Edgar Filing: TENARIS SA

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 August 7, 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 þ Form 40-F o

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 o No þ

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

The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended. This report contains Tenaris' consolidated condensed interim financial statements June 30, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 7, 2008

Tenaris, S.A.

By: /s/ Cecilia Bilesio

Cecilia Bilesio

Corporate Secretary

TENARIS S.A.

CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

JUNE 30, 2008

46a, Avenue John F. Kennedy - 2nd Floor.

L - 1855 Luxembourg

CONSOLIDATED CONDENSED INTERIM INCOME STATEMENT

(all amounts in thousands of U.S. dollars, unless otherwise stated)		Three-month period ended June 30,						Six-month period ended June 30,
	Notes	2008			2007			2008			2007
Continuing operations		(Unaudited)
Net sales	3		3,148,385			2,554,968			5,774,572			4,980,267
Cost of sales	3 & 4		(1,842,911	)		(1,374,318	)		(3,343,600	)		(2,665,816	)
Gross profit			1,305,474			1,180,650			2,430,972			2,314,451
Selling, general and administrative expenses	3 & 5		(478,076	)		(399,009	)		(891,670	)		(773,276	)
Other operating income (expense), net	3		(3,676	)		(10,415	)		(4,667	)		(12,352	)
Operating income			823,722			771,226			1,534,635			1,528,823
Interest income	6		16,510			20,191			28,779			42,382
Interest expense	6		(35,178	)		(67,982	)		(102,270	)		(125,709	)
Other financial results	6		1,146			15,169			(13,156	)		2,126
Income before equity in earnings of associated companies and income tax			806,200			738,604			1,447,988			1,447,622
Equity in earnings of associated companies			48,102			29,398			98,096			55,305
Income before income tax			854,302			768,002			1,546,084			1,502,927
Income tax			(218,590	)		(240,683	)		(427,196	)		(466,214	)
Income for continuing operations			635,712			527,319			1,118,888			1,036,713
Discontinued operations
Income for discontinued operations	12		394,323			7,167			411,110			7,167
Income for the period			1,030,035			534,486			1,529,998			1,043,880

Attributable to:
Equity holders of the Company			987,471			495,950			1,460,514			976,254
Minority interest			42,564			38,536			69,484			67,626
			1,030,035			534,486			1,529,998			1,043,880
Earnings per share attributable to the equity holders of the Company during the period
Weighted average number of ordinary shares (thousands)			1,180,537			1,180,537			1,180,537			1,180,537
Earnings per share (U.S. dollars per share)			0.84			0.42			1.24			0.83
Earnings per ADS (U.S. dollars per ADS)			1.67			0.84			2.47			1.65

The accompanying notes are an integral part of these Consolidated Condensed Interim Financial Statements. The report of the Independent Registered Public Accounting Firm on these Consolidated Condensed Interim Financial Statements is issued as a separate document. These Consolidated Condensed Interim Financial Statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2007.

CONSOLIDATED CONDENSED INTERIM BALANCE SHEET

(all amounts in thousands of U.S. dollars)		At June 30, 2008			At December 31, 2007
	Notes	(Unaudited)
ASSETS
Non-current assets
Property, plant and equipment, net	7		3,423,072			3,269,007
Intangible assets, net	8		4,427,486			4,542,352
Investments in associated companies			614,006			509,354
Other investments			36,215			35,503
Deferred tax assets			323,094			310,590
Receivables			65,841	8,889,714		63,738	8,730,544
Current assets
Inventories			2,991,850			2,598,856
Receivables and prepayments			227,667			222,410
Current tax assets			188,553			242,757
Trade receivables			2,182,535			1,748,833
Other investments			351,931			87,530
Cash and cash equivalents			1,337,838	7,280,374		962,497	5,862,883
Current and non current assets held for sale	12			-			651,160
				7,280,374			6,514,043
Total assets				16,170,088			15,244,587
EQUITY
Capital and reserves attributable to the Company’s equity holders				8,324,767			7,006,277
Minority interest				577,061			523,573
Total equity				8,901,828			7,529,850
LIABILITIES
Non-current liabilities
Borrowings			1,589,712			2,869,466
Deferred tax liabilities			1,150,807			1,233,836
Other tax liabilities			8,566			-
Other liabilities			198,498			185,410
Provisions			100,674			97,912
Trade payables			800	3,049,057		47	4,386,671
Current liabilities
Borrowings			1,544,755			1,150,779
Current tax liabilities			813,402			341,028
Other liabilities			315,647			252,204
Provisions			31,823			19,342
Customer advances			418,361			449,829
Trade payables			1,095,215	4,219,203		847,842	3,061,024
Liabilities associated with current and non-current assets held for sale	12			-			267,042
				4,219,203			3,328,066
Total liabilities				7,268,260			7,714,737
Total equity and liabilities				16,170,088			15,244,587

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

CONSOLIDATED CONDENSED INTERIM STATEMENT OF CHANGES IN EQUITY

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

	Attributable to equity holders of the Company
	Share Capital		Legal Reserves		Share Premium		Currency Translation Adjustment		Other Reserves		Retained Earnings (*)			Minority Interest			Total
																	(Unaudited)
Balance at January 1, 2008		1,180,537		118,054		609,733		266,049		18,203		4,813,701			523,573			7,529,850

Currency translation differences		-		-		-		150,986		-		-			45,767			196,753
Change in equity reserves		-		-		-		-		2,124		-			(4,762	)		(2,638	)
Acquisition and decrease of minority interest		-		-		-		-		-		-			(1,865	)		(1,865	)
Dividends paid in cash		-		-		-		-		-		(295,134	)		(55,136	)		(350,270	)
Income for the period		-		-		-		-		-		1,460,514			69,484			1,529,998
Balance at June 30, 2008		1,180,537		118,054		609,733		417,035		20,327		5,979,081			577,061			8,901,828

	Attributable to equity holders of the Company
	Share Capital		Legal Reserves		Share Premium		Currency Translation Adjustment		Other Reserves			Retained Earnings			Minority Interest			Total
																		(Unaudited)
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		-		-		-		137,974		-			-			16,014			153,988
Change in equity reserves		-		-		-		-		(826	)		-			-			(826	)
Acquisition and decrease of minority interest		-		-		-		-		-			-			20,828			20,828
Dividends paid in cash		-		-		-		-		-			(354,161	)		(39,922	)		(394,083	)
Income for the period		-		-		-		-		-			976,254			67,626			1,043,880
Balance at June 30, 2007		1,180,537		118,054		609,733		141,928		27,931			4,019,677			427,557			6,525,417

(*) Retained Earnings calculated in accordance with Luxembourg Law are disclosed in Note 10.

CONSOLIDATED CONDENSED INTERIM CASH FLOW STATEMENT

		Six-month period ended June 30,
(all amounts in thousands of U.S. dollars)	Notes	2008			2007
Cash flows from operating activities		(Unaudited)
Income for the period			1,529,998			1,043,880
Adjustments for:
Depreciation and amortization	7 & 8		268,873			230,771
Income tax accruals less payments			89,747			(249,793	)
Equity in earnings of associated companies			(98,096	)		(55,305	)
Income from the sale of pressure control business			(394,323	)		-
Interest accruals less payments, net			(7,894	)		4,865
Changes in provisions			15,243			(3,480	)
Changes in working capital			(545,614	)		(125,365	)
Other, including currency translation adjustment			(15,017	)		53,803
Net cash provided by operating activities			842,917			899,376

Cash flows from investing activities
Capital expenditures	7 & 8		(205,366	)		(229,149	)
Acquisitions of subsidiaries and minority interest	11		(1,865	)		(1,927,182	)
Other disbursements relating to the acquisition of Hydril			-			(71,580	)
Proceeds from the sale of pressure control business (*)	12		1,113,805			-
Decrease in subsidiaries			-			(1,195	)
Proceeds from disposal of property, plant and equipment and intangible assets			8,826			4,596
Dividends received			13,636			11,496
Investments in short terms securities			(264,401	)		14,193
Other			(3,428	)		-
Net cash provided by / (used in) investing activities			661,207			(2,198,821	)
Cash flows from financing activities
Dividends paid			(295,134	)		(354,161	)
Dividends paid to minority interest in subsidiaries			(55,136	)		(39,922	)
Proceeds from borrowings			430,088			2,208,026
Repayments of borrowings			(1,332,755	)		(1,018,713	)
Net cash (used in) / provided by financing activities			(1,252,937	)		795,230

Increase / (decrease) in cash and cash equivalents			251,187			(504,215	)
Movement in cash and cash equivalents
At the beginning of the period			954,303			1,365,008
Effect of exchange rate changes			113,559			22,249
Increase / (decrease) in cash and cash equivalents			251,187			(504,215	)
At June 30,			1,319,049			883,042

		At June 30,
Cash and cash equivalents		2008			2007
Cash and bank deposits			1,337,838			891,159
Bank overdrafts			(18,789	)		(8,096	)
Restricted bank deposits			-			(21	)
			1,319,049			883,042

Non-cash financing activity
Conversion of debt to equity in subsidiaries			-			35,140

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

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

1	General information
2	Accounting policies and basis of presentation
3	Segment information
4	Cost of sales
5	Selling, general and administrative expenses
6	Financial results
7	Property, plant and equipment, net
8	Intangible assets, net
9	Earnings and dividends per share
10	Contingencies, commitments and restrictions to the distribution of profits
11	Business combinations and other acquisitions
12	Current and non current assets held for sale and discontinued operations
13	Related party transactions
14	Investment in Ternium: Sidor nationalization process
15	Recently issued accounting pronouncements

NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS

(In the notes all amounts are shown in U.S. dollars, unless otherwise stated)

1 General information

Tenaris S.A. (the “Company”), a Luxembourg corporation (societé anonyme holding), was incorporated on December 17, 2001 as a holding company in steel pipe manufacturing and distributing operations. The Company holds, either directly or indirectly, controlling interests in various subsidiaries. References in these Consolidated Condensed Interim Financial Statements to “Tenaris” refer to Tenaris S.A. and its consolidated subsidiaries. A list of the principal Company’s subsidiaries is included in Note 31 to the audited Consolidated Financial Statements for the year ended December 31, 2007.

These Consolidated Condensed Interim Financial Statements were approved for issue by the Company’s Board of Directors on August 6, 2008.

2 Accounting policies and basis of presentation

These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies used in the preparation of these Consolidated Condensed Interim Financial Statements are consistent with those used in the audited Consolidated Financial Statements for the year ended December 31, 2007. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2007, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board and adopted by the European Union.

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

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

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

3 Segment information

Reportable operating segments

	(Unaudited)
(all amounts in thousands of U.S. dollars)	Tubes			Projects			Other			Total Continuing operations			Total Discontinued operations (*)
Six-month period ended June 30, 2008
Net sales		4,724,843			639,848			409,881			5,774,572			98,388
Cost of sales		(2,596,219	)		(456,549	)		(290,832	)		(3,343,600	)		(57,712	)
Gross profit		2,128,624			183,299			119,049			2,430,972			40,676
Selling, general and administrative expenses		(782,946	)		(54,067	)		(54,657	)		(891,670	)		(13,799	)
Other operating income (expenses), net		(1,115	)		(316	)		(3,236	)		(4,667	)		129
Operating income		1,344,563			128,916			61,156			1,534,635			27,006
Depreciation and amortization		243,887			10,432			14,554			268,873			8,965

Six-month period ended June 30, 2007
Net sales		4,337,062			325,254			317,951			4,980,267			49,238
Cost of sales		(2,183,935	)		(227,126	)		(254,755	)		(2,665,816	)		(30,240	)
Gross profit		2,153,127			98,128			63,196			2,314,451			18,998
Selling, general and administrative expenses		(695,727	)		(35,194	)		(42,355	)		(773,276	)		(9,502	)
Other operating income (expenses), net		(15,873	)		1,714			1,807			(12,352	)		(308	)
Operating income		1,441,527			64,648			22,648			1,528,823			9,188
Depreciation and amortization		202,444			9,309			13,280			225,033			5,738

Geographical information

	(Unaudited)
(all amounts in thousands of U.S. dollars)	North America		South America		Europe		Middle East & Africa		Far East & Oceania		Total Continuing operations		Total Discontinued operations (*)
Six-month period ended June 30, 2008
Net sales		1,994,333		1,373,699		1,000,841		1,041,299		364,400		5,774,572		98,388
Depreciation and amortization		151,081		54,301		55,958		621		6,912		268,873		8,965

Six-month period ended June 30, 2007
Net sales		1,562,864		1,016,091		868,853		1,162,559		369,900		4,980,267		49,238
Depreciation and amortization		125,962		57,247		37,741		505		3,578		225,033		5,738

(*) Corresponds to pressure control operations.

Allocation of net sales to geographical information is based on customer location. Allocation of depreciation and amortization is based on the geographical location of the underlying assets.

There are no revenues from external customers attributable to the Company’s country of incorporation (Luxembourg). For geographical information purposes, “North America” comprises principally Canada, Mexico and the USA; “South America” comprises principally Argentina, Brazil and Venezuela; “Europe” comprises principally Italy, Romania and the United Kingdom; “Middle East and Africa” comprises principally Algeria, Kuwait, Saudi Arabia and the United Arab Emirates; “Far East and Oceania” comprises principally China and Japan.

4 Cost of sales

	Six-month period ended June 30,
(all amounts in thousands of U.S. dollars)	2008			2007
	(Unaudited)			(Unaudited)
Inventories at the beginning of the period		2,598,856			2,372,308
Plus: Charges of the year
Raw materials, energy, consumables and other		2,825,458			1,995,595
Increase in inventory due to business combinations		-			152,500
Services and fees		204,830			204,376
Labor cost		463,678			349,472
Depreciation of property, plant and equipment		144,107			121,728
Amortization of intangible assets		1,061			671
Maintenance expenses		105,953			93,488
Provisions for contingencies		12			4,300
Allowance for obsolescence		(10,259	)		6,080
Taxes		4,953			2,999
Other		54,513			33,111
		3,794,306			2,964,320

Less: Inventories at the end of the period		(2,991,850	)		(2,640,572	)
		3,401,312			2,696,056
From Discontinued operations		(57,712	)		(30,240	)
		3,343,600			2,665,816

5 Selling, general and administrative expenses

	Six-month period ended June 30,
(all amounts in thousands of U.S. dollars)	2008			2007
	(Unaudited)			(Unaudited)
Services and fees		108,024			97,696
Labor cost		221,264			199,343
Depreciation of property, plant and equipment		6,402			6,856
Amortization of intangible assets		126,268			101,516
Commissions, freight and other selling expenses		283,484			225,358
Provisions for contingencies		15,632			19,741
Allowances for doubtful accounts		4,881			(188	)
Taxes		77,928			72,954
Other		61,586			59,502
		905,469			782,778
From Discontinued operations		(13,799	)		(9,502	)
		891,670			773,276

6 Financial results

	Six-month period ended June 30,
(all amounts in thousands of U.S. dollars)	2008			2007
	(Unaudited)			(Unaudited)
Interest income		29,020			42,399
Interest expense		(102,285	)		(125,723	)
Interest net		(73,265	)		(83,324	)
Net foreign exchange transaction results and changes in fair value of derivative instruments		(5,714	)		6,484
Other		(7,430	)		(4,406	)
Other financial results		(13,144	)		2,078
Net financial results		(86,409	)		(81,246	)
From Discontinued operations		(238	)		45
		(86,647	)		(81,201	)

Each comparative item included in this note differs from its corresponding line in the income statement because it includes discontinued operations’ results.

Tenaris has identified certain embedded derivatives and in accordance with IAS 39 (“Financial Instruments: Recognition and Measurement”) 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”.

7 Property, plant and equipment, net

(all amounts in thousands of U.S. dollars)	2008			2007
	(Unaudited)			(Unaudited)
Six-month period ended June 30,
Opening net book amount		3,269,007			2,939,241
Currency translation differences		125,124			71,293
Additions		185,440			217,852
Increase due to business combinations		-			152,540
Disposals		(7,338	)		(4,573	)
Transfers		(906	)		(96	)
Reclassifications		-			(19,396	)
Depreciation charge		(148,255	)		(128,584	)
At June 30,		3,423,072			3,228,277

8 Intangible assets, net

(all amounts in thousands of U.S. dollars)	2008			2007
	(Unaudited)			(Unaudited)
Six-month period ended June 30,
Opening net book amount		4,542,352			2,844,498
Currency translation differences		(13,592	)		48,431
Additions		19,926			11,297
Increase due to business combinations		-			2,135,196
Disposals		(1,488	)		(23	)
Transfers		906			96
Reclassifications		-			(11,640	)
Amortization charge		(120,618	)		(102,187	)
At June 30,		4,427,486			4,925,668

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 period.

	Six-month period ended June 30,
	2008		2007
	(Unaudited)		(Unaudited)
Net income attributable to equity holders		1,460,514		976,254
Weighted average number of ordinary shares in issue		1,180,537		1,180,537
Basic and diluted earnings per share		1.24		0.83
Basic and diluted earnings per ADS		2.47		1.65
Net income from discontinued operations		411,110		7,167
Basic and diluted earnings per share		0.35		0.01
Basic and diluted earnings per ADS		0.70		0.01

On June 4, 2008, the Company’s shareholders approved an annual dividend in the amount of $0.38 per share ($0.76 per ADS) of common stock currently issued and outstanding. The amount approved included the interim dividend previously paid in November 2007, in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.25 per share ($0.50 per ADS), was paid on June 26, 2008. In the aggregate, the interim dividend paid in November 2007 and the balance paid in June 2008 amounted to approximately $450 million.

10 Contingencies, commitments and restrictions to the distribution of profits

Contingencies

This note should be read in conjunction with Note 26 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2007.

Asbestos-related litigation

Dalmine S.p.A. (“Dalmine”), a Tenaris subsidiary organized in Italy is currently subject to 11 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 47 asbestos related out-of-court claims and 1 civil party claim have been forwarded to Dalmine.

As of June 30, 2008, the total claims pending against Dalmine were 59 (of which, 1 is covered by insurance): during the six-month period ended June 30, 2008 4 new claims were filed, 4 claims were adjudicated, no claim was dismissed and no claim was settled. Aggregate settlement costs to date for Tenaris are Euro 6.6 million ($10.4 million). Dalmine estimates that its potential liability in connection with the claims not yet settled is approximately Euro 20.2 million ($31.8 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.

10 Contingencies, commitments and restrictions to the distribution of profits (Cont.)

Contingencies (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. On January 25, 2008, Law Debenture Trust Company of New York (as successor to BNY as trustee under the Indenture) was substituted for BNY as plaintiff. Oral arguments on the outstanding motions were held on April 15, 2008.

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

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 ARP80.1 million (approximately $26.3 million) at June 30, 2008, 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 Condensed Interim Financial Statements.

Customer Claim

A lawsuit was filed on September 6, 2007 against two Tenaris’s subsidiaries, 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 in an amount of $25 million. On September 10, 2007, this lawsuit was tendered to a Tenaris subsidiary insurer and on September 26, 2007, a Tenaris subsidiary received the insurer’s agreement to provide a defense. The insurer has reserved its rights regarding any potential indemnity obligation. Tenaris believes that the ultimate resolution of the matter will not result in a material obligation.

Commitments

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

A Tenaris company is a party to a five year contract with Nucor Corporation, under which it committed to purchase from Nucor steel coils, with deliveries starting in January 2007. Prices are adjusted quarterly in accordance with market conditions and the estimated aggregate amount of the contract at current prices is approximately $1,914 million.

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 $280 million.

10 Contingencies, commitments and restrictions to the distribution of profits (Cont.)

Commitments (Cont.)

A Tenaris company is a party to a steel coils 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 $183 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 purchasing capacity of 1,000,000 cubic meters per day until 2017. As of June 30, 2008, the outstanding value of this commitment was approximately $49.6 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”) a Tenaris subsidiary organized in Venezuela, entered into a ten-year off-take contract pursuant to which Matesi is required to sell to 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 object its renewal upon one-year notice.

In July 2004, Matesi 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 June 30, 2008 is approximately $40.6 million.

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

Restrictions to the distribution of profits and payment of dividends

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

(all amounts in thousands of U.S. dollars)	(unaudited)
Share capital		1,180,537
Legal reserve		118,054
Share premium		609,733
Retained earnings including net income for the six-month period ended June 30, 2008		2,738,205
Total shareholders equity in accordance with Luxembourg law		4,646,529

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 June 30, 2008, this reserve is fully allocated and additional allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.

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

10 Contingencies, commitments and restrictions to the distribution of profits (Cont.)

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

At June 30, 2008, retained earnings and result for the financial period of Tenaris under Luxembourg law totals $2.7 billion, as detailed below.

(all amounts in thousands of U.S. dollars)	(unaudited)
Retained earnings at December 31, 2007 under Luxembourg law		2,399,973
Dividends received		661,486
Dividends paid		(295,134	)
Other income and expenses for the six-month period ended June 30, 2008		(28,120	)
Retained earnings at June 30, 2008 under Luxembourg law		2,738,205

11 Business combinations and other acquisitions

(a) Acquisition of Hydril Company (“Hydril”)

On May 7, 2007, Tenaris paid $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.

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 was 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 would be reduced proportionally, and the pledge would be completely released immediately after the aggregate outstanding principal amount of the loan is less than or equal to $0.6 billion.

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. In May 2008, the Company prepaid loans under the Company’s syndicated loan agreement in a principal amount of $0.5 billion. As a result of such prepayments, the pledge of Hydril’s shares has been released and currently restrictions on payments of dividends, repurchase or redemption of shares under the Company’s syndicated loan are not applicable.

During 2008, Hydril’s syndicated loan was partially prepaid in an amount of $33 million.

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

11 Business combinations and other acquisitions (Cont.)

(b) Minority Interest

During the six-month period ended June 30, 2008, additional shares of Confab, Dalmine, Donasid and Energy Network were acquired from minority shareholders for approximately $1.8 million.

12 Current and non current assets held for sale and discontinued operations

Sale of Hydril pressure control business

On January 28, 2008, Tenaris entered into an agreement with General Electric Company (GE) for the sale to GE of the pressure control business acquired as part of the Hydril transaction for an amount equivalent on a debt-free basis to approximately $1,114 million. On April 1, 2008, the sale was completed. The result of this transaction was an after-tax gain of $ 394.3 million, calculated as the net proceeds of the sale less the book value of net assets held for sale, the corresponding tax effect and related expenses.

(i) Income for discontinued operations:

	Six-month period ended June 30,
(all amounts in thousands of U.S. dollars)	2008		2007
	(Unaudited)		(Unaudited)
Income for discontinued operations		16,787		7,167
After tax gain on the sale of pressure control business		394,323		-
Net Income for discontinued operations		411,110		7,167

(ii) Net cash flows attributable to discontinued operations

Cash flows provided by operating activities in 2008 until the sale of the pressure control business amounted to $40.7 million. Cash flows used in investing activities amounted to $3.4 million. These amounts were estimated only for disclosure purposes.

Cash and cash equivalents from discontinued operations increased by $37.3 million in 2008.

13 Related party transactions

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.

At June 30, 2008, the closing price of Ternium S.A. (“Ternium”) ADS as quoted on the New York Stock Exchange was $42.00 per ADS, giving Tenaris’s ownership stake a market value of approximately $965 million. At June 30, 2008, the carrying value of Tenaris’s ownership stake in Ternium was approximately $591 million.

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

13 Related party transactions (Cont.)

The transactions and balances with related parties are shown below:

(all amounts in thousands of U.S. dollars)		(Unaudited)
	Six-month period ended June 30, 2008
		Associated (1)		Other		Total
(i)	Transactions
	(a) Sales of goods and services
	Sales of goods		32,893		17,365		50,258
	Sales of services		11,711		1,985		13,696
			44,604		19,350		63,954

	(b) Purchases of goods and services
	Purchases of goods		45,501		7,460		52,961
	Purchases of services		55,390		31,818		87,208
			100,891		39,278		140,169

		(Unaudited)
	Six-month period ended June 30, 2007
		Associated (2)		Other		Total
(i)	Transactions
	(a) Sales of goods and services
	Sales of goods		48,345		22,157		70,502
	Sales of services		16,591		2,979		19,570
			64,936		25,136		90,072

	(b) Purchases of goods and services
	Purchases of goods		124,519		9,686		134,205
	Purchases of services		42,140		39,724		81,864
			166,659		49,410		216,069

		(Unaudited)
	At June 30, 2008
		Associated (1)			Other			Total
(ii)	Period-end balances

	(a) Arising from sales / purchases of goods / services
	Receivables from related parties		43,462			11,794			55,256
	Payables to related parties		(28,533	)		(11,677	)		(40,210	)
			14,929			117			15,046
	(b) Financial debt
	Borrowings		(3,732	)		-			(3,732	)

		(Unaudited)
	At December 31, 2007
		Associated (1)			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 (3)		(27,482	)		-			(27,482	)

(1) Includes Ternium S.A. and its subsidiaries (“Ternium”), Condusid C.A. (“Condusid”), Finma S.A.I.F (“Finma”), Lomond Holdings B.V. group (“Lomond”), Socotherm Brasil S.A. (“Socotherm”), Hydril Jindal International Private Ltd. and TMK – Hydril JV.

(2) Includes Ternium, Condusid, Finma, Lomond, Dalmine Energie, Socotherm, Hydril Jindal International Private Ltd. and TMK – Hydril JV.

(3) Includes loan from Sidor to Materiales Siderurgicos S.A. (“Matesi”) of $26.4 million at December 31, 2007.

14 Investment in Ternium: Sidor nationalization process

On June 30, 2008, the Company held 11.46% of the capital stock of Ternium S.A. As publicly stated by Ternium, the book value of Ternium’s interest in Sidor was $1.3 billion at June 30, 2008.

On March 31, 2008, Ternium controlled shares representing approximately 59.7% of Sidor’s capital, while Corporación Venezolana de Guayana, or CVG (a Venezuelan governmental entity) and Banco de Desarrollo Económico y Social de Venezuela, or BANDES (a bank owned by the Venezuelan government) held approximately 20.4% of Sidor and certain Sidor employees and former employees held the remaining 19.9% interest.

On April 8, 2008, the Venezuelan government announced its intention to take control over Sidor. On April 29, 2008, the National Assembly of the Republic of Venezuela passed a resolution declaring that the shares of Sidor, together with all of its assets, are of public and social interest. This resolution authorized the Venezuelan government to take any action it may deem appropriate in connection with any such assets, which may include expropriation.

On May 11, 2008, the Venezuelan government announced that Decree Law 6058 regulating the steel production activity in the Guayana, Venezuela region (the “Decree”) became effective upon its publication on Venezuela’s Official Gazette. The Decree ordered that Sidor and its subsidiaries and associated companies be transformed into state-owned enterprises (“empresas del estado”), with Venezuela owning not less than 60% of their share capital. Among other things, the Decree required the Venezuelan government to create a committee to negotiate over a 60-day period a fair price for the shares to be transferred to Venezuela.

Upon expiration of the term contemplated under the Decree, on July 12, 2008, Venezuela, acting through CVG, assumed operational control of Sidor. Following the change in operational control, CVG assumed complete responsibility for Sidor’s operations, Sidor’s board of directors ceased to function and Sidor’s operations are managed by a 6-member temporary operating committee, the majority of whose members are appointed by CVG. Ternium, however, has not yet transferred its ownership interest in Sidor to Venezuela.

The term provided in the Decree for the negotiation of the conditions under which all or a significant part of Ternium’s interest in Sidor will be transferred to Venezuela was extended until August 18, 2008. The negotiation of proposed future business relationships between Ternium and Sidor is also expected to be completed during that term.

15 Recently issued accounting pronouncements

(i) International Accounting Standard 27 (amended 2008), “Consolidated and separate financial statements”

In January 2008, the International Accounting Standards Board (“IASB”) issued International Accounting Standard 27 (amended 2008), “Consolidated and separate financial statements” (“IAS 27 - amended”). IAS 27 - amended includes modifications to International Accounting Standard 27 that are related, primarily, to accounting for non-controlling interests and the loss of control of a subsidiary.

IAS 27 - amended must be applied for annual periods beginning on or after 1 July 2009, although earlier application is permitted. However, an entity must not apply the amendments contained in IAS 27 - amended for annual periods beginning before 1 July 2009 unless it also applies IFRS 3 (as revised in 2008).

In May 2008, the IASB issued International Accounting Standard 27 (amended 2008), “Consolidated and Separate Financial Statements Cost of an investment in a Subsidiary, Jointly Controlled Entity or Associate” (“IAS 27 - amended”). IAS 27 - amended includes modifications to International Accounting Standard 27 that are related, primarily, to the accounting for investments in subsidiaries, jointly controlled Entities or associates in separate financial statements when reorganizations are established.

The Company's management has not assessed the potential impact that the application of IAS 27 - amended may have on the Company's financial condition or results of operations.

15 Recently issued accounting pronouncements (Cont.)

(ii) International Financial Reporting Standard 3 (revised January 2008), “Business Combinations”

In January 2008, the IASB issued International Financial Reporting Standard 3 (revised January 2008), “Business Combinations” (“IFRS 3 revised”). IFRS 3 revised includes amendments that are meant to provide guidance for applying the acquisition method.

IFRS 3 revised replaces IFRS 3 (as issued in 2004) and comes into effect for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009. Earlier application is permitted, provided that IAS 27 – amended is applied at the same time.

The Company’s management estimates that the application of IFRS 3 revised will not have a material effect on the Company’s financial condition or results of operations.

(iii) Amendment to International Financial Reporting Standard 5 “Non-current Assets held for sale and Discontinued Operations”

In May 2008, the IASB amended International Financial Reporting Standard 5 “Non-current Assets held for sale and Discontinued Operations” by requiring this classification although the entity retains a non-controlling interest.

Entities shall apply these amendments for annual periods beginning on or after 1 July 2009. Earlier application is permitted, provided that IAS 27 – amended is applied at the same time.

	Ricardo Soler
	Chief Financial Officer