF NEW ACCOUNTING PRONOUNCEMENTS (Cont.)
 
Interpretations and amendments to published standards effective in 2007 (Cont.)

(c)
IFRIC 9, Reassessment of Embedded Derivatives

IFRIC 9 requires an entity to assess whether an embedded derivative is required to be separated from the host contract and accounted for as a derivative when the entity first becomes a party to the contract. Subsequent reassessment is prohibited unless there is a significant change in the terms of the contract. The application of this IFRIC from January 1, 2007 did not have a material impact in the Company’s financial statements.

(d)
IFRIC 10, Interim Financial Reporting and Impairment

Under this interpretation, no reversal to an impairment loss recognized in an interim period in respect of goodwill or an investment in either an equity instrument or a financial asset carried at cost is allowed. The application of this IFRIC from January 1, 2007 did not have a material impact in the Company’s financial statements.

Management assessed the relevance of other new standards, amendments or interpretations effective for December, 2007 year-end and concluded that they are not relevant to Tenaris.

Interpretations and amendments to published standards that are not yet effective and have not been early adopted

(a)
IAS 1 Revised, Presentation of Financial Statements
 
IAS 1 (effective from January 1, 2009) has been revised to enhance the usefulness of information presented in the financial statements. The principal changes, among others, are: the introduction of a new statement of comprehensive income; additional disclosures about income tax, relating to each component of other comprehensive income; the introduction of new terminology, although not obligatory. Tenaris will apply IAS 1 Revised for annual periods beginning on January 1, 2009.

(b)
IAS 23 Revised, Borrowing Costs
 
IAS 23 (effective from January 1, 2009) eliminates the option of expensing all borrowing costs and requires borrowing costs to be capitalized if they are directly attributable to the acquisition, construction or production of a qualifying asset. These amendments apply to borrowing costs incurred on qualifying assets for which the commencement date for capitalization is on or after January 1, 2009. Tenaris will apply IAS 23 Revised for annual periods beginning on January 1, 2009.

 
 

 

(c)
IFRIC 14 – IAS 19, The limit on a Defined Benefit Asset, minimum funding requirements and their interaction

IFRIC 14 (effective from January 1, 2008) provides guidance on assessing the limit in IAS 19, on the amount of the surplus that can be recognized as an asset. It also explains how the pension asset or liability may be affected by a statutory or contractual minimum funding requirement. Tenaris will apply IFRIC 14 from 1 January 2008, but it is not expected to have any impact on its accounts.

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

 
 

 

V. 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
 
Reportable operating segments
 
(all amounts in thousands of U.S. dollars)
 
Tubes
   
Projects
   
Other
   
Unallocated
   
Total Continuing operations
   
Total Discontinued operations (*)
 
Year ended December 31, 2007
                                   
Net sales
    8,552,641       876,289       613,078       -       10,042,008       238,220  
Cost of sales
    (4,427,868 )     (620,836 )     (467,063 )     -       (5,515,767 )     (157,356 )
Gross profit
    4,124,773       255,453       146,015       -       4,526,241       80,864  
Selling, general and administrative expenses
    (1,391,114 )     (94,702 )     (88,133 )             (1,573,949 )     (36,441 )
Other operating income (expenses), net
    (19,731 )     24,089       575       -       4,933       (431 )
Operating income
    2,713,928       184,840       58,457       -       2,957,225       43,992  
Segment assets
    12,453,156       1,085,254       545,663       509,354       14,593,427       651,160  
Segment liabilities
    6,727,523       579,376       140,796       -       7,447,695       267,042  
Capital expenditures
    404,545       17,969       16,822       -       439,336       8,581  
                                                 
Depreciation  and amortization
    446,050       19,563       26,489       -       492,102       22,718  
                                                 
Year ended December 31, 2006
                                               
Net sales
    6,826,868       453,536       447,341       -       7,727,745       503,051  
Cost of sales
    (3,234,015 )     (326,402 )     (323,809 )     -       (3,884,226 )     (486,312 )
Gross profit
    3,592,853       127,134       123,532       -       3,843,519       16,739  
Selling, general and administrative expenses
    (923,328 )     (71,546 )     (59,932 )     -       (1,054,806 )     (8,025 )
Other operating income (expenses), net
    1,022       749       2,002       -       3,773       2,469  
Operating income
    2,670,547       56,337       65,602       -       2,792,486       11,183  
Segment assets
    10,807,345       803,060       561,879       422,958       12,595,242       -  
Segment liabilities
    6,242,969       448,493       202,150       -       6,893,612       -  
Capital expenditures
    408,965       23,979       7,507       -       440,451       1,021  
                                                 
Depreciation and amortization
    220,368       19,345       13,394       -       253,107       1,897  
                                                 
Year ended December 31, 2005
                                               
Net sales
    5,127,984       789,989       291,818       -       6,209,791       526,406  
Cost of sales
    (2,724,550 )     (520,404 )     (184,411 )     -       (3,429,365 )     (513,393 )
Gross profit
    2,403,434       269,585       107,407       -       2,780,426       13,013  
Selling, general and administrative expenses
    (699,817 )     (88,422 )     (44,076 )     -       (832,315 )     (10,259 )
Other operating income (expenses), net
    (1,908 )     (1,587 )     1,296       -       (2,199 )     (220 )
Operating income
    1,701,709       179,576       64,627       -       1,945,912       2,534  
Segment assets
    5,404,745       540,187       356,843       257,234       6,559,009       147,019  
Segment liabilities
    2,414,899       212,917       178,049       -       2,805,865       124,290  
Capital expenditures
    252,974       25,101       5,020       -       283,095       1,379  
                                                 
Depreciation and amortization
    182,478       15,545       13,690       -       211,713       2,514  

Transactions between segments, which were eliminated in consolidation, include sales of scrap and pipe protectors from the Others segment to the Tubes segment for $109,574, $88,118 and $41,163 in 2007, 2006 and 2005, respectively.

 
 

 

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 Continuing operations
   
Total Discontinued operations (*)
 
Year ended December 31, 2007
                                               
Net sales
    3,187,753       2,352,975       1,707,788       2,093,916       699,576       -       10,042,008       238,220  
Total assets
    7,471,569       3,342,206       2,315,187       507,331       447,780       509,354       14,593,427       651,160  
Trade receivables
    418,081       344,743       435,384       455,965       94,660       -       1,748,833       79,220  
Property. plant and equipment, net
    1,349,863       906,211       913,642       4,672       94,619       -       3,269,007       63,629  
Capital expenditures
    149,434       149,355       112,165       1,879       26,503       -       439,336       8,581  
                                                                 
Depreciation and amortization
    283,358       110,389       87,311       1,139       9,905       -       492,102       22,718  
                                                                 
Year ended December 31, 2006
                                                               
Net sales
    2,182,936       1,520,210       1,398,458       1,957,707       668,434       -       7,727,745       503,051  
Total assets
    6,334,227       2,780,977       2,045,856       623,572       387,652       422,958       12,595,242       -  
Trade receivables
    425,734       189,779       392,060       519,022       98,646       -       1,625,241       -  
Property. plant and equipment, net
    1,209,277       864,425       787,058       2,813       75,668       -       2,939,241       -  
Capital expenditures
    121,976       145,956       137,608       367       34,544       -       440,451       1,021  
                                                                 
Depreciation and amortization
    98,967       90,224       57,037       780       6,099       -       253,107       1,897  
                                                                 
Year ended December 31, 2005
                                                               
Net sales
    1,708,126       1,823,735       1,043,801       959,020       675,109       -       6,209,791       526,406  
Total assets
    2,213,075       2,089,419       1,355,615       289,363       354,303       257,234       6,559,009       147,019  
Trade receivables
    310,153       358,859       147,983       255,379       134,402       -       1,206,776       117,395  
Property. plant and equipment, net
    787,937       740,391       643,656       3,583       49,235       -       2,224,802       5,236  
Capital expenditures
    64,274       109,180       103,286       1,498       4,857       -       283,095       1,379  
                                                                 
Depreciation and amortization
    49,038       87,430       68,608       404       6,233       -       211,713       2,514  

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 and Venezuela; “Europe” comprises principally France, Germany, Italy, Norway, Romania and the United Kingdom; “Middle East and Africa” comprises principally Algeria, Egypt, Nigeria, Saudi Arabia and the United Arab Emirates; “Far East and Oceania” comprises principally China, Indonesia, Japan and South Korea.

(*) Corresponds to Pressure Control (year 2007) and Dalmine Energie (year 2006 and 2005) operations (See Note 29).

 
 

 

Cost of sales
 
   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2007
   
2006
   
2005
 
                   
Inventories at the beginning of the year
    2,372,308       1,376,113       1,269,470  
                         
Plus: Charges of the year
                       
Raw materials, energy, consumables and other
    4,183,577       3,514,396       2,954,580  
Increase in inventory due to business combinations
    152,500       592,341       5,500  
Services and fees
    392,531       384,223       324,799  
Labor cost
    766,173       512,854       420,714  
Depreciation of property, plant and equipment
    263,813       187,564       182,696  
Amortization of intangible assets
    1,737       2,738       5,025  
Maintenance expenses
    180,502       120,664       99,171  
Provisions for contingencies
    3,191       (87 )     200  
Allowance for obsolescence
    24,371       (8,006 )     20,303  
Taxes
    7,651       4,568       3,170  
Other
    82,453       55,478       33,243  
      6,058,499       5,366,733       4,049,401  
Deconsolidation / Transfer to assets held for sale
    (158,828 )     -       -  
Less: Inventories at the end of the year
    (2,598,856 )     (2,372,308 )     (1,376,113 )
      5,673,123       4,370,538       3,942,758  
From Discontinued operations
    (157,356 )     (486,312 )     (513,393 )
      5,515,767       3,884,226       3,429,365  
 
3
Selling, general and administrative expense
 
   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2007
   
2006
   
2005
 
Services and fees
    193,389       133,304       122,953  
Labor cost
    402,919       279,768       214,216  
Depreciation of property, plant and equipment
    13,272       9,926       10,319  
Amortization of intangible assets
    235,998       54,776       16,187  
Commissions, freight and other selling expenses
    462,640       361,655       298,101  
Provisions for contingencies
    30,738       13,881       14,855  
Allowances for doubtful accounts
    5,035       1,199       7,069  
Taxes
    147,326       122,789       93,782  
Other
    119,073       85,533       65,092  
      1,610,390       1,062,831       842,574  
From Discontinued operations
    (36,441 )     (8,025 )     (10,259 )
      1,573,949       1,054,806       832,315  

 
 

 
 
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)
 
2007
   
2006
   
2005
 
Wages, salaries and social security costs
    1,139,587       778,573       622,523  
Employees' severance indemnity
    10,931       11,588       10,617  
Pension benefits - defined benefit plans
    7,454       2,461       1,790  
Employee retention and long term incentive program
    11,120       -       -  
      1,169,092       792,622       634,930  
From Discontinued operations
    (43,058 )     (4,898 )     (5,356 )
      1,126,034       787,724       629,574  

At the year-end, the number of employees was 23,372 in 2007, 21,751 in 2006 and 17,693 in 2005.
 
Other operating items
 
     
Year ended December 31,
 
 
(all amounts in thousands of U.S. dollars)
 
2007
   
2006
   
2005
 
(i)
Other operating income
                 
 
Reimbursement from insurance companies and other third parties
    2,611       1,611       1,966  
 
Net income from other sales
    21,957       4,512       5,767  
 
Net income from sale of investments
    -       6,933       -  
 
Net rents
    2,437       2,490       2,501  
 
Fintecna arbitration award, net of legal expenses, related to BHP proceedings
    -       -       1,752  
 
Other
    1,834       -       410  
        28,839       15,546       12,396  
 
From Discontinued operations
    (135 )     (2,469 )     -  
        28,704       13,077       12,396  
(ii)
Other operating expenses
                       
 
Contributions to welfare projects and non-profits organizations
    2,283       4,463       2,532  
 
Provisions for legal claims and contingencies
    (51 )     -       8,694  
 
Loss on fixed assets and material supplies disposed / scrapped
    5,742       4,145       2,146  
 
Settlement of outstanding redemptions on Maverick’s 2005 notes
    10,275       -       -  
 
Loss from natural disasters
    5,693       -       -  
 
Allowance for doubtful receivables
    395       (375 )     1,443  
 
Other
    -       1,071       -  
        24,337       9,304       14,815  
 
From Discontinued operations
    (566 )     -       (220 )
        23,771       9,304       14,595  

 
 

 

Financial results
 
(all amounts in thousands of U.S. dollars)
 
Year ended December 31,
 
   
2007
   
2006
   
2005
 
Interest income
    93,458       61,401       24,268  
Interest expense
    (275,763 )     (93,638 )     (53,504 )
Interest net
    (182,305 )     (32,237 )     (29,236 )
                         
Net foreign exchange transaction results and changes in fair value of derivative instruments
    (10,782 )     29,129       (86,618 )
Other
    (11,969 )     (1,828 )     6,116  
Other financial results
    (22,751 )     27,301       (80,502 )
                         
Net financial results
    (205,056 )     (4,936 )     (109,738 )
                         
From Discontinued operations
    46       (16 )     1,152  
      (205,010 )     (4,952 )     (108,586 )
 
Each item included in this note differs from its corresponding line in the income statement because it includes discontinued operations’ results.
 
Equity in earnings of associated companies
 
   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2007
   
2006
   
2005
 
 From associated companies
    94,888       95,260       117,003  
 Gain on sale of associated companies and other
    18,388       (593 )     374  
      113,276       94,667       117,377  
 
Income tax
 
   
Year ended December 31,
 
(all amounts in thousands of U.S. dollars)
 
2007
   
2006
   
2005
 
Current tax
    936,831       897,427       637,623  
Deferred tax
    (97,799 )     (17,386 )     (61,837 )
      839,032       880,041       575,786  
Effect of currency translation on tax base (a)
    (5,654 )     (6,060 )     (7,033 )
      833,378       873,981       568,753  
From Discontinued operations
    (9,454 )     (4,004 )     (1,385 )
      823,924       869,977       567,368  

 
 

 

Income tax (Cont.)
 
The tax on Tenaris’ 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)
 
2007
   
2006
   
2005
 
Income before income tax
    2,865,491       2,882,201       1,954,703  
                         
Tax calculated at the tax rate in each country
    844,191       901,580       591,167  
Non taxable income / Non deductible expenses
    2,860       (32,562 )     (32,807 )
Changes in the tax rates in Italy, Colombia and Canada
    (27,479 )     -       -  
Effect of currency translation on tax base (a)
    (5,654 )     (6,060 )     (7,033 )
Effect of taxable exchange differences
    11,660       10,069       17,087  
Utilization of previously unrecognized tax losses
    (1,654 )     (3,050 )     (1,046 )
Tax charge
    823,924       869,977       567,368  

(a)
Tenaris applies the liability method to recognize deferred income tax expense 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 of the Argentine peso on the tax bases of the fixed assets of its Argentine subsidiaries, which have the U.S. dollar as their functional currency. These gains and losses are required by IFRS even though the devalued tax basis of the relevant assets will result in a reduced dollar value of amortization deductions for tax purposes in future periods throughout the useful life of those assets. As a result, the resulting deferred income tax charge does not represent a separate obligation of Tenaris that is due and payable in any of the relevant periods.
 
9 
Earnings and dividends per share          
 
Earnings per share are calculated by dividing the net income attributable to equity holders of the Company by the daily weighted average number of ordinary shares in issue during the year.

   
Year ended December 31,
 
   
2007
   
2006
   
2005
 
Net income attributable to equity holders
    1,923,748       1,945,314       1,277,547  
Weighted average number of ordinary shares in issue
    1,180,537       1,180,537       1,180,537  
Basic and diluted earnings per share
    1.63       1.65       1.08  
Basic and diluted earnings per ADS
    3.26       3.30       2.16  
Dividends paid
    (507,631 )     (204,233 )     (349,439 )
Dividends per share
    0.43       0.17       0.30  
Dividends per ADS
    0.86       0.35       0.59  
                         
Net income from discontinued operations
    34,492       47,180       (3 )
Basic and diluted earnings per share
    0.03       0.04       0.00  
Basic and diluted earnings per ADS
    0.06       0.08       0.00  

On November 7, 2007, 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 million, on November 22, 2007, with an ex-dividend date of November 19.

On June 6, 2007, the Company’s shareholders approved an annual dividend in the amount of $0.30 per share of common stock currently issued and outstanding, which in the aggregate amounted to approximately $354 million. The cash dividend was paid on June 21, 2007.

On June 7, 2006, the Company’s shareholders approved an annual dividend in the amount of $0.30 per share of common stock currently issued and outstanding. The amount approved included the interim dividend previously paid on November 16, 2005, in the amount of $0.127 per share. Tenaris paid the balance of the annual dividend amounting to $0.173 per share ($0.346 per ADS) on June 16, 2006. In the aggregate, the interim dividend paid in November 2005 and the balance paid in June 2006 amounted to approximately $354 million.

The ratio of ordinary shares per American Depositary Shares (ADSs) was changed from a ratio of one ADS equal to ten ordinary shares to a new ratio of one ADS equal to two ordinary shares. The implementation date for this change was April 26, 2006, for shareholders of record at April 17, 2006. Earnings per ADS reflected above have been adjusted for this change in the conversion ratio.

 
 

 

10
Property, plant and equipment, net
 
Year ended December 31, 2007
 
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
    542,947       5,991,966       168,173       392,843       28,412       7,124,341  
Translation differences
    19,840       184,258       4,845       20,324       1,345       230,612  
Additions
    10,502       12,321       2,753       393,579       6,417       425,572  
Disposals / Consumptions
    (9,289 )     (37,596 )     (8,230 )     -       (1,113 )     (56,228 )
Transfers / Reclassifications
    48,939       393,632       23,587       (473,857 )     770       (6,929 )
Increase due to business combinations (see Note 27)
    55,551       81,418       6,973       8,598       -       152,540  
Deconsolidation / Transfer to assets held for sale
    (42,358 )     (86,819 )     (10,622 )     (14,468 )     (13 )     (154,280 )
Values at the end of the year
    626,132       6,539,180       187,479       327,019       35,818       7,715,628  
                                                 
Depreciation
                                               
Accumulated at the beginning of the year
    146,941       3,917,941       112,900       -       7,318       4,185,100  
Translation differences
    4,842       84,371       3,400       -       417       93,030  
Depreciation charge
    17,259       233,637       24,936       -       1,253       277,085  
Transfers / Reclassifications
    4       (1,418 )     (4,724 )     -       1,483       (4,655 )
Disposals / Consumptions
    (2,382 )     (24,310 )     (5,992 )     -       -       (32,684 )
Deconsolidation / Transfer to assets held for sale
    (18,882 )     (45,523 )     (6,850 )     -       -       (71,255 )
Accumulated at the end of the year
    147,782       4,164,698       123,670       -       10,471       4,446,621  
At December 31, 2007
    478,350       2,374,482       63,809       327,019       25,347       3,269,007  
 
 
Year ended December 31, 2006
 
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
    408,191       5,442,181       126,315       173,715       24,237       6,174,639  
Translation differences
    9,741       124,256       3,784       16,450       1,047       155,278  
Additions
    6,527       14,030       931       387,516       5,400       414,404  
Disposals / Consumptions
    (11,842 )     (34,608 )     (5,434 )     (21 )     (12,559 )     (64,464 )
Transfers / Reclassifications
    12,633       171,274       19,505       (211,450 )     7,731       (307 )
Increase due to business combinations (see Note 27)
    126,003       277,066       26,581       27,557       3,730       460,937  
Deconsolidation / Transfer to assets held for sale
    (8,306 )     (2,233 )     (3,509 )     (924 )     (1,174 )     (16,146 )
Values at the end of the year
    542,947       5,991,966       168,173       392,843       28,412       7,124,341  
                                                 
Depreciation
                                               
Accumulated at the beginning of the year
    136,231       3,700,676       100,823       -       6,871       3,944,601  
Translation differences
    1,865       56,212       2,197       -       330       60,604  
Depreciation charge
    11,094       174,279       11,332       -       785       197,490  
Transfers / Reclassifications
    (733 )     (2,723 )     3,470       -       (14 )     -  
Disposals / Consumptions
    (38 )     (8,941 )     (2,865 )     -       (3 )     (11,847 )
Deconsolidation / Transfer to assets held for sale
    (1,478 )     (1,562 )     (2,057 )     -       (651 )     (5,748 )
Accumulated at the end of the year
    146,941       3,917,941       112,900       -       7,318       4,185,100  
At December 31, 2006
    396,006       2,074,025       55,273       392,843       21,094       2,939,241  

Property, plant and equipment include capitalized interest for net amounts at December 31, 2007 and 2006 of $2,943 and $2,854, respectively.

 
 

 

11
Intangible assets, net
 
Year ended December 31, 2007
 
Information system projects
   
Licenses, patents and trademarks (*)
   
Goodwill (**)
   
Customer relationships
   
Total
 
                               
Cost
                             
Values at the beginning of the year
    155,155       103,140       1,227,720       1,493,800       2,979,815  
Translation differences
    6,988       1,297       13,188       77,526       98,999  
Additions
    22,174       171       -       -       22,345  
Increase due to business combinations (see Note 27)
    1,600       497,780       1,042,015       593,800       2,135,195  
Transfers
    1,004       5,925       -       -       6,929  
Reclassifications
    -       460       (11,758 )     231       (11,067 )
Disposals
    (506 )     (209 )     -       -       (715 )
Deconsolidation / Transfer to assets held for sale
    (342 )     (108,041 )     (122,128 )     (93,351 )     (323,862 )
Values at the end of the year
    186,073       500,523       2,149,037       2,072,006       4,907,639  
                                         
Amortization and impairment
                                       
Accumulated at the beginning of the year
    95,079       12,761       -       27,477       135,317  
Translation differences
    5,537       903       -       3,189       9,629  
Amortization charge
    23,819       56,423       -       157,493       237,735  
Transfers
    -       4,655       -       -       4,655  
Disposals
    (9 )     (209 )     -       -       (218 )
Deconsolidation / Transfer to assets held for sale
    (262 )     (7,333 )     -       (14,236 )     (21,831 )
Accumulated at the end of the year
    124,164       67,200       -       173,923       365,287  
At December 31, 2007
    61,909       433,323       2,149,037       1,898,083       4,542,352  
 
 
Year ended December 31, 2006
 
Information system projects
   
Licenses, patents and trademarks
   
Goodwill (**)
   
Customer relationships
   
Total
 
                               
Cost
                             
Values at the beginning of the year
    129,417       10,285       113,433       -       253,135  
Translation differences
    5,649       1,000       -       -       6,649  
Additions
    26,137       931       -       -       27,068  
Increase due to business combinations (see Note 27)
    11,811       97,900       1,114,287       1,493,800       2,717,798  
Transfers / Reclassifications
    307       -       -       -       307  
Disposals
    (1,165 )     (18 )     -       -       (1,183 )
Deconsolidation / Transfer to assets held for sale
    (17,001 )     (6,958 )     -       -       (23,959 )
Values at the end of the year
    155,155       103,140       1,227,720       1,493,800       2,979,815  
                                         
Amortization and impairment
                                       
Accumulated at the beginning of the year
    85,164       8,872       -       -       94,036  
Translation differences
    4,175       1,131       -       -       5,306  
Amortization charge
    20,746       9,291       -       27,477       57,514  
Transfers / Reclassifications
    -       -       -       -       -  
Disposals
    (1,035 )     (18 )     -       -       (1,053 )
Deconsolidation / Transfer to assets held for sale
    (13,971 )     (6,515 )     -       -       (20,486 )
Accumulated at the end of the year
    95,079       12,761       -       27,477       135,317  
At December 31, 2006
    60,076       90,379       1,227,720       1,466,323       2,844,498  

(*)   Includes Proprietary Technology.
(**) Goodwill at December 31, 2007 and December 31, 2006 corresponds principally to the Tubes segment.

 
 

 

11 
Intangible assets, net (Cont.)
 
The geographical allocation of goodwill is presented below.

   
Year ended December 31,
 
   
2007
   
2006
 
South America
    190,778       94,641  
Europe
    769       769  
North America
    1,957,490       1,132,310  
      2,149,037       1,227,720  
 
Impairment tests for goodwill

Goodwill is tested at the level of the CGUs. Impairment testing of the CGU is carried out and the value in use determined in accordance with the discounted cash flow method. In order to perform the test, Tenaris uses projections for the next 10 years based on past performance and expectations of market development. After the tenth year a perpetuity rate with no grow up increase was utilized. The discount rates used for these tests are based on Tenaris’ weighted average cost of capital adjusted for specific country and currency risks associated with the cash flow projections. Discount rates used range from 10% to 15%.

No impairment charge resulted from the tests performed.
 
12 
Investments in associated companies
 
   
Year ended December 31,
 
   
2007
   
2006
 
At the beginning of the year
    422,958       257,234  
Translation differences
    3,595       (4,016 )
Equity in earnings of associated companies
    94,888       95,260  
Dividends and distributions received
    (12,170 )     -  
Reorganization of Dalmine Energie, Lomond and others
    83       10,014  
Capitalization of convertible loan in Amazonia
    -       40,505  
Increase in equity reserves in Ternium
    -       23,961  
                 
At the end of the year
    509,354       422,958  

The principal associated companies are:
 
         
Percentage of ownership and voting rights at December 31,
   
Value at December 31,
 
Company
 
Country of incorporation
   
2007
   
2006
   
2007
   
2006
 
Ternium S.A.
 
Luxembourg
      11.46 %     11.46 %     487,705       408,044  
Dalmine Energie S.p.A.
 
Italy
      0.00 %     25.00 %     -       8,402  
Others
    -       -       -       21,649       6,512  
                              509,354       422,958  

 
 

 

12 
Investments in associated companies (Cont.)
 
Summarized financial information of each significant associated company, including the aggregated amounts of assets, liabilities, revenues and profit or loss is as follows:
 
   
Ternium S.A.
   
Dalmine Energie S.p.A. (a)
 
   
2007
   
2006
   
2007
   
2006
 
Non-current assets
    8,619,297       6,117,284       -       9,174  
Current assets
    5,148,013       2,653,255       -       227,394  
Total assets
    13,767,310       8,770,539       -       236,568  
Non-current liabilities
    5,415,071       1,875,894       -       5,017  
Current liabilities
    1,985,349       1,407,504       -       197,944  
Total liabilities
    7,400,420       3,283,398       -       202,961  
Minority interest
    1,914,210       1,729,583       -       -  
Revenues
    8,184,381       6,565,582       -       77,847  
Gross profit
    2,388,341       2,268,603       -       4,271  
Net income for the period attributable to equity holders of the company
    784,490       795,424       -       7,785  

(a) Corresponds to the result of the one month period ended December 31, 2006.
 
13 
Other investments – non current
 
   
Year ended December 31,
 
   
2007
   
2006
 
Deposits with insurance companies
    14,661       13,937  
Investments in other companies
    12,568       12,724  
Others
    8,274       173  
      35,503       26,834  
 
14 
Receivables – non current
 
   
Year ended December 31,
 
   
2007
   
2006
 
Government entities
    5,637       5,798  
Employee advances and loans
    10,464       7,768  
Tax credits
    13,547       11,640  
Trade receivables
    1,135       1,144  
Receivables from related parties
    633       2,829  
Receivables on off- take contract
    4,439       8,377  
Legal deposits
    19,724       2,182  
Derivative financial instruments
    9,677       414  
Other
    9,065       15,206  
      74,321       55,358  
Allowances for doubtful accounts (see Note 23 (i))
    (10,583 )     (14,120 )
      63,738       41,238  

 
 

 

15
Inventories
 
   
Year ended December 31,
 
   
2007
   
2006
 
Finished goods
    1,050,634       1,060,322  
Goods in process
    544,020       430,828  
Raw materials
    402,476       421,322  
Supplies
    389,188       328,324  
Goods in transit
    314,749       210,985  
      2,701,067       2,451,781  
Allowance for obsolescence (Note 24 (i))
    (102,211 )     (79,473 )
      2,598,856       2,372,308  
                 

16 
Receivables and prepayments
 
   
Year ended December 31,
 
   
2007
   
2006
 
Prepaid expenses and other receivables
    37,727       59,346  
Government entities
    3,225       1,951  
Employee advances and loans
    10,886       8,677  
Advances to suppliers and other advances
    58,701       124,900  
Government tax refunds on exports
    34,519       33,387  
Receivables from related parties
    35,551       19,160  
Derivative financial instruments
    5,581       1,498  
Miscellaneous
    43,504       31,497  
      229,694       280,416  
Allowance for other doubtful accounts (see Note 24 (i))
    (7,284 )     (7,784 )
      222,410       272,632  
 
17 
Current tax assets
 
   
Year ended December 31,
 
   
2007
   
2006
 
V.A.T. credits
    126,674       123,366  
Prepaid taxes
    116,083       79,352  
      242,757       202,718  

18 
Trade receivables
 
   
Year ended December 31,
 
   
2007
   
2006
 
Current accounts
    1,651,012       1,544,202  
Notes receivables
    104,747       83,906  
Receivables from related parties
    17,604       19,919  
      1,773,363       1,648,027  
Allowance for doubtful accounts (see Note 24 (i))
    (24,530 )     (22,786 )
      1,748,833       1,625,241  

 
 

 

18 
Trade receivables (Cont.)

The following table sets forth details of the age of trade receivables:
 
   
Trade Receivables
   
Not Due
   
Past due
 
               
1 - 180 days
   
> 180 days
 
At December 31, 2007
                       
Guaranteed
    886,970       746,722       97,407       42,841  
Not guaranteed
    886,393       704,031       158,735       23,627  
Guaranteed and not guaranteed
    1,773,363       1,450,753       256,142       66,468  
Allowance for doubtful accounts
    (24,530 )     -       (789 )     (23,741 )
Net Value
    1,748,833       1,450,753       255,353       42,727  
                                 
                                 
                                 
At December 31, 2006
                               
Guaranteed
    671,260       607,343       55,358       8,559  
Not guaranteed
    976,767       786,015       170,659       20,093  
Guaranteed and not guaranteed
    1,648,027       1,393,358       226,017       28,652  
Allowance for doubtful accounts
    (22,786 )     -       -       (22,786 )
Net Value
    1,625,241       1,393,358       226,017       5,866  
 
No material financial assets that are fully performing have been renegotiated in the last year.
 
19 
Cash and cash equivalents, and Other investments
 
   
Year ended December 31,
 
   
2007
   
2006
 
Other investments
           
Financial assets
    87,530       183,604  
                 
Cash and cash equivalents
               
Cash and short - term liquid investments
    962,497       1,372,329  
 
20
Borrowings

   
Year ended December 31,
 
   
2007
   
2006
 
Non-Current
           
Bank borrowings
    2,858,122       2,823,052  
Other loans
    24,071       50,479  
Finance lease liabilities
    1,067       4,565  
Costs of issue of debt
    (13,794 )     (21,050 )
      2,869,466       2,857,046  
Current
               
Bank Borrowings
    1,119,004       707,610  
Other loans
    32,521       83,942  
Bank Overdrafts
    8,194       7,300  
Finance lease liabilities
    696       1,384  
Costs of issue of debt
    (9,636 )     (6,039 )
      1,150,779       794,197  
Total Borrowings
    4,020,245       3,651,243  

 
 

 

20 
Borrowings (Cont.)
 
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, 2007
                                         
Financial lease
    696       524       269       106       168       -       1,763  
Other borrowings
    1,150,083       1,855,887       503,503       441,345       45,850       21,814       4,018,482  
Total borrowings
    1,150,779       1,856,411       503,772       441,451       46,018       21,814       4,020,245  
                                                         
Interest to be accrued
    208,443       130,034       55,227       26,784       1,781       4,067       426,336  
Total borrowings plus interest to be accrued
    1,359,222       1,986,445       558,999       468,235       47,799       25,881       4,446,581  
 
Significant borrowings include:
 
       
In million of $
   
Disbursement date
Borrower
Type
 
Original
   
Outstanding
 
Maturity
May 2007
Tenaris
Syndicated
    1,000.0       1,000.0  
 May 2009 (*)
October 2006
Siderca
Syndicated
    480.5       416.6  
October 2009
March 2005
Tamsa
Syndicated
    300.0       300.0  
March 2010
October 2006
Tamsa
Syndicated
    700.0       622.2  
October 2011
October 2006
Maverick
Syndicated
    750.0       536.8  
October 2011
October 2006
Dalmine
Syndicated
    150.0       133.3  
October 2011
May 2007
Hydril
Syndicated
    300.0       300.0  
 May 2012
                       
 
(*)At the company’s option this loan may be extended at a market rate until May 2012 notifying the agent at least three labor days before original maturity.

The main covenants on these loan agreements are stated in Note 27 a) and c).

Tenaris’ consolidated debt includes $90 million of Dalmine and $21 million of Confab secured by certain properties of these subsidiaries.

As of December 31, 2007, 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, 2007 and 2006.  The changes in interest rate are basically due to changes in floating interest rate.

   
2007
   
2006
 
Bank borrowings
    5.80 %     6.12 %
Other loans
    5.50 %     5.50 %
Finance lease liabilities
    2.52. %     3.71 %

 
 

 

20 
Borrowings (Cont.)
 
Breakdown of long-term borrowings by currency and rate is as follows:

Non current bank borrowings
 
     
Year ended December 31,
 
Currency
Interest rates
 
2007
   
2006
 
USD
Variable
    3,448,850       3,140,894  
USD
Fixed
    18       10,289  
EUR
Variable
    34,268       40,462  
EUR
Fixed
    6,772       6,246  
JPY
Fixed
    -       11,854  
BRS
Variable
    20,596       25,938  
        3,510,504       3,235,683  
Less: Current portion of medium and long - term loans
    (652,382 )     (412,631 )
Total non current bank borrowings
      2,858,122       2,823,052  
 
Non current other loans

     
Year ended December 31,
 
Currency
Interest rates
 
2007
   
2006
 
COP
Variable
    -       622  
USD
Variable
    26,412       52,853  
        26,412       53,475  
Less: Current portion of medium and long - term loans
    (2,341 )     (2,996 )
Total non current other loans
      24,071       50,479  
 
Non current finance lease liabilities

     
Year ended December 31,
 
Currency
Interest rates
 
2007
   
2006
 
EUR
Fixed
    367       79  
EUR
Variable
    66       -  
COP
Variable
    74       185  
USD
Fixed
    14       -  
JPY
Fixed
    1,242       5,685  
        1,763       5,949  
Less: Current portion of medium and long - term loans
    (696 )     (1,384 )
Total non current finance leases
      1,067       4,565  
 
The carrying amounts of Tenaris’ assets pledged as collateral of liabilities are as follows:

   
Year ended December 31,
 
   
2007
   
2006
 
Property, plant and equipment mortgages
    366,960       554,078  
 
 
 

 
 
20 
Borrowings (Cont.)
 
Breakdown of short-term borrowings by currency and rate is as follows:
 
Current bank borrowings

     
Year ended December 31,
 
Currency
Interest rates
 
2007
   
2006
 
USD
Variable
    626,946       456,954  
USD
Fixed
    194,098       202,620  
EUR
Variable
    209,418       23,365  
EUR
Fixed
    1,432       1,146  
JPY
Fixed
    -       11,854  
BRS
Variable
    6,665       8,255  
ARS
Fixed
    32,383       -  
NGN
Fixed
    -       3,403  
MXN
Fixed
    40,981       -  
VEB
Fixed
    7,081       13  
Total current bank borrowings
      1,119,004       707,610  
 
Bank overdrafts

   
Year ended December 31,
 
Currency
 
2007
   
2006
 
USD
    260       1,855  
EUR
    40       2,558  
ARS
    5,523       1,839  
VEB
    57       -  
CAD
    9       864  
NOK
    -       182  
NGN
    2,187       -  
COP
    116       -  
RON
    2       2  
Total current bank overdrafts
    8,194       7,300  
 
Current other loans

     
Year ended December 31,
 
Currency
Interest rates
 
2007
   
2006
 
EUR
Variable
    28,920       73,183  
USD
Variable
    3,530       10,251  
USD
Fixed
    -       462  
COP
Variable
    -       46  
AED
Variable
    71       -  
Total Current other loans
      32,521       83,942  

 
 

 

20 
Borrowings (Cont.)
 
Current finance lease liabilities
 
     
Year ended December 31,
 
Currency
Interest rates
 
2007
   
2006
 
EUR
Fixed
    173       21  
EUR
Variable
    24       -  
COP
Variable
    74       121  
JPY
Fixed
    420       1,242  
USD
Fixed
    5       -  
Total current finance leases
      696       1,384  
 
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 movement on the deferred income tax account is as follows:

   
Year ended December 31,
 
   
2007
   
2006
 
At the beginning of the year
    700,304       158,521  
Translation differences
    27,666       2,570  
Increase due to business combinations
    353,845       560,450  
Deconsolidation / Transfer to held for sale
    (68,086 )     2,971  
Income statement credit
    (97,799 )     (17,386 )
Effect of currency translation on tax base
    (5,654 )     (6,060 )
Deferred employees' statutory profit sharing charge
    12,970       (762 )
At the end of the year
    923,246       700,304  

The evolution of deferred tax assets and liabilities during the year are as follows:
 
Deferred tax liabilities
 
   
Fixed assets
   
Inventories
   
Intangible and Other (a)
   
Total
 
At the beginning of the year
    317,148       51,367       623,430       991,945  
Translation differences
    14,411       139       20,876       35,426  
Increase due to business combinations
    14,668       8,467       365,633       388,768  
Deconsolidation / Transfer to held for sale
    (4,641 )     (7,611 )     (63,661 )     (75,913 )
Income statement charge / (credit)
    (41,127 )     (12,742 )     (52,521 )     (106,390 )
At December 31,2007
    300,459       39,620       893,757       1,233,836  

 
 

 

21
Deferred income tax (Cont.)

   
Fixed assets
   
Inventories
   
Intangible and Other (a)
   
Total
 
At the beginning of the year
    227,370       45,600       80,425       353,395  
Translation differences
    6,670       (308 )     131       6,493  
Increase due to business combinations
    75,455       2,286       581,097       658,838  
Deconsolidation / Transfer to held for sale
    -       (6 )     (163 )     (169 )
Income statement charge / (credit)
    7,653       3,795       (38,060 )     (26,612 )
At December 31,2006
    317,148       51,367       623,430       991,945  
 
(a) 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
    (42,270 )     (142,843 )     (3,634 )     (102,894 )     (291,641 )
Translation differences
    (4,815 )     (1,033 )     (436 )     (1,476 )     (7,760 )
Increase due to business combinations
    (29,919 )     (3,235 )     (235 )     (1,534 )     (34,923 )
Deconsolidation / Transfer to assets held for sale
    9,655       3,321       51       (5,200 )     7,827  
Income statement charge / (credit)
    20,612       138       2,858       (7,701 )     15,907  
At December 31, 2007
    (46,737 )     (143,652 )     (1,396 )     (118,805 )     (310,590 )


   
Provisions and allowances
   
Inventories
   
Tax losses
   
Other
   
Total
 
At the beginning of the year
    (32,631 )     (74,214 )     (11,993 )     (76,036 )     (194,874 )
Translation differences
    (2,342 )     (179 )     (577 )     (825 )     (3,923 )
Increase due to business combinations
    (7,005 )     (3,137 )     (1,112 )     (87,134 )     (98,388 )
Deconsolidation / Transfer to assets held for sale
    975       -       -       2,165       3,140  
Income statement charge / (credit)
    (1,267 )     (65,313 )     10,048       58,936       2,404  
At December 31, 2006
    (42,270 )     (142,843 )     (3,634 )     (102,894 )     (291,641 )

Deferred income tax assets and liabilities are offset when (1) there is a legally enforceable right to setoff current tax assets against current tax liabilities and (2) the deferred income taxes relate to the same fiscal authority. The following amounts, determined after appropriate setoff, are shown in the consolidated balance sheet:

   
Year ended December 31,
 
   
2007
   
2006
 
Deferred tax assets
    (310,590 )     (291,641 )
Deferred tax liabilities
    1,233,836       991,945  
      923,246       700,304  

 The amounts shown in the balance sheet include the following:
 
   
Year ended December 31,
 
   
2007
   
2006
 
Deferred tax assets to be recovered after more than 12 months
    (74,741 )     (79,811 )
Deferred tax liabilities to be recovered after more than 12 months
    1,214,468       849,730  

 
 

 
 
22 
Other liabilities
 
(i)
Other liabilities – Non current

   
Year ended December 31,
 
   
2007
   
2006
 
Employee liabilities
           
Employee's statutory profit sharing
    51,217       64,196  
Employee severance indemnity
    59,862       67,598  
Pension benefits
    41,877       36,067  
Employee retention and long term incentive program
    11,120       -  
      164,076       167,861  
                 
Taxes payable
    8,723       8,842  
Miscellaneous (*)
    12,611       10,021  
      21,334       18,863  
      185,410       186,724  

(*) For 2007 and 2006 includes $45 and $110 of Derivative financial instruments, respectively.
 
(a) Employees’ severance indemnity
 
The amounts recognized in the balance sheet are as follows:
 
   
Year ended December 31,
 
   
2007
   
2006
 
Total included in non - current Employee liabilities
    59,862       67,598  
 
The amounts recognized in the income statement are as follows:
 
   
Year ended December 31,
 
   
2007
   
2006
   
2005
 
Current service cost
    7,877       8,737       7,846  
Interest cost
    3,054       2,851       2,771  
Total included in Labor costs
    10,931       11,588       10,617  
 
The principal actuarial assumptions used were as follows:

   
Year ended December 31,
 
   
2007
   
2006
   
2005
 
Discount rate
    4% - 5 %     4% - 5 %     5 %
Rate of compensation increase
    2% - 4 %     2% - 4 %     4 %
 
(b) Pension benefits
 
The amounts recognized in the balance sheet are determined as follows:
 
   
Year ended December 31,
 
   
2007
   
2006
 
Present value of unfunded obligations
    55,014       41,156  
Unrecognized actuarial losses
    (13,137 )     (5,089 )
Liability in the balance sheet
    41,877       36,067  
 
 
 

 

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

(b) Pension benefits (Cont.)
 
The amounts recognized in the income statement are as follows:
 
   
Year ended December 31,
 
   
2007
   
2006
   
2005
 
Current service cost
    5,248       1,400       544  
Interest cost
    6,421       2,185       917  
Net actuarial (losses) gains recognized in the year
    (4,215 )     (1,124 )     329  
Total included in Labor costs
    7,454       2,461       1,790  
 
Movement in the liability recognized in the balance sheet:
 
   
Year ended December 31,
 
   
2007
   
2006
 
At the beginning of the year
    36,067       10,788  
Translation differences
    3,864       (654 )
Transfers and new participants of the plan
    (417 )     992  
Total expense
    7,454       2,461  
Contributions paid
    (11,272 )     (2,696 )
Increase due to business combinations
    8,631       25,307  
Deconsolidation / Transfer to held for sale
    (2,450 )     (131 )
At the end of the year
    41,877       36,067  

The principal actuarial assumptions used were as follows:
 
   
Year ended December 31,
 
   
2007
   
2006
   
2005
 
Discount rate
    5% - 7 %     5% - 7 %     7 %
Rate of compensation increase
    2% - 5 %     2% - 5 %     2 %

(ii)
Other liabilities – current
 
   
Year ended December 31,
 
   
2007
   
2006
 
Payroll and social security payable
    187,851       148,146  
Liabilities with related parties
    7,846       2,237  
Derivative financial instruments
    15,506       2,090  
Miscellaneous
    41,001       35,228  
      252,204       187,701  

 
 

 

23 
Non-current allowances and provisions

(i)
Deducted from non current receivables

   
Year ended December 31,
 
   
2007
   
2006
 
Values at the beginning of the year
    (14,120 )     (15,450 )
Translation differences
    141       153  
Reversals / Additional allowances
    (558 )     (15 )
Used
    3,954       1,192  
At December 31,
    (10,583 )     (14,120 )

(ii)
Liabilities

   
Year ended December 31,
 
   
2007
   
2006
 
Values at the beginning of the year
    92,027       43,964  
Translation differences
    6,747       2,999  
Increase due to business combinations
    2,997       11,394  
Deconsolidation / Transfer to held for sale
    (780 )     -  
Reversals / Additional provisions
    22,393       12,146  
Reclassifications
    (4,534 )     31,910  
Used
    (20,938 )     (10,386 )
At December 31,
    97,912       92,027  
 
24 
 Current allowances and provisions
 
(i) 
Deducted from assets
 
Year ended December 31, 2007
 
Allowance for doubtful accounts - Trade receivables
   
Allowance for other doubtful accounts - Other receivables
   
Allowance for inventory obsolescence
 
                   
Values at the beginning of the year
    (22,786 )     (7,784 )     (79,473 )
Translation differences
    (1,383 )     (385 )     (3,949 )
Increase due to business combinations
    (1,222 )     (534 )     (13,517 )
Deconsolidation / Transfer to assets held for sale
    904       1       14,308  
Reversals / Additional allowances
    (5,065 )     193       (24,371 )
Reclassifications
    -       -       (3,527 )
Used
    5,022       1,225       8,318  
At December 31, 2007
    (24,530 )     (7,284 )     (102,211 )
                         
Year ended December 31, 2006
                       
Values at the beginning of the year
    (24,962 )     (13,087 )     (85,750 )
Translation differences
    (1,274 )     (575 )     (4,151 )
Increase due to business combinations
    (1,673 )     (188 )     (253 )
Deconsolidation / Transfer to assets held for sale
    3,222       -       -  
Reversals / Additional allowances
    (1,449 )     640       8,006  
Used
    3,350       5,426       2,675  
At December 31, 2006
    (22,786 )     (7,784 )     (79,473 )

 
 

 

24 
Current allowances and provisions (Cont.)
  
(ii) 
Liabilities
 
Year ended December 31, 2007
 
Sales risks
   
Other claims and contingencies
   
Total
 
                   
Values at the beginning of the year
    20,094       6,551       26,645  
Translation differences
    350       1,221       1,571  
Increase due to business combinations
    3,471       -       3,471  
Deconsolidation / Transfer to held for sale
    (3,157 )     -       (3,157 )
Reversals / Additional allowances
    4,035       7,450       11,485  
Reclassifications
    (3,527 )     -       (3,527 )
Used
    (12,130 )     (5,016 )     (17,146 )
At December 31, 2007
    9,136       10,206       19,342  
                         
Year ended December 31, 2006
                       
Values at the beginning of the year
    3,489       33,456       36,945  
Translation differences
    112       2,690       2,802  
Increase due to business combinations
    16,700       781       17,481  
Reversals / Additional allowances
    840       808       1,648  
Reclassifications
    -       (27,977 )     (27,977 )
Used
    (1,047 )     (3,207 )     (4,254 )
At December 31, 2006
    20,094       6,551       26,645  
 
25 
Derivative financial instruments
 
Net fair values of derivative financial instruments
 
The net fair values of derivative financial instruments disclosed within Other liabilities and Other receivables at the balance sheet date, in accordance with IAS 39, are:
 
   
Year ended December 31,
 
   
2007
   
2006
 
Contracts with positive fair values
           
Interest rate swap contracts
    -       722  
Forward foreign exchange contracts
    15,258       1,188  
Contracts with negative fair values
               
Interest rate swap contracts
    (3,013 )     (242 )
Forward foreign exchange contracts
    (12,538 )     (1,958 )
 

To partially hedge future interest payments, as well as to minimize the effect of floating rates, Tenaris has entered into a number of zero cost interest rate collars. In these contracts, the Company has agreed to exchange with the counterparty, at specified intervals, the difference between interest amounts calculated by reference to an agreed-upon notional principal amount, to the extent that it is lower than the floor or greater than the cap established in such contracts. A total notional amount of $2,300 million was covered by these instruments, of which $500 million remain open until the next interest rate fixing dates, which shall occur in May 2008.
 
 
 

 

25 
Derivative financial instruments (Cont.)

Derivative financial instruments breakdown is as follows:

Variable interest rate swaps
 
             
Fair Value
 
             
Year ended December 31,
 
Type of derivative
Rate
Term
 
Notional Amount
   
2007
   
2006
 
Interest rate collars
Libor
2008
    1,500,000       -       712  
Interest rate collars
Libor
2008
    800,000       (2,922 )     -  
Pay fixed / Receive variable
Euribor
2010
    3,756       (91 )     (232 )
                  (3,013 )     480  

Exchange rate derivatives

In addition to derivative transactions performed to achieve coverage against foreign exchange rate risk, Tenaris has identified certain embedded derivatives and in accordance with IAS 39 (“Financial Instruments: Recognition and Measurement”) accounted them separately from their host contracts.

       
Fair Value
 
       
Year ended December 31,
 
Currencies
Contract
Term
 
2007
   
2006
 
USD / CAD
Embedded Canadian Dollar Forward Purchases
2017
    9,677       -  
USD / EUR
Euro Forward purchases
2008
    1,408       870  
JPY / USD
Japanese Yen Forward purchases
2008
    (1,157 )     (1,229 )
CAD / USD
Canadian Dollar Forward sales
2008
    3,062       318  
BRL / USD
Brazilian Real Forward sales
2008
    (126 )     -  
KWD / USD
Kuwaiti Dinar Forward sales
2008
    (10,821 )     (370 )
COP / USD
Colombian Peso Forward sales
2008
    111       -  
RON / USD
Romanian Leu Forward sales
2008
    87       -  
GBP / USD
Great Britain Pound Forward sales
2008
    152       -  
USD / MXN
Mexican Peso Forward purchases
2008
    327       -  
ARS / USD
Argentine Peso Forward sales
2007
    -       (359 )
          2,720       (770 )
 
Hedge Accounting

Tenaris only applies hedge acccounting for certain cash flow hedges of highly probable forecast transactions. The following are the derivatives or portions of derivatives taken in order to hedge the gross margin of sales in currencies other than the U.S. dollars and loans at variable rate, and the reserved amounts designated for hedge accounting as of December 31, 2007.

 
·
Foreign Exchange Hedge
 
     
Fair Value
     
Year ended December 31,
Currencies
Contract
Term
2007
2006
USD / EUR
Euro Forward purchases
2008
972
960
KWD / USD
Kuwaiti Dinar Forward sales
2008
(6,434)
(149)
     
(5,462)
811

 
 

 

25 
Derivative financial instruments (Cont.)

 
·
Interest Rate Hedge
 
                   
Fair Value
 
                   
Year ended December 31,
 
Type of Derivative
Rate
Term
 
Rate
   
Outstanding
   
2007
   
2006
 
Interest rate collars
Libor
2008
    3.9% - 5.4 %     1,500,000       -       712  
Interest rate collars
Libor
2008
    4.45% - 5.4 %     800,000       (2,922 )     -  
Pay fixed / Receive variable
Euribor
2010
    5.72 %     3,756       (91 )     555  
                          (3,013 )     1,267  
 
Since the implementation of hedge accounting, first quarter 2006, there has only been partial ineffectiveness during last period recognized in profit and loss for $0.3 million. The following is a summary of the hedge reserve evolution:

   
Equity Reserve Dec-05
   
Movements 2006
   
Equity Reserve Dec-06
   
Movements 2007
   
Equity Reserve Dec-07
 
Foreign Exchange
    -       811       811       (6,273 )     (5,462 )
Interest Rate
    -       1,267       1,267       (4,280 )     (3,013 )
Total Cash flow Hedge
    -       2,078       2,078       (10,553 )     (8,475 )
 
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’ consolidated financial position or results of operations.

Asbestos-related litigation

Dalmine S.p.A. (“Dalmine”), a Tenaris subsidiary organized in Italy is currently subject to 13 civil proceedings for work-related injuries arising from the use of asbestos in its manufacturing processes during the period from 1960 to 1980. In addition, another 43 asbestos related out-of-court claims and 1 civil party claim have been forwarded to Dalmine.

As of December 31, 2007, the total claims pending against Dalmine were 57 (of which, 3 are covered by insurance): during 2007, 29 new claims were filed, 2 claims were adjudicated, 2 claims were dismissed and no claim was settled. Aggregate settlement costs to date for Tenaris are Euro 5.1 million ($7.5 million). Dalmine estimates that its potential liability in connection with the claims not yet settled is approximately Euro 19.8 million ($29.1 million).

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

 
 

 

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

 On December 11, 2006, The Bank of New York (“BNY”), as trustee for the holders of Tenaris’ subsidiary Maverick Tube Corporation (“Maverick”) 2004 4% Convertible Senior Subordinated Notes due 2033 issued pursuant to an Indenture between Maverick and BNY (“Noteholders”), filed a complaint against Maverick and Tenaris in the United States District Court for the Southern District of New York. The complaint alleges that Tenaris’ acquisition of Maverick triggered the “Public Acquirer Change of Control” provision of Indenture, asserting breach of contract claim against Maverick for refusing to deliver the consideration specified in the “Public Acquirer Change of Control” provision of the Indenture to Noteholders who entered their notes for such consideration. This complaint seeks a declaratory judgment that Tenaris’ acquisition of Maverick was a “Public Acquirer Change of Control” under the Indenture, and asserts claims for tortuous interference with contract and unjust enrichment against Tenaris. Defendants filed a motion to dismiss the complaint, or in the alternative, for summary judgment on March 13, 2007.  Plaintiff filed a motion for partial summary judgment on the same date. Briefing on the motions has been completed. Because Law Debenture Trust Company of New York has succeeded BNY as trustee under the Indenture, on January 25, 2008 plaintiff and defendant have submitted a stipulation on the court substituting Law Debenture for BNY.

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

Customer Claim

A lawsuit was filed on September 6, 2007 against Maverick, alleging negligence, gross negligence and intentional acts characterized as fraudulent inducement concerning allegedly defective well casing. Plaintiff alleges the complete loss of one natural gas production well and “formation damage” that precludes further exploration and production at the well site. Plaintiff seeks compensatory and punitive damages of $25 million. On September 10, 2007, this lawsuit was tendered to Maverick’s insurer and on September 26, 2007, Maverick received the insurer’s agreement to provide a defense.  The insurer has reserved its rights regarding any potential indemnity obligation.  No provision related to this claim was recorded in these Consolidated Financial Statements.

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 ARP 76.8 million (approximately $24.4 million) at December 31, 2007, in taxes and penalties. Based on the views of Siderca’s tax advisors, Tenaris believes that the ultimate resolution of the matter will not result in a material obligation. Accordingly, no provision was recorded in these Consolidated Financial Statements.

European Commission Fine

On January 25, 2007, the Court of Justice of the European Commission confirmed the December 8, 1998 decision by the European Commission to fine eight international steel pipe manufacturers, including Dalmine, for violation of European competition laws. Pursuant to the Court’s decision, Dalmine is required to pay a fine of Euro 10.1 million plus interest (approximately $13.3 million plus interest). Since the infringements for which the fine was imposed took place prior to the acquisition of Dalmine by Tenaris in 1996, Dalmine’s former owner has reimbursed Dalmine for 84.1% of the fine. The remaining 15.9% of the fine has been paid out in 2007 of the provision that Dalmine established in 1999 for such proceeding.
 
 
 

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

Commitments:

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

 
·
A Tenaris company is a party to a ten year raw material purchase contract with QIT, under which it committed to purchase steel bars, with deliveries starting in July 2007. The estimated aggregate amount of the contract at current prices is approximately $292 million.

 
·
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. Prices are adjusted quarterly in accordance with market conditions and the estimated aggregate amount of the contract at current prices is approximately $1,077 million.

 
·
A Tenaris company is a party to a steel supply agreement with IPSCO, under which it is committed to purchase steel until 2011. Prices are adjusted monthly or quarterly and the estimated aggregate amount of the contract at current prices is approximately $127 million. Each party may terminate this agreement at any time upon a one-year notice.

 
·
A Tenaris company is a party to transportation capacity agreements with Transportadora de Gas del Norte S.A. for capacity of 1,000,000 cubic meters per day until 2017. As of December 31, 2007, the outstanding value of this commitment was approximately $53 million. The Tenaris company also expects to obtain additional gas transportation capacity of 315,000 cubic meters per day until 2027. This commitment is subject to the enlargement of certain pipelines in Argentina.

 
·
In August 2004 Matesi Materiales Siderúrgicos S.A. (“Matesi”) entered into a ten-year off-take contract pursuant to which Matesi is required to sell to a Tenaris affiliate Sidor S.A. (“Sidor”) on a take-or-pay basis 29.9% of Matesi’s HBI production. In addition, Sidor has the right to increase its proportion on Matesi’s production by an extra 19.9% until reaching 49.8% of Matesi’s HBI production. Under the contract, the sale price is determined on a cost-plus basis. The contract is renewable for additional three year periods unless Matesi or Sidor objects its renewal more than a year prior to its termination.

 
·
In July 2004, Matesi a Tenaris subsidiary organized in Venezuela, entered into a twenty-year agreement with C.V.G. Electrificación del Caroní, C.A. (“Edelca”) for the purchase of electric power under certain take-or-pay conditions, with an option to terminate the contract at any time upon three years notice. The outstanding value of the contract at December 31, 2007 is approximately $44.5 million.

 
·
A Tenaris company is party to a contract with Siderar for the supply of steam generated at the power generation facility owned by Tenaris in San Nicolás, Province of Buenos Aires, Argentina.  Under this contract, the Tenaris company is required to provide 250 tn/hour of steam and Siderar has the obligation to take or pay this volume. The contract is due to terminate in 2018.

 
 

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

As of December 31, 2007, shareholders' 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, 2007
    2,399,973  
Total shareholders equity in accordance with Luxembourg law
    4,308,297  

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, 2007, 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, 2007, the distributable reserve, including retained earnings and profit for the financial year, of Tenaris under Luxembourg law totals $2.4 billion, as detailed below.

(all amounts in thousands of U.S. dollars)
Retained earnings at December 31, 2006 under Luxembourg law
    1,527,096  
Dividends received
    1,371,625  
Other income and expenses for the year ended December 31, 2007
    8,883  
Dividends paid
    (507,631 )
Retained earnings at December 31, 2007 under Luxembourg law
    2,399,973  
 
27
Business combinations and other acquisitions

(a) Acquisition of Hydril Company

On May 7, 2007, Tenaris paid approximately $2.0 billion to acquire Hydril, a North American manufacturer of premium connections and pressure control products for the oil and gas industry. To finance the acquisition, Tenaris entered into syndicated loans in the amount of $2.0 billion, of which $0.5 billion were used to refinance an existing loan in the Company. The balance of the acquisition cost was paid out of cash on hand. Of the loan amount, $1.7 billion was allocated to the Company and the balance to Hydril.

 
 

 

27
Business combinations and other acquisitions (Cont.)

(a) Acquisition of Hydril Company (Cont.)

The main covenants on these loan agreements are limitations on liens and encumbrances, limitations on the sale of certain assets, restrictions in investments and compliance with financial ratios (e.g., leverage ratio and interest coverage ratio in Hydril’s syndicated loan agreement, and leverage ratio and debt service coverage ratio in the Company’s syndicated loan agreement). In addition, Hydril’s syndicated loan agreement has certain restrictions in capital expenditures. The Company’s syndicated loan agreement is secured with a pledge of 100% of Hydril’s shares; upon each payment or prepayment under this agreement, the number of shares subject to the pledge shall be reduced proportionally, and the pledge will be completely released immediately after the aggregate outstanding principal amount of the loan is less than or equal to $0.6 billion. The Company is initially allowed to make payments such as dividends, repurchase or redemption of shares up to the greater of $0.5 billion or 25% of the consolidated operating profit for the previous fiscal year; once the outstanding amount of this facility does not exceed $1.0 billion, no such restrictions apply.

On November 8, 2007, the Company prepaid loans under the Company’s syndicated loan agreement in a principal amount of $0.7 billion plus accrued interest thereon to such date. As a result of such prepayment, all dividend restrictions under the syndicated loan agreement ceased to apply; in addition, the Company is entitled of reducing proportionally the number of shares pledged in connection therewith.

Tenaris began consolidating Hydril’s balance sheet and results of operations since May, 2007.

Pro forma data including acquisitions for all of 2007

Had the Hydril transaction been consummated on January 1, 2007, then Tenaris’s unaudited pro forma net sales and net income from continuing operations would have been approximately $10.1 billion and $2.0 billion, respectively. These pro forma results were prepared based on public information and unaudited accounting records maintained under U.S. GAAP prior to such acquisition and adjusted by depreciation and amortization of tangible and intangible assets and interest expense of the borrowing incurred for the acquisition as described in Note 27(a) considering the repayment stated in Note 27(c). Carrying amounts of assets, liabilities and contingent liabilities in Hydril’s books, determined in accordance with IFRS, immediately before the combination are not disclosed separately, as Hydril did not report IFRS information.

(b) Minority Interest

During the year ended December 31, 2007, additional shares of Silcotub and Dalmine were acquired from minority shareholders for approximately $3.3 million.

Effective July 12, 2007 Silcotub was delisted from the Romanian Stock Exchange.

(c)  Acquisition of Maverick

On October 5, 2006, Tenaris completed the acquisition of Maverick, pursuant to which Maverick was merged with and into a wholly owned subsidiary of Tenaris. On that date, Tenaris paid $65 per share in cash for each issued and outstanding share of Maverick’s common stock. The value of the transaction at the acquisition date was $3,160 million, including Maverick’s financial debt. Tenaris began consolidating Maverick’s balance sheet and results of operations in the fourth quarter of 2006.

 
 

 

27
Business combinations and other acquisitions (Cont.)

(c)  Acquisition of Maverick (Cont.)
 
To finance the acquisition and the payment of related obligations, the Company and certain Tenaris entities entered into syndicated loan facilities in an aggregate of $2.7 billion; the balance was met from cash on hand. In connection with the financing of the Maverick acquisition 75% of the issued and outstanding shares of Maverick were initially pledged. Immediately upon each payment or prepayment under the Company loan agreement, the number of shares subject to the pledge shall be reduced by the percentage by which the aggregate outstanding principal amount of the loans under such agreement is reduced by operation of such payment or prepayment until the aggregate outstanding principal amount of such loans is less than or equal to $ 250 million. In addition, Tamsa and Siderca granted drag-along rights in favor of the lenders under the Company loan agreement with respect to the remaining 25% of the issued and outstanding shares of capital stock of Maverick.
 
The Company syndicated loan facility in an aggregate principal amount of $500 million, which had been incurred in connection with the Maverick acquisition, was prepaid in its entirety in May 2007. As a result of such prepayment the pledge on Maverick’s shares was fully released and the drag-alone rights in favor of the lenders were terminated. During 2007, Maverick’s syndicated loan was partially prepaid in an amount of $210 million and Tenaris’s subsidiary Algoma Tubes syndicated loan facility in an aggregate amount of $100 million was prepaid in its entirety.
 
(d) Tenaris Capitalization of Mandatory Convertible debt into shares of Ternium S.A. (“Ternium”)

On February 6, 2006, Ternium completed its initial public offering, issuing an additional 248,447,200 shares (equivalent to 24,844,720 ADS) at a price of $2.00 per share, or $20.00 per ADS. The Company received an additional 20,252,338 shares upon the mandatory conversion of its loans to Ternium. In addition to the shares issued to the Company, Ternium issued shares to other shareholders corresponding to their mandatory convertible loans. On February 23, 2006, the underwriters of Ternium’s IPO exercised an overallotment option under which Ternium issued an additional 37,267,080 shares (equivalent to 3,726,708 ADS). As a result of the IPO and the conversion of loans, as of February 6, 2006, Tenaris’ ownership stake in Ternium amounted to 11.46%. The effect of these transactions resulted in an additional increase of the Company’s proportional ownership in Ternium’s equity of approximately $26.7 million, which Tenaris recognized in Other Reserves in equity.

At December 31, 2007, the closing price of Ternium’s ADSs as quoted on the New York Stock Exchange was $40.11 per ADS, giving Tenaris’ ownership stake a market value of approximately $921 million. At December 31, 2007, the carrying value of Tenaris’ ownership stake in Ternium was approximately $488 million.
 
(e) Acquisition of a steel pipe business in Argentina
 
On January 31, 2006, Siat S.A., a Tenaris subsidiary organized in Argentina, acquired the welded pipe assets and facilities located in Villa Constitución, Province of Santa Fe, Argentina, belonging to Industria Argentina de Acero, S.A. (“Acindar”) for $29.3 million. The facilities acquired have an annual capacity of 80,000 tons of welded pipes.

 
 

 

27
Business combinations and other acquisitions (Cont.)

The assets and liabilities arising from the acquisitions are as a follows:

   
Year ended December 31,
 
      2007 (*)     2006 (*)
Other assets and liabilities (net)
    (348,876 )     (692,956 )
Property, plant and equipment
    152,540       460,937  
Customer relationships
    593,800       1,493,800  
Trade names
    149,100       -  
Proprietary technology
    333,400       -  
Goodwill
    1,042,015       1,114,287  
Net assets acquired
    1,921,979       2,376,068  
Minority interest
    5,283       11,181  
Sub-total
    1,927,262       2,387,249  
Cash-acquired
    117,326       70,660  
Purchase consideration
    2,044,588       2,457,909  
Liabilities paid as part of purchase agreement
    -       743,219  
Total disbursement
    2,044,588       3,201,128  
 
(*) Includes costs directly attributable to the acquisition.

During 2007, businesses acquired in that year contributed revenues of $430.8 million and net income of $44.5 million to Tenaris. During 2006, businesses acquired in that year contributed revenues of $432.0 million and net income of $14.5 million to Tenaris during that period. Net income does not include financial costs related to the operations recorded in other subsidiaries different from Hydril and Maverick.

28 
Cash flow disclosures  
 
(i)
Changes in working capital
 
Year ended December 31,
 
     
2007
   
2006
   
2005
 
 
Inventories
    (252,810 )     (455,567 )     (101,143 )
 
Receivables and prepayments
    2,080       (181,878 )     1,513  
 
Trade receivables
    (115,838 )     (226,678 )     (387,240 )
 
Other liabilities
    127,434       7,605       34,526  
 
Customer advances
    113,548       236,446       (14,156 )
 
Trade payables
    15,161       150,555       32,561  
        (110,425 )     (469,517 )     (433,939 )
(ii)
Income tax accruals less payments
                       
                           
 
Tax accrued
    833,378       873,967       568,753  
 
Taxes paid
    (1,226,433 )     (817,131 )     (419,266 )
        (393,055 )     56,836       149,487  
(iii)
Interest accruals less payments, net
                       
 
Interest accrued
    183,995       32,237       29,236  
 
Interest received
    62,697       11,150       17,227  
 
Interest paid
    (267,994 )     (21,478 )     (44,544 )
        (21,302 )     21,909       1,919  
(iv)
Cash and cash equivalents
                       
 
Cash and bank deposits
    962,497       1,372,329       707,356  
 
Bank overdrafts
    (8,194 )     (7,300 )     (24,717 )
 
Restricted bank deposits
    -       (21 )     (2,048 )
        954,303       1,365,008       680,591  

 
 

 
 
29 
Current and non current assets held for sale and discontinued operations
 
Subsequent event: Sale of the pressure control business
 
On January 28, 2008, Tenaris entered into an agreement with General Electric Company (GE) pursuant to which it will sell to GE the pressure control business acquired as part of the Hydril transaction for an amount equivalent on a debt-free basis to $1,115 million. The agreement is subject to governmental and regulatory approvals and other customary conditions and is expected to close during the second quarter of 2008.

 Sale of Dalmine Energie

On December 1, 2006, Tenaris completed the sale of a 75% participation of Dalmine Energie, its Italian supply business, to E.ON Sales and Trading GmbH, a wholly owned subsidiary of E.ON Energie AG (“E.ON”) and an indirect subsidiary of E.ON AG for a purchase price of $58.9 million.
  
On November 5, 2007, Tenaris completed the sale of its remaining 25% interest in Dalmine Energie to E.ON Sales and Trading GmbH, an indirect subsidiary of E.ON AG (E.ON), for a purchase price of approximately $28 million.
 
Analysis of the result of discontinued operations:
 
   
Year ended December 31,
 
   
2007
   
2006
   
2005
 
                   
Net sales
    238,220       503,051       526,406  
Cost of sales
    (157,356 )     (486,312 )     (513,393 )
Gross profit
    80,864       16,739       13,013  
Selling, general and administrative expenses
    (36,441 )     (8,025 )     (10,259 )
Other operating income
    135       2,469       -  
Other operating expenses
    (566 )     -       (220 )
Operating income
    43,992       11,183       2,534  
Interest income
    66       603       453  
Interest expense
    (115 )     (1,062 )     (875 )
Other financial results
    3       475       (730 )
Income before equity in earnings of associated companies and income tax
    43,946       11,199       1,382  
Gain on disposal of subsidiary
    -       39,985       -  
Income before income tax
    43,946       51,184       1,382  
Income tax
    (9,454 )     (4,004 )     (1,385 )
Income for discontinued operations
    34,492       47,180       (3 )
 
For 2007, cash flow from operating activities (net income plus depreciation and changes in working capital and other) amounted to $42.1 million.  Cash flows used in investing and financing activities amounted to $8.6 and $22.0 million, respectively.  These amounts were estimated only for disclosure purposes, as cash flows from these discontinued operations were not managed separately from other cash flows.
 
Cash of discontinued operations increased $2.3 million and decreased by $1.0 million 2006 and 2005 respectively mainly from operating activities.
 
Current and non current assets and liabilities held for sale
     
   
Year ended December 31, 2007
 
       
Property, plant and equipment, net
    63,629  
Intangible assets, net
    302,029  
Inventories
    158,828  
Trade receivables
    79,220  
Other assets
    47,454  
         
Total current and non current assets held for sale
    651,160  
         
Deferred tax liabilities
    75,913  
Customer advances
    115,483  
Trade payables
    54,522  
Other liabilities
    21,124  
         
Liabilities associated with current and non-current assets held for sale
    267,042  

 
 

 
 
30 
Related party transactions
 
Pursuant to recent Luxembourg legislation implementing the EU Transparency Directive, San Faustín N.V. has notified the Company that it owns 713,605,187 shares in the Company, representing 60.4% of the Company’s capital and voting rights. San Faustín N.V. owns all of its shares in the Company through its wholly-owned subsidiary I.I.I. Industrial Investments Inc..  Rocca & Partners S.A. controls a significant portion of the voting power of San Faustín N.V. and has the ability to influence matters affecting, or submitted to a vote of the shareholders of, San Faustín N.V., such as the election of directors, the approval of certain corporate transactions and other matters concerning the company’s policies. There are no controlling shareholders for Rocca & Partners. Tenaris’ directors and executive officers as a group own 0.2% of the Company’s outstanding shares, while the remaining 39.4% are publicly traded.

The following transactions were carried out with related parties:
 
 
At December 31, 2007
                 
     
Associated (1)
   
Other
   
Total
 
(i)
Transactions
                 
 
(a) Sales of goods and services
                 
 
Sales of goods
    98,141       39,307       137,448  
 
Sales of services
    18,712       5,110       23,822  
        116,853       44,417       161,270  
                           
 
(b) Purchases of goods and services
                       
 
Purchases of goods
    254,063       27,277       281,340  
 
Purchases of services
    94,152       70,205       164,357  
        348,215       97,482       445,697  
                           
 
At December 31, 2006
                       
     
Associated (2)
   
Other
   
Total
 
(i)
Transactions
                       
 
(a) Sales of goods and services
                       
 
Sales of goods
    120,890       56,524       177,414  
 
Sales of services
    18,852       3,664       22,516  
        139,742       60,188       199,930  
                           
 
(b) Purchases of goods and services
                       
 
Purchases of goods
    103,003       33,930       136,933  
 
Purchases of services
    17,168       80,485       97,653  
        120,171       114,415       234,586  
                           
 
At December 31, 2005
                       
     
Associated (3)
   
Other
   
Total
 
(i)
Transactions
                       
 
(a) Sales of goods and services
                       
 
Sales of goods
    104,054       75,948       180,002  
 
Sales of services
    7,499       7,830       15,329  
        111,553       83,778       195,331  
                           
 
(b) Purchases of goods and services
                       
 
Purchases of goods
    67,814       33,949       101,763  
 
Purchases of services
    15,773       63,220       78,993  
        83,587       97,169       180,756  
 
 
 

 

30 
Related party transactions (Cont.)
 
 
At December 31, 2007
                 
     
Associated (4)
   
Other
   
Total
 
(ii)
Year-end balances
                 
                     
 
(a) Arising from sales / purchases of goods / services
                 
 
Receivables from related parties
    45,773       8,015       53,788  
 
Payables to related parties
    (61,597 )     (7,379 )     (68,976 )
        (15,824 )     636       (15,188 )
                           
 
(b) Financial debt
                       
 
Borrowings (7)
    (27,482 )     -       (27,482 )
                           
 
At December 31, 2006
                       
     
Associated (5)
   
Other
   
Total
 
(ii)
Year-end balances
                       
                           
 
(a) Arising from sales / purchases of goods / services
                       
 
Receivables from related parties
    25,400       14,429       39,829  
 
Payables to related parties
    (37,920 )     (13,388 )     (51,308 )
        (12,520 )     1,041       (11,479 )
                           
 
(b) Other balances
                       
 
Receivables
    2,079       -       2,079  
                           
 
(c) Financial debt
                       
 
Borrowings (8)
    (60,101 )     -       (60,101 )
                           
 
At December 31, 2005
                       
     
Associated (6)
   
Other
   
Total
 
(ii)
Year-end balances
                       
                           
 
(a) Arising from sales / purchases of goods / services
                       
 
Receivables from related parties
    30,988       15,228       46,216  
 
Payables to related parties
    (21,034 )     (8,413 )     (29,447 )
        9,954       6,815       16,769  
                           
 
(b) Other balances
    42,437       -       42,437  
                           
                           
 
(c) Financial debt
                       
 
Borrowings (9)
    (54,801 )     -       (54,801 )
 
(1) Includes Ternium S.A. and its subsidiaries (“Ternium”), Condusid C.A. (“Condusid”), Finma S.A.I.F (“Finma”), Lomond Holdings B.V. group (“Lomond”), Dalmine Energie S.p.A. (“Dalmine Energie”) (until October 2007), Socotherm Brasil S.A. (“Socotherm”), Hydril Jindal Internacional Private Ltd. and TMK – Hydril JV.
(2) Includes Ternium, Condusid, Finma (as from September 2006), Lomond (as from October 2006) and Dalmine Energie (as from December 2006).
(3) Includes Condusid, Ylopa, Amazonia and Sidor C.A. (“Sidor”) up to September 2005. As from October 2005 it includes Ternium and Condusid.
(4) Includes Ternium, Condusid, Finma, Lomond, Socotherm, Hydril Jindal Internacional Private Ltd. and TMK – Hydril JV.
(5) Includes Ternium, Condusid, Finma, Lomond and Dalmine Energie.
(6) Includes Ternium and Condusid.
(7) Includes convertible loan from Sidor to Materiales Siderurgicos S.A. (“Matesi”) of $26.4 million at December 31, 2007.
(8) Includes convertible loan from Sidor to Matesi of $58.4 million at December 31, 2006.
(9) Includes convertible loan from Sidor to Matesi at December 31, 2005.
 
(i) 
Officers and directors’ compensation
 
The aggregate compensation of the directors and executive officers earned during 2007, 2006 and 2005 amounts to $19.0 million, $16.8 million and $14.3 million respectively.

 
 

 

31 
Principal subsidiaries

The following is a list of Tenaris principal subsidiaries and its direct and indirect percentage of ownership of each controlled company at December 31, 2007, 2006 and 2005.
 
Company
Country of Organization
Main activity
Percentage of ownership at    December 31, (*)
     
2007
2006
2005
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
39%
39%
39%
DALMINE S.p.A.
Italy
Manufacturing of seamless steel pipes
99%
99%
99%
HYDRIL CANADIAN COMPANY LIMITED PARTNERSHIP
Canada
Manufacturing of steel products
100%
0%
0%
HYDRIL COMPANY and subsidiaries (except detailed) (b)
USA
Manufacturing of steel products
100%
0%
0%
HYDRIL LLC
USA
Manufacturing of pressure control products
100%
0%
0%
HYDRIL S.A. DE C.V.
Mexico
Manufacturing of steel products
100%
0%
0%
HYDRIL U.K. LTD.
United Kingdom
Manufacturing of steel products
100%
0%
0%
INVERSIONES BERNA S.A.
Chile
Financial Company
100%
100%
100%
MATESI. MATERIALES SIDERURGICOS S.A.
Venezuela
Production of hot briquetted iron (HBI)
50%
50%
50%
MAVERICK TUBE CORPORATION and subsidiaries (except detailed)
USA
Manufacturing of welded steel pipes
100%
100%
0%
MAVERICK TUBE. LLC
USA
Manufacturing of welded steel pipes
100%
0%
0%
MAVERICK TUBE. LP (c)
USA
Manufacturing of welded steel pipes
0%
100%
0%
NKKTUBES K.K.
Japan
Manufacturing of seamless steel pipes
51%
51%
51%
PRECISION TUBE HOLDING LLC (f)
USA
Holding company
0%
100%
0%
PRECISION TUBE TECHNOLOGY LP (f)
USA
Manufacturing of welded steel pipes
0%
100%
0%
PRUDENTIAL STEEL LTD
Canada
Manufacturing of welded steel pipes
100%
100%
0%
REPUBLIC CONDUIT MANUFACTURING
USA
Manufacturing of welded steel pipes
100%
100%
0%
S.C. DONASID S.A.
Romania
Manufacturing of steel products
99%
99%
99%
S.C. SILCOTUB S.A.
Romania
Manufacturing of seamless steel pipes
100%
97%
85%
SIAT S.A.
Argentina
Manufacturing of welded steel pipes
82%
82%
82%
SIDERCA S.A.I.C. and subsidiaries (except detailed) (d)
Argentina
Manufacturing of seamless steel pipes
100%
100%
100%
SIDTAM LTD.
British Virgin Islands
Holding Company
100%
100%
100%
SOCOMINTER S.A.
Venezuela
Marketing of steel products
100%
100%
100%
TALTA - TRADING E MARKETING SOCIEDADE UNIPESSOAL LDA. (except detailed) (e)
Madeira
Holding Company
100%
100%
100%
TAVSA - TUBOS DE ACERO DE VENEZUELA SA
Venezuela
Manufacturing of seamless steel pipes
70%
70%
70%
TENARIS COILED TUBES. LLC
USA
Manufacturing of welded steel pipes
100%
0%
0%
TENARIS CONNECTION AG LTD. and subsidiaries (except detailed)
Liechtenstein
Ownership and licensing of steel technology
100%
100%
100%
TENARIS FINANCIAL SERVICES
Uruguay
Financial Company
100%
100%
100%
 
 
 

 
 
31 
 Principal subsidiaries (Cont.)
 
Company
Country of Organization
Main activity
Percentage of ownership at    December 31, (*)
     
2007
2006
2005
TENARIS GLOBAL SERVICES (CANADA) INC.
Canada
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 S.A. and subsidiaries (except detailed) (g)
Uruguay
Holding company and marketing of steel products
100%
100%
100%
TENARIS HICKMAN. L.P.
USA
Manufacturing of welded steel pipes
100%
100%
0%
TENARIS INVESTMENTS LTD and subsidiaries (except detailed)
Ireland
Holding company
100%
100%
100%
TUBOS DE ACERO DE MEXICO SA
Mexico
Manufacturing of seamless steel pipes
100%
100%
100%
TUBOS DEL CARIBE LTDA.
Colombia
Manufacturing of welded steel pipes
100%
100%
0%
 
(*) All percentages rounded.
(a) Tenaris holds 99% of the voting shares of Confab Industrial S.A. Tenaris holds 39% of Confab’s subsidiaries except for Tenaris Confab Hastes de Bombeio S.A.where it holds 70%.
(b) Tenaris holds 100% of Hydril’s subsidiaries except for Technical Drilling & Production Services Nigeria Ltd. and Hydril Pressure Control Private Limited where it holds 60% and 49% respectively.
(c) Merged during 2007 into Maverick Tube, LLC.
(d) Tenaris holds 100% of Siderca’s subsidiaries, except for Scrapservice S.A. and Information Systems and Technologies N.V. where it holds (in both cases) 75%.
(e) Tenaris holds 100% of Talta – Trading e Marketing Sociedade Unipessoal and subsidiaries except for Energy Network, where it holds 95%.
(f) Merged during 2007 into Tenaris Coiled Tubes, LLC.
(g) Tenaris holds 100% of Tenaris Global Services S.A. and subsidiaries, except for Tenaris Supply Chain S.A. where it holds 98%.

 
 
Ricardo Soler
 
 
Chief Financial Officer