TENARIS, S.A.
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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 April 18, 2005

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-   .

 
 

 


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SIGNATURE


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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’ notice of Annual General Meeting and Extraordinary General Meeting of Shareholders and the Shareholder Meeting Brochure and Proxy Statement.

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: April 18, 2005

Tenaris, S.A.

By: /s/ Cecilia Bilesio
Cecilia Bilesio
Corporate Secretary

 


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April 12, 2005

Dear Tenaris Shareholder,

I am pleased to invite you to attend the Annual General Meeting and Extraordinary General Meeting of Shareholders of Tenaris S.A. Both meetings will be held on Wednesday, May 25, 2005, at 46A, avenue John F. Kennedy L-1855 Luxembourg. The Annual General Meeting of Shareholders will begin promptly at 11:00 a.m., local time, while the Extraordinary General Meeting of Shareholders will be held immediately upon conclusion of the Annual General Meeting of Shareholders.

At the Annual General Meeting of Shareholders, you will hear a report on the Company’s business, financial condition and results of operations, and have the chance to meet the Chairman and Chief Executive Officer. Subsequently, the Extraordinary General Meeting of Shareholders will decide on several proposed amendments to Tenaris’s articles of association.

Enclosed please find the Notice and Agenda for both meetings and the Shareholder Meeting Brochure and Proxy Statement. These documents, as well as the Company’s 2004 annual report (which includes the Company’s financial statements for the year ended December 31, 2004 in their consolidated and unconsolidated form together with the director’s report and the report of the independent auditor), are available on our website at www.tenaris.com/investors and may also be obtained upon request at 1 800 990 1135 (if you are in the United States) or 781 575 4328 (if you are outside the United States) and are available free of charge at the Company’s registered office in Luxembourg.

Even if you only own a few shares, I would like to see them represented at both meetings. You can vote your shares personally or by proxy. If you choose to vote by proxy, you may use the enclosed dedicated proxy form. If you are a holder of ADRs, please see the letter from JP Morgan Chase, the depositary bank, for instructions on how to exercise your vote by proxy.

I look forward to welcoming you on May 25, 2005.

Very truly yours

Paolo Rocca
Chairman and Chief Executive Officer

 


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JPMORGAN CHASE BANK, N.A.
4 New York Plaza, Floor 13
New York, NY 10004

Re: TENARIS S.A.

     
To:
  Registered Holders of American Depositary Receipts (“ADRs”)
for Shares of Common Stock, US$1 Par Value (“Common Stock”), of
Tenaris S.A. (the “Company”):

The Company has announced that its Annual General Meeting of Shareholders will be held on May 25, 2005, at 11:00 a.m., and that an Extraordinary General Meeting will be held immediately after conclusion of the Annual General Meeting. Both meetings will take place at 46A, avenue John F. Kennedy L-1855 Luxembourg. A copy of the Company’s Notice of Annual General Meeting and Extraordinary General Meeting of Shareholders, including the agenda for such meetings, is enclosed.

The enclosed materials are provided to allow the shares represented by your ADRs to be voted at the meetings. They include the Notice of Annual General Meeting and Extraordinary General Meeting of Shareholders and the Shareholder Meeting Brochure and Proxy Statement. These documents, as well as the Company’s 2004 annual report (which includes the Company’s financial statements for the year ended December 31, 2004 in their consolidated and unconsolidated form), are available on our website at www.tenaris.com/investors and may also be obtained upon request at 1 800 990 1135 (if you are in the United States) or 781 575 4328 (if you are outside the United States).

Each holder of ADRs as of April 18, 2005 is entitled to instruct JPMorgan Chase Bank, N.A., as Depositary (the “Depositary”), as to the exercise of the voting rights pertaining to the Company’s shares of Common Stock represented by such holder’s ADRs. Holders of ADRs as of April 18, 2005 who desire to vote at the Meetings must complete, date and sign a proxy form and return it to JPMorgan Chase Bank, N.A., P.O. Box 43062, Providence, RI 02940-5115, U.S.A. If the Depositary receives properly completed instructions by 3:30 p.m., New York City time, on May 18, 2005, then it shall vote or cause to be voted the shares underlying such ADRs in the manner prescribed by the instructions. However, if by 3:30 p.m., New York time, on May 18, 2005, the Depositary receives no instructions from the holder of ADRs, or the instructions are not in proper form, then the Depositary shall deem such holder to have instructed the Depositary to vote the underlying shares of Common Stock of any such ADRs in favor of any proposals or recommendations of the Company, for which purposes the Depositary shall issue a discretionary proxy to a person appointed by the Company to vote such shares in favor of any proposals or recommendations of the Company (including any recommendation by the Company to vote such shares on any given issue in accordance with the majority shareholder vote on that issue). No instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary it does not wish such proxy given or if the proposal has, in the discretion of the Depositary, a materially adverse effect on the rights of the holders of ADRs.

Any holder of ADRs is entitled to revoke any instructions which it has previously given to the Depositary by filing with the Depositary a written revocation or duly executed instructions bearing a later date at any time prior to 3:30 p.m., New York time, on May 18, 2005. No instructions, revocations or revisions thereof shall be accepted by the Depositary after that time.

In order to avoid the possibility of double vote, the Company’s ADR books will be closed for cancellations from April 18, 2005 until May 20, 2005.

IF YOU WANT YOUR VOTE TO BE COUNTED, THE DEPOSITARY MUST RECEIVE YOUR VOTING INSTRUCTIONS PRIOR TO 3:30 P.M. (NEW YORK CITY TIME) ON MAY 18, 2005.

JPMORGAN CHASE BANK, N.A.
     Depositary

April 12, 2005
New York, New York

 


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Tenaris S.A.
Société Anonyme Holding
46A, avenue John F. Kennedy
L-1855, Luxembourg
RCS Luxembourg B 85 203
_____________________

Notice of the Annual General Meeting and Extraordinary General Meeting of
Shareholders to be held on May 25, 2005
_____________________

Notice is hereby given to holders of shares of common stock of Tenaris S.A. (the “Company”) that the Annual General Meeting of Shareholders will be held on May 25, 2005, at 11:00 a.m. (local time), and that an Extraordinary General Meeting will be held immediately after conclusion of the Annual General Meeting. Both meetings will be held at 46A, avenue John F. Kennedy L-1855 Luxembourg. In the Annual General Meeting, shareholders will vote with respect to the items listed below under the heading “Annual General Meeting”. At the Extraordinary General Meeting, shareholders will vote with respect to the items listed below under the heading “Extraordinary General Meeting”. The agenda is made of the items listed below.

AGENDA

Annual General Meeting

  1.   Consideration of the Board of Directors’ and independent auditor’s reports on the consolidated financial statements. Approval of the Company’s consolidated financial statements as of, and for the fiscal year ended, December 31, 2004.
 
  2.   Consideration of the Board of Directors’ and independent auditor’s reports on the unconsolidated annual accounts. Approval of the Company’s unconsolidated annual accounts as of, and for the fiscal year ended, December 31, 2004.
 
  3.   Allocation of results and approval of dividend payment.
 
  4.   Discharge to the members of the Board of Directors.
 
  5.   Election of the Board of Directors’ members.
 
  6.   Authorization to the Board of Directors to delegate the day-to-day management of the Company’s business to one or more of its members.
 
  7.   Board of Directors’ compensation.
 
  8.   Appointment of independent auditors and approval of their fees.

     Pursuant to the Company’s Articles of Association, resolutions at the Annual General Meeting of Shareholders will be passed by simple majority vote, irrespective of the number of shares present or represented.

 


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Extraordinary General Meeting

  1.   Amendment of article 9 of the Articles of Association of the Company by the addition of a sentence confirming that the Board of Directors may appoint a secretary and one or more assistant secretaries to the Board of Directors who need not be a director.
 
  2.   Amendment of article 10 of the Articles of Association of the Company by the addition of a provision authorizing the certification of copies or excerpts of the minutes of the meetings of the Board of Directors as well any other document of the Company by the secretary of the board or any assistant secretary.
 
  3.   Amendment of article 15 of the Articles of Association of the Company to change the date established for the annual general meeting to be set at the first Wednesday of the month of June at 11:00 hours.
 
  4.   Amendment of article 16 of the Articles of Association of the Company to state that the convening of shareholder meetings in case the shares of the Company are listed on a foreign regulated market, the notices shall, in addition, be made in accordance with the publicity requirements of such regulated market.
 
  5.   Amendment of article 19 of the Articles of Association of the Company to include a provision authorizing the secretary of the board of directors or any of its assistant secretaries to sign copies or excerpts of the Shareholders Meetings.

     Pursuant to the Company’s Articles of Association, an extraordinary general meeting of shareholders held to consider proposed amendments to the Company’s Articles of Association can only validly meet on the first call if at least half of the share capital is present or represented. If the required quorum is not met, a second meeting may be convened by means of notices published twice, at twenty (20) days interval at least and in any case twenty (20) days before the meeting, in the Mémorial C, Recueil des Sociétés et Associations (Luxembourg Official Gazette) and such other newspapers as provided for in article 19 of the Articles of Association of the Company. The second meeting can validly decide regardless of the quorum present or represented. In each case, resolutions may only be passed by a two-thirds majority of the votes of the shareholders present or represented.

PROCEDURES FOR ATTENDING THE MEETINGS

     Holders of bearer shares wishing to attend the meetings must obtain an admission ticket by depositing their certificates representing their common stock, not later than 4:00 p.m. (local time) on May 20, 2005, at any of the following Company’s offices:

     
Luxembourg:
  46A, avenue John F. Kennedy
  L-1855 Luxembourg
 
   
Argentina:
  Leandro N. Alem 1067, 15°
  (C1001AAF) Buenos Aires
  Attn: Horacio de las Carreras and/or Eleonora Cimino
 
   
Italy:
  c/o Dalmine S.p.A.
  Piazza Caduti 6 luglio 1944 n. 1 24044
  Dalmine (BG)
  Attn: Marco Tajana and/or Teresa Gaini
 
   
Mexico:
  c/o Tubos de Acero de México S.A.
  Campos Eliseos 400-17
  Col. Chapultepec Polanco
  11560 Mexico D.F.
  Attn: Félix Todd and/or Luis Armando Leviaguirre

     Holders of shares through fungible securities accounts wishing to attend the meetings must present a certificate (issued by the financial institution or professional depositary holding such shares) evidencing such deposit and certifying the number of shares recorded in the relevant account as of May 20, 2005. Such certificate must be filed no later than 4:00 p.m. (local time) on May 20, 2005 with any of the Company’s offices indicated above and, in the case of shares held in Mexico, with S.D. Indeval, S.A. de C.V. (Paseo de la Reforma #255, 2o. y 3er. piso Col. Cuauhtémoc, Mexico City).

 


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     Holder of shares as of May 20, 2005 may also vote by proxy. To vote by proxy, holders must file the required certificate and a completed proxy form not later than 4:00 p.m. (local time) on May 20, 2005 with any of the Company’s offices indicated above or, in the case of shares held in Mexico, with S.D. Indeval, S.A. de C.V, in Mexico City.

     Holders of American Depositary Receipts (the “ADRs”) as of April 18, 2005 who desire to vote at the Meetings must complete, date and sign a proxy form and return it to JPMorgan Chase Bank, N.A. (the “Depositary”), P.O. Box 43062, Providence, RI 02940-5115, by 3:30 p.m., New York City time, on May 18, 2005.

     The Shareholder Meeting Brochure and Proxy Statement (which contains reports on each item of the agenda for the meetings, and further details on voting procedures) and the forms furnished by the Company in connection with the meetings, may be obtained from any of the Company’s offices indicated above, the Depositary, Borsa Italiana SpA (Piazza degli Affari 6, 20123, Milan, Italy) and S.D. Indeval S.A. de C.V., as from April 12, 2005, between 10:00 a.m. and 5:00 p.m. (local time).

     Copies of the Shareholder Meeting Brochure and Proxy Statement and the forms are also available at www.tenaris.com/investors. Copies of the Companies financial statements and the reports of the auditors as well as the documents referred to in the preceding sentence may also be obtained free of charge at the Company’s registered office in Luxembourg.

Cecilia Bilesio
Secretary of the Board of Directors

April 12, 2005
Luxembourg

 


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TENARIS S.A.
Société Anonyme Holding
46A, avenue John F. Kennedy
L-1855, Luxembourg
RCS Luxembourg B 85 203
___________________

SHAREHOLDER MEETING BROCHURE AND PROXY STATEMENT
___________________

Annual General Meeting and Extraordinary General Meeting of
Shareholders to be held on May 25, 2005
___________________

This Shareholder Meeting Brochure and Proxy Statement is furnished by Tenaris, S.A. (the “Company”) in connection with the Annual General Meeting of Shareholders and the Extraordinary General Meeting of Shareholders to be both held, for the purposes set forth in the accompanying Notice of the Annual General Meeting and Extraordinary General Meeting of Shareholders (the “Notice”), on May 25, 2005 starting at 11:00 a.m., at 46A, avenue John F. Kennedy L-1855 Luxembourg.

As of March 30, 2005, there were issued and outstanding 1,180,536,830 shares of common stock, US$1 par value, of the Company (the “Common Stock”), including shares of Common Stock (the “Deposited Shares”) deposited with Banque Générale du Luxembourg, as agent for JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), under the Deposit Agreement, dated as of November 11, 2002 (the “Deposit Agreement”), among the Company, the Depositary and all holders from time to time of American Depositary Receipts (the “ADRs”) issued thereunder. The Deposited Shares are represented by American Depositary Shares), which are evidenced by the ADRs (one ADR equals ten Deposited Shares).

Each holder of shares of Common Stock is entitled to one vote per share. Holders of shares that hold shares through fungible securities accounts and wish to attend the Meetings must present a certificate (issued by the financial institution or professional depositary holding such shares) evidencing such deposit and certifying the number of shares recorded in the relevant account on May 20, 2005. Such certificate must be filed no later than 4:00 p.m. (local time) on May 20, 2005, with any of the Company’s offices indicated in the Notice, or, in the case of shares held in Mexico, with S.D. Indeval, S.A. de C.V., in Mexico City.

Holders of shares as of May 20, 2005 may also vote by proxy. To vote by proxy, such holders must file the requisite certificate and a completed proxy form not later than 4:00 p.m. (local time), on May 20, 2005, with any of the Company’s offices indicated in the Notice, or, in the case of shares held in Mexico, with S.D. Indeval, S.A. de C.V., in Mexico City.

Each holder of ADRs as of April 18, 2005 is entitled to instruct JPMorgan Chase Bank, N.A., as Depositary (the “Depositary”), as to the exercise of the voting rights pertaining to the Company’s shares of Common Stock represented by such holder’s ADRs. Holders of ADRs as of April 18, 2005 who desire to vote at the Meetings must complete, date and sign a proxy form and return it to JPMorgan Chase Bank, N.A., P.O. Box 43062, Providence, RI 02940-5115, U.S.A. If the Depositary receives properly completed instructions by 3:30 p.m., New York City time, on May 18, 2005, then it shall vote or cause to be voted the shares underlying such ADRs in the manner prescribed by the instructions. However, if by 3:30 p.m., New York time, on May 18, 2005, the Depositary receives no instructions from the holder of ADRs, or the instructions are not in proper form, then the Depositary shall deem such holder to have instructed the Depositary to vote the underlying shares of Common Stock of any such ADRs in favor of any proposals or recommendations of the Company, for which purposes the Depositary shall issue a discretionary proxy to a person appointed by the Company to vote such shares in favor of any proposals or recommendations of the Company (including any recommendation by the Company to vote such shares on any given issue in accordance with the majority shareholder vote on that issue). No instruction shall be deemed given and no discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary it does not wish such proxy given or if the proposal has, in the discretion of the Depositary, a materially adverse effect on the rights of the holders of ADRs. Any holder of ADRs is entitled to revoke any instructions which it has previously given to the Depositary by filing with the Depositary a written revocation or duly executed instructions bearing a later date at any time prior to 3:30 p.m., New York time, on May 18, 2005. No instructions, revocations or revisions thereof shall be accepted by the Depositary after that time. In order to avoid the possibility of double vote, the Company’s ADR books will be closed for cancellations from April 18, 2005 until May 20, 2005.

Due to regulatory differences and market practices in each country where the Company’s shares are listed, the holders of shares traded on the Argentine and Italian stock exchanges who have requested admission to the meetings, or who have issued a voting proxy, must have their shares blocked for trading until the date of the meetings, while holders of shares traded in the Mexican stock exchange and holders of ADRs traded in the New York stock exchange need not have their

 


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shares or ADRs, as the case may be, blocked for trading. However, the votes of holders of shares traded in the Mexican stock exchange who sell their shares between May 20, 2005 and May 24, 2005, shall be disregarded.

The meetings will appoint a chairperson pro tempore to preside over them. The chairperson pro tempore will have broad authority to conduct the meetings in an orderly and timely manner and to establish rules for shareholders who wish to address the meetings; the chairperson may exercise broad discretion in recognizing shareholders who wish to speak and in determining the extent of discussion on each item of the agenda.

Pursuant to the Company’s Articles of Association, resolutions at the Annual General Meeting of Shareholders will be passed by majority vote, irrespective of the number of shares present or represented. Extraordinary general meeting of shareholders held to consider proposed amendments to the Company’s Articles of Association can only validly meet on the first call if at least half of the share capital is present or represented. If the required quorum is not met, a second meeting may be convened by means of notices published twice, at twenty (20) days interval at least and in any case twenty (20) days before the meeting, in the Mémorial C, Recueil des Sociétés et Associations (Luxembourg Official Gazette). The second meeting can validly decide regardless of the quorum present or represented. In each case, resolutions may only be passed by a two-thirds majority of the votes of the shareholders present or represented.

The meetings are called to address and vote on the following agenda:

ANNUAL GENERAL MEETING

1. CONSIDERATION OF THE BOARD OF DIRECTORS’ AND INDEPENDENT AUDITOR’S REPORTS ON THE CONSOLIDATED FINANCIAL STATEMENTS. APPROVAL OF THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AS OF, AND FOR THE FISCAL YEAR ENDED, DECEMBER 31, 2004.

The Board of Directors recommends a vote FOR approval of the Company’s consolidated financial statements for the fiscal year ended December 31, 2004, and having considered the reports from each of the Board of Directors and the independent auditor on such consolidated financial statements. The consolidated balance sheet of the Company and its subsidiaries at December 31, 2004 and the related consolidated statement of income, consolidated statement of changes in shareholders’ equity, consolidated cash flow statement and notes to the consolidated financial statements, the independent auditors’ report on such consolidated financial statements and management’s discussion and analysis on the Company’s results of operations and financial condition are included in the Company’s annual report 2004, a copy of which is available on our website at www.tenaris.com/investors and may also be obtained upon request at 1 800 990 1135 (if you are in the United States) or 781 575 4328 (if you are outside the United States).

2. CONSIDERATION OF THE BOARD OF DIRECTORS’ AND INDEPENDENT AUDITOR’S REPORTS ON THE UNCONSOLIDATED ANNUAL ACCOUNTS. APPROVAL OF THE COMPANY’S UNCONSOLIDATED ANNUAL ACCOUNTS AS OF, AND FOR THE FISCAL YEAR ENDED, DECEMBER 31, 2004.

The Board of Directors recommends a vote FOR approval of the Company’s unconsolidated annual accounts as of, and for the fiscal year ended, December 31, 2004, and having considered the report from each of the Board of Directors and the independent auditor on such unconsolidated annual accounts. These documents are included in the Company’s annual report, a copy of which is available on our website at www.tenaris.com/investors and may also be obtained upon request at 1 800 990 1135 (if you are in the United States) or 781 575 4328 (if you are outside the United States).

3. ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT.

The Board of Directors recommends a vote FOR approval of a cash dividend payable in U.S. dollars on June 13, 2005 in the amount of US$0.169 per share of Common Stock currently issued and outstanding and US$1.69 per ADR currently issued and outstanding. Of the aggregate amount of US$199,510,724.27 to be distributed as dividends, US$36,446,396.27 shall be paid from profits of the year ended December 31, 2004, US$162,982,327.00 shall be paid from retained earnings and US$82,001.00, from the Company’s other distributable reserve account. The balance of the fiscal year’s profits of US$337,030,371.73 will be allocated to the Company’s retained earnings account.

Upon approval of this resolution, the Board of Directors shall determine, in its discretion, the terms and conditions of the dividend payment, including the applicable record date.

4. DISCHARGE TO THE MEMBERS OF DIRECTORS.

In accordance with applicable Luxembourg law and regulations, it is proposed that, upon approval of the Company’s accounts for the year ended December 31, 2004, the members of Board of Directors be discharged of any responsibilities in connection with the management of the Company’s affairs during such year.

 


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5. ELECTION OF THE BOARD OF DIRECTORS’ MEMBERS.

The Company’s Articles of Association provide for the annual election by the holders of Common Stock of a Board of Directors of not less than five and not more than fifteen members. Members of the Board of Directors have a term of office of one year, but may be reappointed.

Under applicable U.S. laws and regulations, effective on July 15, 2005, the Company is required to have an audit committee comprised solely of directors who are independent.

The present Board of Directors of the Company consists of nine Directors. Until his death on March 11, 2005, Mr. Lucio Bastianini served as member of our board of directors. Two members of the Board of Directors (Messrs. Jaime Serra Puche and Amadeo Vázquez) qualify as independent members under the Company’s Articles of Association.

It is proposed (1) that the current eight members of the Board of Directors be re-elected, and (2) that Mr. Mr. Roberto Monti be also appointed as member of the Board of Directors.

Set forth below is summary biographical information of each of the candidates:

1) Mr. Roberto Bonatti. Mr. Bonatti is president of San Faustín, president of Techint S.A. and Tecpetrol and a director of III-Industrial Investments Inc, Siderca and Siderar. Mr. Bonatti is an Italian citizen.

2) Mr. Carlos Manuel Franck. Mr. Franck is president of Santa María and a director of Tecpetrol and Siderar. Mr. Franck is an Argentine citizen.

3) Mr. Bruno Marchettini. Mr. Marchettini is Director and Member of the Supervisory Board of San Faustín and Director of Siderar. Mr. Marchettini is an Italian citizen.

4) Mr. Roberto Monti*. Mr. Monti is a non-executive chairman of Trefoil Ltd., member of the board of directors of Petrobras Energia S.A., Transocean Inc. and of Wood Group. Served as Executive Vice President of Repsol YPF and was Chairman and Chief Executive Officer of YPF S.A. prior to its acquisition by Repsol. He was also President of Dowell, a subsidiary of Schlumberger and President of Schlumberger Logging and Production Service Division for Eastern Hemisphere and Latin América. Mr. Monti is an Argentine citizen.

5) Mr. Gianfelice Mario Rocca. Mr. Rocca is chairman of the board of directors of San Faustín, director of III-Industrial Investments Inc, director of Dalmine, director of Tamsa, president of the Humanitas Group and president of the board of directors of Techint-Compagnie Tecnica Internazionale S.p.A., Techint S.A. de C.V. In addition, he sits at the board of directors or executive committees of several companies, including Sirti S.p.A., Riunione Adriatica di Sicurtà, Zucchi Vincenzo S.p.A., and Cam Finanziara S.p.A. Mr. Rocca is an Italian citizen.

6) Mr. Paolo Rocca. Mr. Rocca is chairman of our board of directors and our chief executive officer. He is also director and Vice-president of San Faustin, director of III-Industrial Investments Inc, president of the board of directors of Siderar and member of the board of directors of Amazonia and Tamsa. He was first employed with the Techint group in 1985 as assistant to the chairman of the board of directors of Techint Financing Corporation. In 1986, he became a member of the board of directors and, in 1990, executive vice president of Siderca. Mr. Rocca is an Italian citizen.

7) Mr. Jaime Serra Puche*. Mr. Serra Puche is chairman of SAI Consulting, and a director of The Mexico Fund, Inc, Grupo Modelo, Vitro and Chiquita Brands International. Mr. Serra Puche served as Mexico’s Undersecretary of Revenue, Secretary of Trade, and Secretary of Finance. He led the negotiation and implementation of NAFTA. Mr. Serra Puche is a Mexican citizen

8) Mr. Amadeo Vázquez y Vazquez*. Mr. Vázquez y Vázquez is president of Telecom Argentina, director Gas Natural Ban, S.A. and vice president of the Fundación Mediterránea. Mr. Vázquez y Vázquez served as Counsel of the Buenos Aires Stock Exchange and director of BBVA Banco Francés S.A. Mr. Vázquez y Vázquez is an Argentine citizen.

9) Mr. Guillermo F. Vogel. Mr. Vogel is vice chairman of Tamsa, vice chairman of the American Iron & Steel Institute and chairman of the North American Steel Council. In addition, Mr. Vogel is chairman of Grupo Collado, vicechairman of Estilo y Vanidad and a director of Amazonia, Instituto Latinoamericano del Fierro y el Acero, HSBC-Mexico. Mr. Vogel is a Mexican citizen.

* Independent directors

Each elected director will hold office until the next annual meeting of shareholders. Under the current Company’s Articles of Association, such meeting is required to be held on May 24, 2006. We note, however, that the Extraordinary Meeting of Shareholders will consider an amendment to the Company’s Articles of Association whereby it is proposed that the Company’s annual meetings of shareholders be held on the first Wednesday of June of each year.

The Board of Directors of the Company met seven times during 2004. On January 31, 2003, the Board of Directors created an Audit Committee pursuant to Article 11 of the Articles of Association. As permitted under applicable laws and regulations, the Board of Directors does not have any executive, nominating or compensation committee, or any committees exercising similar functions.

 


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6. AUTHORIZATION TO THE BOARD OF DIRECTORS TO DELEGATE THE DAY-TO-DAY MANAGEMENT OF THE BUSINESS TO ONE OR MORE OF ITS MEMBERS.

In order to provide for the necessary flexibility in the management of the Company’s affairs, it is proposed that the management of the Company’s day-to-day business be delegated to Mr. Paolo Rocca, Chairman of the Board of Directors and Chief Executive Officer of the Company.

7. BOARD OF DIRECTORS’ COMPENSATION

It is proposed that each of the Board of Directors’ members in office each receive an amount of US$50,000 as compensation for their services during the fiscal year 2005. It is further proposed that the Chairman of the Company’s Audit Committee receive an additional fee of US$60,000 and that the other Directors who are members of such Committee receive an additional fee of US$50,000.

8. APPOINTMENT OF INDEPENDENT AUDITORS AND APPROVAL OF THEIR FEES

Based on the recommendation from the Company’s Audit Committee, the Board of Directors of the Company recommends a vote FOR the reappointment of Price Waterhouse & Co. S.R.L., member firm of PricewaterhouseCoopers as the Company’s independent auditors for the fiscal year ending December 31, 2005.

In addition, the Board of Directors recommends a vote FOR approval of an amount up to US$3,244,531 payable to the independent auditors as fees for audit and audit related services to be rendered during the fiscal year ending December 31, 2005. Such fees cover the audit of the Company’s consolidated financial statements and annual accounts, the audit of the Company’s internal controls over financial reporting as mandated by the Sarbanes-Oxley Act of 2002, and other audit-related services.

____________________________________

EXTRAORDINARY GENERAL MEETING

1.  AMENDMENT OF ARTICLE 9 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY BY THE ADDITION OF A SENTENCE CONFIRMING THAT THE BOARD OF DIRECTORS MAY APPOINT A SECRETARY AND ONE OR MORE ASSISTANT SECRETARIES TO THE BOARD OF DIRECTORS WHO NEED NOT BE A DIRECTOR.

Although the Board of Directors has the inherent power to appoint a secretary and one or more assistant secretaries, such authority is not specifically provided in the articles of incorporation. In order to facilitate recognition of the role of such secretaries in all jurisdictions in which the company engages in business, it is proposed to confirm the power of the Board of Directors to appoint one or more assistant secretaries and to determine their responsibilities, powers and authorities.

Article 9 of the Articles of Association, as amended, would read as follows:

“Article 9. Procedure. The board of directors shall elect a chairman from among its members and, if considered appropriate, one or several vice-chairmen and shall determine the period of their office, not exceeding their appointment as director.

The board of directors shall meet as often as required by the interests of the Company and at least four (4) times per year, upon notice by the chairman or by two (2) directors, either at the registered office or at any other place indicated in the notice, under the chairmanship of the chairman or, if the latter is prevented from attending, under the chairmanship of the (any) vice-chairman or of the director chosen among his colleagues.

The board of directors may deliberate and act validly only if a majority of its members in office are present in person or by proxy.

Board of directors meetings can be validly held by means of telephonic conference call, video conference or any other means genuinely allowing for the participation, interaction and intercommunication of the attending directors.

Any director who is prevented or absent may give a proxy in writing, telegram or facsimile, to one of his colleagues on the board to represent him at the meetings of the board and to vote in his place and stead.

All decisions shall be taken by a majority of votes of those present or represented; in case of a tie the chairman has a casting vote.

Written decisions, signed by all the directors, are proper and valid as though they had been taken at a meeting of the board of directors duly convened and held. Such a decision can be documented by several separate instruments having the same tenor, each signed by one or more directors.

 


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The Board of Directors may appoint a secretary and one or more assistant secretaries and determine their responsibilities, powers and authorities. These secretaries and assistant secretaries need not be members of the Board of Directors.”

The Board of Directors believes that the proposed amendment to the Articles of Association is in the best interests of the Company and its stockholders and accordingly recommends a vote FOR this proposal.

2.- AMENDMENT OF ARTICLE 10 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY BY THE ADDITION OF A PROVISION AUTHORISING THE CERTIFICATION OF COPIES OR EXCERPTS OF THE MINUTES OF THE MEETINGS OF THE BOARD OF DIRECTORS AS WELL AS ANY OTHER DOCUMENT OF THE COMPANY BY THE SECRETARY OF THE BOARD.

Considering the Company’s reporting obligations to the different markets where its securities are listed and to the securities authorities to which it is subject and in order to facilitate the role of the secretary and assistant secretaries in such markets, it is proposed to allow the secretary or assistant secretary to certify copies of the minutes of the board of directors’ meetings, or excerpts thereof, as well as any other document of the Company.

Article 10 of the Articles of Association, as amended, would read as follows:

Article 10. Minutes of the Board. The proceedings of the board of directors shall be set forth in minutes signed by the chairman of the meeting and the secretary, or by the majority of persons present at the meeting. The proxies shall be annexed thereto.

Copies of these minutes, or excerpts thereof, as well as any other document of the Company, shall be certified by two (2) directors or by the secretary of the board of directors or by any assistant secretary.

The Board of Directors believes that the proposed amendment to the Articles of Association is in the best interests of the Company and its stockholders and accordingly recommends a vote FOR this proposal.

3. AMENDMENT OF ARTICLE 15 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO CHANGE THE DATE ESTABLISHED FOR THE ANNUAL GENERAL MEETING TO BE SET AT THE FIRST WEDNESDAY OF THE MONTH OF JUNE AT 11:00 HOURS.

Considering that the Company is listed in four different markets and in order to afford the Company’s shareholders of all four markets additional time to adequately review and consider the documents distributed for the annual meeting of shareholders, it is proposed to move the date established in the articles of association for this meeting, to the first Wednesday of June starting in 2006.

Article 15, as amended, would read as follows:

Article 15. Date and Place. The annual general meeting shall meet each year ipso jure in the city of Luxembourg at the place indicated in the notices for meeting on the first Wednesday of June at 11.00 a.m. If said day is a legal or banking holiday, the meeting shall be held on the following business day.

The general meetings, including the annual general meeting, may be held in a foreign country whenever there occur circumstances of force majeure as determined by the board of directors in its discretion. In such event, the terms and conditions necessary to provide proper deliberations and publications will continue to be those provided for by the laws of Luxembourg.

The Board of Directors believes that the proposed amendment to the Articles of Association is in the best interests of the Company and its stockholders and accordingly recommends a vote FOR this proposal.

4. AMENDMENT OF ARTICLE 16 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO ALLOW THE CONVENING OF SHAREHOLDER MEETINGS IN CASE THE SHARES OF THE COMPANY ARE LISTED ON A FOREIGN REGULATED MARKET, THE NOTICES SHALL, IN ADDITION, BE MADE IN ACCORDANCE WITH THE PUBLICITY REQUIREMENTS OF SUCH REGULATED MARKET.

In order to afford more flexibility to the Company in connection with the publicity of meetings of shareholders outside Luxembourg in the countries where the Company’s shares are listed, it is proposed that the Company may have the alternative (subject to applicable regulations) to either (i) publish the notice to convene the shareholders meeting in a leading newspaper having general circulation in the country of such listing or (ii) follow the market practices for the publicity of convening of meetings of shareholders in the country of such listing.

Article 16, as amended, would read as follows:

 


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Article 16. Notices of Meeting. The board of directors shall convene all general meetings.

The notices for any ordinary or extraordinary general meeting shall contain the agenda, the hour and the place of the meeting and shall be made by notices published twice (2) at least at ten (10) days interval and ten (10) days before the meeting in the Mémorial C, Recueil des Sociétés et Associations (Luxembourg Official Gazette) and in a leading newspaper having general circulation in Luxembourg. In case the shares of the Company are listed on a foreign regulated market, the notices shall, in addition, (subject to applicable regulations) either (i) be published once in a leading newspaper having general circulation in the country of such listing at the same time as the first publication in Luxembourg or (ii) follow the market practices in such country regarding publicity of the convening of a general meeting of shareholders.

The Board of Directors believes that the proposed amendment to the Articles of Association is in the best interests of the Company and its stockholders and accordingly recommends a vote FOR this proposal.

5. AMENDMENT OF ARTICLE 19 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY TO INCLUDE A PROVISION AUTHORIZING THE SECRETARY OF THE BOARD OF DIRECTORS TO SIGN COPIES OR EXCERPTS OF THE SHAREHOLDERS MEETINGS.

Considering the Company’s reporting obligations to the different markets where its securities are listed and to the securities authorities to which it is subject, it is proposed to authorize the secretary of the board of directors to certify copies of the minutes of the shareholders’ meetings, or excerpts thereof, as well as any other document of the Company.

Article 19 of the Articles of Association, as amended, would read as follows:

Article 19. Vote and Minutes. Resolutions at ordinary general meetings will be passed by majority vote, irrespective of the number of shares present or represented.

Extraordinary general meetings shall not validly deliberate on proposed amendments to the Articles of Association unless at least half of the share capital is present or represented. Resolutions as to amendments of the Articles of Association shall be voted if approved by a two-thirds majority of votes of the shareholders present or represented.

If the required presence quorum is not met, a second meeting may be convened by means of notices published twice, at twenty (20) days interval at least and twenty (20) days before the meeting in the Mémorial, Recueil des Sociétés et Associations, two newspapers having general circulation in Luxembourg and, in case the shares of the Company are listed on a foreign regulated market, the notices shall in addition be published once in a leading newspaper having general circulation in the country of such listing at the same time as the first publication in Luxembourg. The second meeting shall validly deliberate regardless of the quorum present or represented. Resolutions, in order to be adopted, must be carried by a two thirds majority of the votes of the shareholders present or represented.

The nationality of the Company may be changed and the commitments of its shareholders may be increased only with the unanimous consent of all the shareholders and bondholders, if any.

Minutes of the general meetings shall be signed by the members of the board of the meeting. Copies or excerpts of the minutes to be produced in court or elsewhere shall be signed by two (2) directors or by the secretary of the board of directors or by any assistant secretary.”

The Board of Directors believes that the proposed amendment to the Articles of Association is in the best interests of the Company and its stockholders and accordingly recommends a vote FOR this proposal.

____________________________________

Under the current Company’s Articles of Association, the next Annual General Meeting of Shareholders is required to be held on May 24, 2006. If the Extraordinary Meeting of Shareholders approves the amendment to the Company’s Articles of Association described in Item 2 of the agenda for the Extraordinary Meeting of Shareholders, the next Annual General Meeting of Shareholders will be held on June 7, 2006. A holder of shares who intends to present a proposal at the next Annual General Meeting must submit the proposal in writing to the Company at any of the offices indicated in the Notice not later than 4:00 P.M. (local time) on March 31, 2006, in order for such proposal to be considered for inclusion on the agenda for the 2006 annual general meeting of shareholders.

____________________________________

Price Waterhouse & Co. S.R.L., member firm of PricewaterhouseCoopers, are the Company’s independent auditors. A representative of the independent auditors will be present at the Meetings to respond to questions.

Cecilia Bilesio

 


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Secretary of the Board of Directors

TENARIS PROXY CARD

AGENDA

Annual General Meeting

1.   Consideration of the Board of Directors’ and independent auditor’s reports on the consolidated financial statements. Approval of the Company’s consolidated financial statements as of, and for the fiscal year ended, December 31, 2004.
 
2.   Consideration of the Board of Directors’ and independent auditor’s reports on the unconsolidated annual accounts. Approval of the Company’s unconsolidated annual accounts as of, and for the fiscal year ended, December 31, 2004.
 
3.   Allocation of results and approval of dividend payment.
 
4.   Discharge to the members of the Board of Directors.
 
5.   Election of the Board of Directors’ members.
 
6.   Authorization to the Board of Directors to delegate the day-to-day management of the Company’s business to one or more of its members.
 
7.   Board of Directors’ compensation.
 
8.   Appointment of independent auditors and approval of their fees.

Extraordinary General Meeting

1.   Amendment of article 9 of the Articles of Association of the Company by the addition of a sentence confirming that the Board of Directors may appoint a secretary and one or more assistant secretaries to the Board of Directors who need not be a director.
 
2.   Amendment of article 10 of the Articles of Association of the Company by the addition of a provision authorizing the certification of copies or excerpts of the minutes of the meetings of the Board of Directors as well as any other document of the Company by the secretary of the board or any assistant secretary.
 
3.   Amendment of article 15 of the Articles of Association of the Company to change the date established for the annual general meeting to be set at the first Wednesday of the month of June at 11:00 hours.
 
4.   Amendment of article 16 of the Articles of Association of the Company to state that the convening of shareholder meetings in case the shares of the Company are listed on a foreign regulated market, the notices shall, in addition, be made in accordance with the publicity requirements of such regulated market.
 
5.   Amendment of article 19 of the Articles of Association of the Company to include a provision authorizing the secretary of the board of directors or any of its assistant secretaries to sign copies or excerpts of the Shareholders Meetings.

[TNRIS — TENARIS, S.A.] [FILE NAME: TNRIS2.ELX] [VERSION — (6)] [04/01/05 (03/28/05)]

         
    DETACH HERE   TNRIS2          

TENARIS, S.A.
JPMorgan Chase Bank, N.A., Depositary
P.O. Box 43062, Providence, RI 02940-5115

The undersigned, a registered holder of American Depositary Receipt(s) representing Shares of Tenaris, S.A., of record April 18, 2005, hereby requests and authorizes JPMorgan Chase Bank, N.A., the Depositary, through its Nominee or Nominees, to vote or execute a proxy to vote the underlying Ordinary Shares of the Company represented by such American Depositary Shares, on the Resolutions at the Annual General Meeting and Extraordinary General Meeting of Shareholders of Tenaris, S.A. to be held at 46A, avenue J.F. Kennedy L-1855 Luxembourg, on Wednesday, May 25, 2005, at 11:00 a.m., or at any adjournment thereof.

These instructions, when properly signed and dated, will be voted in the manner directed herein. If you mark the box to indicate that you wish to give a discretionary proxy to a person designated by the Company, the underlying Ordinary Shares represented by your American Depositary Receipt(s) will be voted by such person in his or her discretion. If these instructions are properly signed and dated, but no direction is made, the underlying Ordinary Shares represented by such ADR(s) will be voted by the Depositary FOR the Resolutions at the Meetings.

NOTE: If no instructions are received, or if they are improperly received, by the Depositary from any holder of ADRs by 3:30 p.m., New York time, on May 18, 2005, then the Depositary shall deem such holder to have instructed the Depositary to vote the underlying ordinary shares in favor of any proposals or recommendations of the Company, for which purposes the Depositary, shall issue a proxy to a person appointed by the Company to vote such shares in favor of any proposals or recommendations of the Company.

 


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In order to have the aforesaid shares voted, this Voting Instruction Card must be received by the Depositary before 3:30 p.m., May 18, 2005.

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

Please sign this Voting Instruction Card exactly as your name(s) appear(s) on the books of the Depositary. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title.

     
     HAS YOUR ADDRESS CHANGED?
       DO YOU HAVE ANY COMMENTS?
 
   
 
   
 
   
 
   
 
   
 
   
 
   
 
   

 


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TO THE REGISTERED HOLDERS OF AMERICAN DEPOSITARY RECEIPTS (“ADRs”) REPRESENTING ORDINARY SHARES OF TENARIS, S.A.

JPMorgan Chase Bank, N.A. (the “Depositary”) has received advice that the Annual General Meeting and an Extraordinary General Meeting of Shareholders (the “Meetings”) of Tenaris, S.A. (the “Company”) will be held at 46A, avenue J.F. Kennedy L-1855 Luxembourg, on Wednesday, May 25, 2005, at 11:00 a.m., for the purposes set forth in the enclosed Notice of Meetings.

If you are desirous of having the Depositary, through its Nominee or Nominees, vote or execute a proxy to vote the Ordinary Shares represented by your American Depositary Receipt(s) for or against or to abstain from voting on the Resolutions, or any of them, to be proposed at the Meetings, kindly execute and forward to the Depositary, the attached Voting Instruction Card. The enclosed postage paid envelope is provided for this purpose. The Voting Instruction Card should be executed in such a manner as to show clearly whether you desire the Nominee or the Nominees of the Depositary to vote for or against or to abstain from voting on the Resolutions, or any of them, as the case may be. You may include instructions to give a discretionary proxy to a person designated by the Company. The Voting Instruction Card MUST be forwarded in sufficient time to reach the Depositary before 3:30 p.m., May 18, 2005. Only the registered holders of record at the close of business on April 18, 2005, will be entitled to execute the attached Voting Instruction Card.

NOTE: If no instructions are received, or if they are improperly received, by the Depositary from any holder of ADRs by 3:30 p.m., New York time, on May 18, 2005, then the Depositary shall deem such holder to have instructed the Depositary to vote the underlying ordinary shares in favor of any proposals or recommendations of the Company, for which purposes the Depositary, shall issue a proxy to a person appointed by the Company to vote such shares in favor of any proposals or recommendations of the Company.

JPMorgan Chase Bank, N.A., Depositary

Dated: April 12, 2005

[TNRIS — TENARIS, S.A.] [FILE NAME: TNRIS1.ELX] [VERSION — (3)] [03/30/05 (03/28/05)]

         
    DETACH HERE   TNRIS1     
                 
 
X
    PLEASE MARK
VOTES AS IN
THIS EXAMPLE
    TNRIS  
 


TENARIS, S.A.


PLEASE REFER TO THE REVERSE OF THIS CARD FOR THE RESOLUTIONS TO BE VOTED AT THE MEETINGS.

           
 
Mark box at immediate right if you wish to give a discretionary proxy to a person designated by the Company. PLEASE NOTE:Marking this box voids any other instructions indicated hereon.
                
 
           
 
Mark this box at right if an address change or comment has been noted on the reverse of this card.
                
 
                                                   
  Annual General Meeting of Shareholders  
        FOR     AGAINST     ABSTAIN           FOR     AGAINST     ABSTAIN      
  Resolution 1                       Resolution 5                        
  Resolution 2                       Resolution 6                        
  Resolution 3                       Resolution 7                        
  Resolution 4                       Resolution 8                        
  Extraordinary General Meeting of Shareholders  
        FOR     AGAINST     ABSTAIN           FOR     AGAINST     ABSTAIN      
  Resolution 1                       Resolution 5                        
  Resolution 2                       Resolution 6                        
  Resolution 3                                                
  Resolution 4                                                
 


 


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(TENARIS LOGO)

     Annual Report 2004

      

      

Cautionary statement.
Some of the statements contained in this Annual Report are “forward-looking statements”. Forward-looking statements are based on management’s current (February 2005) assumptions and involve known and unknown risks that could cause actual results, performance or events to differ materially from those expressed or implied by those statements. These risks include, but are not limited to, risks arising from uncertainties as to future oil and gas prices and their impact on the investment programs by oil and gas companies.

 


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Company profile

Tenaris is the leading manufacturer of seamless steel pipes for the world’s oil and gas industry. We also produce seamless steel pipes for boilers, heat exchangers, hydraulic cylinders, automotive, structural and other industrial applications and are the leading regional supplier of welded steel pipes for oil and gas pipelines in South America. Our customers include most of the world’s major oil and gas companies as well as a large number of engineering and industrial companies.

Domiciled in Luxembourg, we have manufacturing facilities in Argentina, Brazil, Canada, Italy, Japan, Mexico, Romania and Venezuela and specialized R&D and proprietary global service and distribution networks. Our annual manufacturing capacity is 3.3 million tons of seamless and 850 thousand tons of welded pipes. With this infrastructure and our 16,500 employees, we focus on providing end-user customers a service that integrates manufacturing, procurement, distribution and on-time delivery of high quality products throughout the world.

We aim for long-term sustainable growth to reward our shareholders and to give opportunities for our employees. And since we recognize that much of our success results from the contribution of our local communities, we work hard to help them share in the opportunities that such success makes possible and to minimize the environmental impact of our activities on them.

 


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Leading indicators

                         
    2004     2003     2002  
             
Sales Volumes (thousands of metric tons)
                       
             
Seamless pipes
    2,646       2,278       2,283  
Welded pipes
    316       355       585  
             
Total steel pipes
    2,963       2,633       2,868  
             
 
             
Production Volumes (thousands of metric tons)
                       
             
Seamless pipes
    2,631       2,275       2,194  
Welded pipes
    366       346       561  
             
Total steel pipes
    2,997       2,621       2,755  
 
 
 
Financial Indicators (millions of USD)
                       
 
Net sales
    4,136       3,180       3,219  
Operating income
    814       288       472  
EBITDA(1)
    899       602       667  
Net Income before income tax and minority interest
    1,025       286       444  
Net income
    785       210       94  
Free cash flow (2)
    -85       113       313  
Capex
    183       163       148  
 
 
 
Balance Sheet (millions of USD)
                       
 
Total assets
    5,662       4,310       4,081  
Total financial debt
    1,259       834       716  
Net financial debt
    948       586       411  
Total liabilities
    3,001       2,348       2,201  
Shareholders’ equity including minority interest
    2,661       1,961       1,881  
 
 
 
Per share / ADS data: (USD per share / per ADS)
                       
 
Number of shares outstanding (3) (thousands of shares)
    1,180,537       1,180,288       1,160,701  
Earnings per share
    0.66       0.18       0.17 (4)
Earnings per ADS
    6.65       1.78       1.67 (4)
Dividends per share
    0.11       0.10        
Dividends per ADS
    1.14       0.99        
ADS Stock price at year-end
    48.90       33.32       19.22  
             
Number of employees
    16,447       14,391       13,841  
             


(1)   Defined as operating income plus depreciation and amortization charges taken before non-recurring losses and provisions relating to the litigation settled in 2003 with a consortium led by BHP Billiton Petroleum Ltd., and non-recurring gains derived from the Fintecna arbitration award.
(2)   Defined as net cash from operations (USD98 million, USD276 million, USD461 million in 2004, 2003 and 2002, respectively) less capital expenditures and investment in intangible assets (USD183 million, USD163 million and USD148 million in 2004, 2003 and 2002, respectively).
(3)   As of December 31.
(4)   See note 9 (ii) of the consolidated financial statements.

 


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Chairman’s letter

Dear Shareholders,

Tenaris acquired a new dimension in 2004. Net sales exceeded USD 4 billion and EBITDA, excluding one-time gains, rose to the level of USD 900 million. Demand for our products and services has grown and several of our facilities established new production records during the year. Acquisitions in Romania and Venezuela have expanded our industrial structure and strengthened our global reach.

Global economic growth is driving higher global energy consumption. Consistently high oil prices are indicative of the constraints that have built up in the global energy production infrastructure which is affected by limited spare production capacity, declining rates of production from mature fields and the long lead times and extensive capital outlays required to develop major new production areas. High natural gas prices are also encouraging investment in developing reserves for major LNG projects. This points to a sustained multi-year period of higher investment levels as the oil and gas majors seek to replenish declining reserves, the Middle East national oil companies reestablish spare production capacity and the national oil companies from oilimporting countries seek to gain access to foreign reserves.

Much of this investment activity will take place in operating environments where the advanced product technology and integrated supply chain management services that Tenaris offers on a global scale are of particular value to our customers. We are developing new products designed to address, inter alia, the environmental challenges of operating in the Arctic region, the complex requirements of deepwater operations and the specific needs of the steam injection process used in the Canadian oil sands. By increasing our investment in research and development of these and other products designed for use in the most demanding fields, we are responding to the needs of the industry and reinforcing our competitive advantage. We also continue to extend our global network of service centers, supported by our increasingly integrated information technology platform, which allows us to serve our customers more effectively and overcome the logistical challenges of operating in remote and challenging areas.

Tenaris is well placed to grow further and enhance its competitive positioning in this favorable market environment. We continue to invest in the mills that make up our integrated global manufacturing network, not only to improve our cost competitiveness but also to increase the capacity of our industrial system to deliver the high value products that are increasingly demanded by our customers. During the year, we added new heat treatment capacity in Canada, Mexico and Italy and new premium joint threading capacity in Argentina and Nigeria. More recently, we inaugurated a new facility in Veracruz to meet growing demand from the NAFTA automotive market for machined tubular components.

In July, we completed the acquisition of Silcotub in Romania. We now have a mill in Eastern Europe ready to serve the local energy market and complement the activities of our Italian mill in providing high quality products for the European industrial and automotive sector. Silcotub adds valuable production capacity and human resources to our industrial system and marks a further step in the consolidation process through which Tenaris has grown into a global company.

In July, we also completed the acquisition of a controlling participation in an iron oxide reduction facility in Venezuela. This acquisition enhances the cost-competitiveness of our industrial operations by providing access to a secure source of low-cost, high quality raw material and further integrating our operations. In November, in consideration of the energy supply balance and outlook in Italy, we launched a project to install a new gas-fired power generation plant to secure energy at a more competitive cost for our mill in Italy, which will be built over the next two years.

Throughout the year, we faced continuous increases in our costs, but we were able to preserve and expand our margins thanks to the high quality of our products and services. Our earnings per share rose 269% to USD 0.665 per share (USD 6.65 per ADS). In addition to the strong growth shown in our operating results, our earnings benefited from our equity participation in Sidor, the Venezuelan steel manufacturer, which has been transformed into one of Latin America’s most competitive steel companies. They also benefited from the result of the arbitration award relating to the recovery of losses incurred in respect of the litigation brought against our Italian subsidiary Dalmine, which we settled in 2003. We are proposing to pay a dividend in June of USD 0.169 per share (USD 1.69 per ADS), an increase of 48% over that paid last year.

It has been a challenging year for our employees. They have responded extraordinarily well to the increased workload of a very demanding market. I want to thank all of them for their efforts and also express my thanks to our customers, suppliers and shareholders for their continuous support and trust in Tenaris.

February 23, 2005

Paolo Rocca

 


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Business review

Market background and outlook

In 2004, a number of factors, including higher energy demand growth, declining production rates from developed reserves and persistently high oil and gas prices, led the oil and gas majors, the national oil companies and other oil and gas producers to increase their investment in exploration and production. Rig count levels have risen during the year with strong increases seen in North and South America, and, in the second half of the year, in the Middle East. The same factors are likely to persist throughout 2005, which should result in further increases in global exploration and production activity. In particular, activity is expected to increase in the Middle East, Canada, Venezuela, West African deepwater, the Caspian and the development of gas reserves associated with major LNG projects.

We estimate that global apparent consumption of seamless OCTG (oil country tubular goods) grew some 17% compared to 2003, and will grow further in 2005. Demand for other seamless products also increased contributing to an overall estimated increase in apparent consumption of seamless pipe products worldwide of some 12% in 2004 over 2003.

As a result of this strong market demand, selling prices for our seamless pipe products increased significantly over the course of the year and we were able to offset the effect of substantially higher raw material costs on our margins. Average selling prices and many of our raw material costs are expected to increase further in 2005.

Demand for our welded pipe products, which depend to a substantial extent on specific projects, particularly those for the construction of oil and gas pipelines in the regional market of our two welded pipe mills in South America, can vary significantly from year to year. Projects to extend the gas pipeline infrastructure in Brazil and to construct an oil pipeline to pipe oil from reserves in Rio de Janeiro state to refineries in Sao Paolo state were suspended in the second half of 2003, abruptly affecting demand for our products. In the second half of 2004, gas pipeline infrastructure project activity resumed in Brazil. In Argentina, after two years with no significant pipeline investment activity, projects to expand the capacity of the existing gas pipeline infrastructure are expected to commence during 2005. We currently have significant orders for a number of projects in Brazil, including a bauxite slurry pipeline project, which should result in substantially higher sales of welded pipes in 2005.

Assuming no major change in current conditions, we expect to register a significant increase in net sales for the second consecutive year and to maintain or further improve our current level of operating margins.

Summary of results

Our results reflect strong market demand and growth in our seamless pipe business, where we are the leading suppliers of seamless pipe products to the global energy industry. Net sales of our seamless pipes, which accounted for 79% of our total net sales, rose 37% and we were able to increase our seamless pipe selling prices sufficiently to offset the impact of higher raw material costs. In addition, we recorded a strong equity income gain from our investment in Sidor, the Venezuelan steel producer, where we have recently increased our participation. We also recorded a one-time operating income gain of USD 123 million following the conclusion of an arbitration award, pursuant to which Fintecna, an Italian state-owned company, is required to compensate us for losses incurred in respect of litigation settled in 2003 with a consortium led by BHP Billiton Petroleum Ltd.

Excluding both the one-time gain recorded in 2004 in respect of the arbitration award and the related loss we recorded in 2003 in respect of the litigation settlement, operating income in 2004 rose 72% to USD 691 million, or 17% of net sales, compared to USD 402 million, or 13% of net sales, in 2003. On the same basis, operating income plus depreciation and amortization in 2004 rose 49% to USD 899 million, or 22% of net sales, compared to USD 602 million, or 19% of net sales, in 2003.

Free cash flow (net cash provided by operations less capital expenditures) during the year was a negative USD 85 million. Cash flow from operations was affected by a substantial increase in the cost of our seamless pipe inventories reflecting increases in raw material costs and an increase in business activity.

Capital expenditures in 2004 rose to USD 183 million, compared to USD 163 million in 2003, and is expected to increase significantly in 2005 due to our project to build a power generation facility at our mill in Italy, an acceleration of investment in finishing facilities to add capacity in high value products and investments in Silcotub which was acquired in 2004.

Net financial debt, excluding investments of USD 120 million in trust funds originally established in 2001 to support our Argentine operations, increased by USD 362 million to USD 948 million during 2004. The increase was used primarily to fund acquisitions –Silcotub, a seamless pipe mill in Romania and Matesi, an iron oxide reduction plant in Venezuela were acquired during the year–, payment of dividends and the investment in working capital.

 


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Oilfield Services

We supply a comprehensive range of high quality seamless casing and tubing, premium connections and accessories for use in the most demanding oil and gas drilling and well completion activities. Using our unique network of manufacturing, customer service and R&D facilities, we focus on reducing costs for our customers through integrated supply chain management and developing industry-leading products.

Our new premium connection, TenarisBlue® and its Dopeless™ version, sets new standards in safe and environmentally friendly design by combining the highest level of sealability with a dope-free option. Industry acceptance of this breakthrough technology continues to grow. In April, we were awarded a multi-million dollar contract to provide TenarisBlue® Dopeless™ pipes and services to Statoil’s Snøhvit project in the Barents Sea, which is being developed under some of the most stringent environmental regulations in the world.

We provided TenarisBlue® Dopeless™ connections and auxiliary services to ConocoPhillips in its Stavanger yard in Norway, and to a number of major oil companies for use in their drilling programs. Shell, ExxonMobil, Saudi Aramco, Total, Petrobras, Husky, Talisman, Hocol, RepsolYPF and Pluspetrol are now using TenarisBlue® connections on projects in the North Sea, Middle East, Latin America, Canada, Russia and other countries around the world.

Our alliance with Sandvik, a world-leading producer of stainless and high-alloy steels, enables us to serve customers with an extended array of products suitable for very demanding projects, such as the Dolphin liquefied natural gas project in Qatar, the Tengiz oil production plant in Kazakhstan and offshore Libya.

As the value of our supply chain services gains increasing customer recognition, we provided total tubular coordination services for ConocoPhillips operations in Norway and supply chain services to other major customers, including Statoil, KerrMcGee in China and Shell and ExxonMobil in Nigeria. In Colombia and Ecuador, we opened new bases to assist Hocol, RepsolYPF and Encana and other customers in the region.

Through worldwide customer alliances, such as those established with ChevronTexaco and Agip, we are providing products and services to up and coming projects such as Kashagan, Karachaganak, TengizChevroil and ChevronTexaco’s Block 14 in Angola. We recently concluded an agreement with Austria’s OMV for its operations in Austria, Albania, Pakistan, Tunisia, Yemen, Australia and New Zealand.

We took significant steps during the year to enhance our industrial capacity and expand our geographic coverage. In July, we acquired control of Silcotub in Romania, improving our ability to serve customers in areas such as the Caspian Sea, Eastern Europe and the CIS, and, towards the end of the year, we completed a threading facility in Nigeria, which adds substantial local content to the products we offer in the country as well as adding flexibility to respond to changing requirements at short notice.

Pipeline Services

We supply an extensive range of tailor-made seamless pipes, complete with coatings and accessories for use in every operating environment –onshore, offshore and deepwater. Our focus is on the deepwater and ultra deepwater markets where we are a major player in the Gulf of Mexico, West Africa, United Kingdom and Scandinavia.

In 2004, we consolidated our sales and expanded our portfolio of offerings, which now includes flowlines, steel catenary risers, top tension risers, coating, bends, and other related products. This has had a strong effect in our key market areas, where we have been awarded important projects. These include Total’s offshore Angola projects, Dalia and Rosa Lirio; ChevronTexaco’s Lobito Tombocco, offshore Angola; Marathon’s Alvehim project in Norway, ConocoPhillips’s Saturn in United Kingdom and Gulfterra’s Constitution in the Gulf of Mexico.

Activity in shallow water operations in the North Sea region was depressed during the year. However, several fields have been passed from the majors to independent operators, so in the coming years, we can expect more activity with their participation. The most significant projects were Statoil’s Snøhvit and Ormen Lange developments. The huge Ormen Lange gas field is one of the most difficult offshore projects ever constructed. Winds and waves are stronger here than anywhere in the world at equivalent depths and the seabed is rocky and jagged, which challenged our technology team to create a pipe durable enough to withstand the extreme conditions. For Snøhvit we supplied a package of pipe for flowlines and risers, bends, and internal blasting service. Line pipe specification for the project was very demanding, because of DNV maritime rules. The pipe also had to possess extraordinary plastic deformation ability and pass rigorous Statoil requirements, which included impact testing at –30 C degrees to ensure performance in the Arctic environment.

In the Gulf of Mexico, activity was relatively slow and was driven mainly by the Independents. However, we remain involved throughout this region, including the deepest project –the export line for the Constitution field located at water depths of 8,000 feet. Tenaris won the contract in May and is now delivering the flowlines and steel catenary riser pipe and

 


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bends. We also supplied flowlines and risers for the Triton/Goldfinger project, a tie back to Dominion & Pioneer’s Devil’s Tower, and for the K2 project, which ties back to the Marco Polo field located 160 miles south of New Orleans.

Process & Power Plant Services

We provide comprehensive material planning and supply chain management services and on-time delivery of quality products to enable customers in the process and power plant industry meet the demanding needs of major refinery, petrochemical and power plant contracts.

Activity in the power generation sector was strong throughout 2004 led by China, where rapid economic growth and soaring domestic energy consumption is creating demand for new and upgraded power generation plants, LNG terminals and oil refineries. The trend is expected to continue well into 2005.

In process plant, the largest capital expenditures in the year were in the LNG industry. Having successfully concluded the Idku LNG project in Egypt, we are making preparations for new assignments in 2005. The plant was designed and constructed by Bechtel International and included two trains, or gas liquefaction processes. Tenaris supplied the pipes, fittings and flanges for the first train and the pipes for the second train. Through collaboration with the engineers and careful planning of the supply chain, we were able to meet all critical deadlines. LNG is a strategic market for Tenaris, so it was important to establish ourselves as a reliable supplier.

New projects in other of our downstream segments were hit by delays in investment decisions, possibly caused by uncertainty about the high oil and steel prices and concern about the impact on the return of those investments. The year also was characterized by a tight material supply situation due to the dramatic change in global demand for seamless tubular products. This environment made us take the opportunity to re-design the work process with our strategic customers. Extensive material planning in the early phases of projects helps to assure them of continued material availability. Currently, we are working to ensure our loyal customer base a fair allocation of the limited tonnage available. New ordering mechanisms are being developed that should result in greater leadtime and price reliability.

Industrial & Automotive Services

We provide a wide variety of seamless pipe products for industrial applications with a focus on segments such as automotive, hydraulic cylinders, construction machinery and architectural structures where we can add value with our specialist product development and supply chain management expertise. Sales are concentrated in Europe, particularly Italy where our mill has traditionally served this market, North America, where our sales have been growing from a low base, and Japan.

Our main market in Europe underwent a challenging year with continuing Euro appreciation, strong increases in the cost of raw materials and increased competition from low-cost producers in countries entering the European Union and other Eastern European countries. In this context, we concentrated on maintaining a reliable supply of pipes to our customers and authorized distributors under our strategy of adding value in the supply chain and securing customer loyalty. The acquisition in July of Silcotub, the Romanian seamless small-diameter pipe mill which has cold drawing facilities, will help us to maintain our market position at a time when many of our customers are establishing operations in Eastern European countries with lower labor costs. The most significant area of growth during the year has been in sales of cold-drawn tubes for mechanical parts and hydraulic cylinders used in earth moving equipment. The automotive industry remained weak throughout 2004, particularly in the European market. Nevertheless, our presence in this sector increased, especially in products using high quality seamless tubes, such as transmission components, drive shafts, and axles.

Our leadership position in the airbag market was further consolidated following the opening of our new component center in Mexico. The facility will manufacture airbag inflator vessels and automotive half-shaft components from seamless pipes. We also plan to manufacture tubular components for automotive stabilizer bars and CV joint cages at the plant. With these new products, we are promoting the use of tubular products instead of steel bars for greater user security and comfort and reduced fuel costs. Initial production capacity is 14.4 million pieces, which is expected to double in 2005.

Supplying the sophisticated tubular components our customers need requires advanced skills in designing and engineering. We are working with well-known international research centers to add to our capabilities in this area.

Argentina, Canada, Mexico and Venezuela

Argentina, Canada, Mexico and Venezuela, which are significant producers of oil and gas and where we are the sole local producers of seamless pipes, are important markets for Tenaris. We have developed strong ties with our customers based on supply chain management and just-in-time delivery services, which help to reinforce the local producer advantage.

In Argentina, investment in oil drilling activity remained strong during 2004, in spite of increased taxes on oil exports. New investment in gas wells, however, remained weak as a result of low gas prices. New oil and gas wells drilled during the year increased 4% over 2003, but still remained some 12% lower than the level recorded in 2001. After several years of

 


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recession, industrial activity, which grew by 11% during the year, continued the recovery seen in 2003 and contributed to an increase in sales of our seamless pipes of 16%.

In Canada, the average rig count levels remained similar to the previous year but demand for seamless OCTG rose, due to the greater depth of wells being drilled. Throughout the year, 159 additional wells were drilled that were deeper than 3,050 meters, and the market demanded more products with premium connections to accommodate the requirements. With technological improvements and higher oil prices making the recovery of oil from bitumen reserves increasingly attractive, there is considerable interest in exploiting Canada’s extensive oil sands reserves and Tenaris is well placed to take advantage of the growing SAGD market.

In February, we completed the purchase of the AlgomaTubes mill in Sault Ste. Marie, Ontario, and in July we invested in expanding the capacity of the heat treatment facilities to enhance pipe uniformity and strength. We also signed an agreement with QIT - Fer et Titane, Inc, to supply a limited quantity of round steel billets from its facilities in Sorel-Tracy, Quebec, which will help us to improve logistics during the winter season and increase production.

In Mexico, sales of seamless pipes reached record levels, increasing by 30% over the previous year, reflecting the strong growth in Pemex’s exploration and production spending over the past few years as well as increased activity in the industrial sector. Pemex continues to focus on its goal of increasing oil production to 4 million barrels a day and to increase gas production. Our just-in-time supply agreement with Pemex, which is our largest single customer, serves as a model for the industry.

In Venezuela, conditions following the general strike in 2003, which severely affected drilling activity, have improved significantly and sales of seamless pipes increased 50% in 2004 over the previous year in line with the increase in the average rig count. As one of the world’s largest oil producers with plans to increase output, Venezuela continues to be a key market for us. It will also be an important source of raw materials following the acquisition, together with Sidor, of an industrial facility located near our Tavsa mill in Ciudad Guayana for the production of pre-reduced hot briquetted iron, or HBI. This acquisition provides us a secure source of high-quality, low-cost raw materials for our seamless pipe operations.

Welded

The demand for our welded pipe products in regional markets started the year at very low levels following the suspension of large oil and gas pipeline infrastructure projects in Brazil in the second half of 2003 and the continuation of economic conditions in Argentina which have not encouraged investment in projects to expand the gas pipeline infrastructure in spite of energy shortages in the peak winter. Demand in Brazil picked up in the second half of the year when we completed deliveries for the Rio-Campinas gas pipeline and new project activity started to resume. In export markets, high freight costs eroded our competitive advantage but we completed deliveries to projects in Africa, North America and the Caribbean as well as to Shell’s Na Kika project in the Gulf of Mexico.

Indications for 2005 are for a better year. Demand is expected to increase in Brazil due to the launch of projects to extend the gas pipeline infrastructure. These projects include: Cacimbas-Vitória, Manati Onshore, Catu-Carmopolis Pilar, Coari-Manaus. Additionally, we have won an order from CVRD to supply pipes for a bauxite slurry pipeline. In Argentina, there are plans to expand the existing gas pipeline infrastructure system by building loops in the northern and southern systems following strong growth in energy demand.

Energy

Dalmine Energie, our Italian energy supply business, provides energy and energy services to customers in the Italian industrial, commercial and public sectors. The company offers tailormade packages that combine electricity, natural gas and energy services and other related products, such as energy hedging and risk management, on-site maintenance services and energy optimization advisory.

Started in 2000 shortly after the partial deregulation of the Italian energy business, Dalmine Energie has steadily increased sales and now has more than 1,000 customers purchasing 3 TWh of electricity and 650 million cubic meters of natural gas on a yearly basis.

As a leading energy supplier to the Italian industrial and commercial markets, Dalmine Energie has established successful partnerships with multinational companies like Coca Cola, Mc Donald’s, Bayer, Finmeccanica and Brembo, as well as many trade associations representing the bulk of the Italian energy-intensive industrial base. The basis for all these relationships is a commitment to be the single point of reference for all the energy needs of its customers.

Following the initial development of the core electricity and natural gas supply activities, much of the recent expansion has been focused on growing a portfolio of services that meets the needs of our customers. Examples of this strategy are the development of the energy appliances and networks maintenance service and the operation and maintenance of on-site power and cogeneration plants.

 


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Dalmine Energie has been preparing itself for the launch on January 1, 2005 of the European Union Greenhouse Gas Emission Trading Scheme (EU ETS), the carbon dioxide emissions trading plan designed to help the EU meet its Kyoto commitments on climate change. In addition to meeting our own compliance standards, we are also advising clients on how to successfully adapt to the post-Kyoto world of emission trading and CO2 targets compliance.

Communities and environment review

Tenaris’s history is deeply entwined with that of the communities where it has its roots. As a longterm industrial project, the essential framework governing its relations with its communities was established many years ago. It departs from the deeply-held conviction of our founding family that the continuing strength of the Company depends on an active participation that links its own development to that of its suppliers, customers, employees, and the communities in which it resides.

This framework encompasses continuous commitments to promoting health and safety among employees, to minimizing the impact of operations on the environment, to maintaining transparent relations with suppliers, customers, employees and local communities, and to working with local authorities and non-governmental organizations to promote education and foster self-reliance.

This year we celebrated the 50th year of our operations in Campana and the occasion marked an excellent opportunity to showcase this industrial-based business philosophy to our community and the wider population in Argentina.

As a global company with a strong local focus, we employ a workforce of tremendous diversity. This requires strong integration of global and local functions, a high capacity to adapt to local conditions and a clear commitment of the Company’s values. Respect for cultural, gender and language differences is a guiding principle for relations among employees at all levels of the Company. This rich cultural diversity is represented in the varied nationalities of our 16,500 employees. The Company extends the benefits of its multicultural diversity to local communities through cultural programs, including art exhibits, seminars and other initiatives.

Tenaris is committed to improving the quality of life for those who live in the areas surrounding our plants. Working with local institutions, both public and private, to identify priorities and articulate actions, we help to build and equip schools, finance scholarships that reward academic excellence, sponsor cultural, sports and leisure events, improve local sanitation systems and promote employment.

In Veracruz, we focused efforts on a campaign to prevent cervical-uterine cancer and breast cancer, the leading causes of death in Mexico’s female population. The state of Veracruz has the fourth highest mortality rate for these diseases, and the numbers are growing. Tamsa A.C. launched a one-of-a-kind program in the industrial sector that goes beyond the obligatory national health services that are available to factory workers called “Health to the Beat of La Bamba” to evoke the melody and dance characteristics of Veracruz. In addition to diagnosis and the timely implementation of preventive measures, the program has helped to generate a new self-awareness in the women who have participated.

In Campana, we enhanced our traditional investment in education, which directly benefits almost two thousand young people annually through grants, internships and courses on computer technology and English, upgrading school facilities and teacher training, by starting a program called Sembrar, whose purpose is to facilitate the transition from school to work for recent graduates. Over the past year, fifty young people demonstrated responsibility and commitment to their studies and took first steps to overcoming poverty and hardship. After completing a fourmonth complementary training course offered in the plant’s training halls, students can elect to take a scholarship program for university or professional-level diplomas, or to continue their technical training at the plant in electro-mechanics, mechanics or industrial process management.We also invested in the San José Municipal Hospital, where we sponsored the startup of a data system especially designed for hospital management and various other initiatives.

In Italy, the Fondazione Dalmine underwrote and organized the planning and creation of an exhibit entitled “Dalmine; from the company to the City.” Held in the Teatro Sociale di Bergamo, the exhibit was visited by more than 21,000 people in a little over a month. The historic archives and library remain open to the public and can be viewed on the Foundation’s website, which receives an average of 1,000 hits a month. Together with the Comune di Bergamo, we are a founding partner of the Associazione per la Galleria d’Arte Moderna e Contemporanea di Bergamo (GAMeC), which supports innovation in national and international arts research, a basic element for the community’s social, economic and cultural development. In 2004, the Association sponsored five major exhibitions of works by 20th century artists, which received a combined total of 40,000 visitors. We also co-sponsored the Pedala Dalmine bicycling event with the Comune di Dalmine which attracted more than 2,000 cyclists. Proceeds from the event were donated to the association Polisportiva Handicappati Bergamasca that supports programs for physically challenged individuals.

 


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Health, safety and environment

Following the introduction of our common Health, Safety and Environment (HSE) Policy in 2003, we started to develop the actions required for the implementation of an integrated HSE management system. The management system is based on the principles of sustainable development and follows the guidelines of international norms such as ISO 14000 and OHSA 18000, applying eco-efficiency and integral safety concepts in the whole system, from the product design and industrial investment up to the operational and logistic planning and execution. A system manual and level two General Procedures –suitable for application in our different facility locations each one with different context and legislation– have been put in place and a general chronogram for implementing the project has been established.

As part of our safety program, we work constantly to improve its safety performance concentrating on two levels. On one, we upgrade the physical conditions of the workplace by continuously investing in new technologies, infrastructure and maintenance. On another, we work on attitudes and behavior relative to safety. We do this through innovative programs that reward safe behavior and by holding weekly meetings with managers, safety staff and workers at each of our plants to discuss accidents and share ideas for improving safety. For the fourth consecutive year, safety indicators have improved and our lost-time accident incident rate declined by 22% over the level of 2003.

For the continuous improvement of our environmental performance, we constantly review our operations and those of our sub-contractors to maximize the efficiency in the use of energy and material resources, the recycling –both at our own facilities and by third parties– of by-products, and the minimization in the generation of waste, emissions and effluents.

We also participate in programs, collaborating with local institutions in the communities where we operate, in order to contribute to the development of conditions that enhance social inclusiveness. Tenaris is involved in activities related to global environmental issues, like climate change or persistent organic pollutants abatement –among others– mainly through active participation in local and international organizations, such as the International Iron & Steel Institute Environmental Committee, the “Consejo Empresario Argentino para el Desarrollo Sostenible” (local branch of the World Business Council for Sustainable Development) and others.

 


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Snøhvit – Meeting the environmental challenge of the Arctic

Snøhvit is the first offshore development in the Barents Sea and the world’s northernmost liquefied natural gas project. New technology has allowed Statoil to develop this rich reserve of natural gas located 140 km off the coast of Hammerfest in traditional fishing grounds within the Arctic circle.

Tenaris is helping Statoil to satisfy the stringent environmental requirements set by the Norwegian authorities and to overcome the complex technical and operational challenges of the Snøhvit project by providing a combination of tubular technologies –TenarisBlue® Dopeless™ premium connections with carbon casing and 13 Cr and 25 Cr tubing. Snøhvit will be the first field worldwide where all casing and tubing is dope-free and for the first time dope-free connections were qualified for use on 25 Cr duplex steel. Statoil has highlighted that, in addition to its clear environmental benefits, the use of the TenarisBlue® Dopeless™ technology at Snøhvit should result in safer and more efficient operations. By eliminating the need for thread compounds, the technology simplifies rig operation preparation and reduces the number of handling operations offshore. Tenaris continues to work with Statoil to identify ways in which tubular technology can help meet the challenges of operating in one of the world’s most fragile environments.

Deepwater – Technology for the offshore frontier

The constant search for new oil and gas reserves has led to an increasing focus on deepwater activity –developments which occur at a minimum of 1,500 feet– particularly in areas such as the Gulf of Mexico, offshore Brazil and offshore West Africa. The exploitation of these reserves has been facilitated by the development of new technology.

Tenaris is at the forefront of developing pipes with the metallurgical and other properties required for the risers and flowlines used in the most demanding of deepwater and ultra-deepwater projects. For steel catenary and top tension risers, Tenaris applies sophisticated heat treatment processes, highly calibrated chemical compositions and precision welding techniques to achieve the optimum balance between fatigue-resistance, flexibility and weight. As a result of this technological expertise and a readiness to develop new solutions, Tenaris has been the tubular supplier of choice for ground-breaking deepwater projects such as Thunder Horse, Nakika, Bonga and Erha. With our extensive welding database and dedicated research facilities and our integrated manufacturing operation including advanced double jointing facilities, we will continue to develop the tubular technologies that help meet the challenges of operating in the most complex deepwater environments.

Alberta oil sands – Managing the tubular supply chain

Alberta’s oil sands contain the world’s second largest known oil reserve. An estimated 1.7 to 2.5 trillion barrels of oil resources, of which 177 billion are considered recoverable, are trapped in a complex mixture of sand, water and clay. The development of steam assisted gravity drainage (SAGD) technology is facilitating the development of this extensive reserve by enabling oil sands to be extracted in-situ.

Tenaris is helping Suncor to successfully develop its Firebag oil sands projects by providing various tubular associated supply chain management services in addition to supplying high quality pipes and premium connections manufactured at Canada’s only seamless pipe mill. By integrating the supply of tubular products with the special service of pipe slotting and seaming required for SAGD operations, transportation and material handling coordination on a just-in-time delivery basis and pipe running, Tenaris has managed to achieve significant cost savings for Suncor’s operations. As SAGD operations are repetitive, the onus is on suppliers like Tenaris to add value through reducing costs in the supply chain as well as through better products. With our global R&D network and our AlgomaTubes pipe manufacturing facilities in Sault Ste. Marie, we continue to work to develop specialized products for thermal in-situ operations and to optimize the tubular supply chain for our customers in their SAGD operations.

Campana – 50 years of industrial development

September 16, 2004 marked the 50th anniversary of the startup of operations at the Siderca seamless pipe mill in Campana, Argentina. The story of these 50 years reflects a continuous process of industrial development that embraces the employees, suppliers and community which sustain it.

Originally established to supply the domestic market, the Siderca mill is now one of the world’s most efficient and technologically advanced seamless pipe mills. Along the way, ever more qualified employment has been created, the quality of life in the community has gradually but steadily improved, the technology and skills required to make the most of individual talent and common progress have been incorporated and a network of small and medium enterprises have been

 


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integrated into the supply chain. Today in Campana, engineers are developing innovative products, which are changing operating practices all over the world. More than 75% of employees own their own homes and 90% of their children complete secondary education. More than 1,500 suppliers have the opportunity to expand their businesses and acquire the technology and know-how to allow them to compete in international markets. Tenaris continues to share the values that have sustained this industrial development and to invest in its operations worldwide to secure long-term growth and sustainable development.

Corporate governance

Tenaris has one class of shares, with each share having equal rights including the entitlement to one vote at our shareholders’ meetings. Our articles of association provide that the annual ordinary shareholders’ meeting, which approves the annual financial statements and appoints the board of directors, shall occur each year on the fourth Wednesday during the month of May.

Board of directors

Management of the Company is vested in a board of directors. Our articles of association provide for a board of directors consisting of at least three and at most fifteen directors. The board of directors is required to meet as often as required by the interests of Tenaris and at least four times per year. A majority of the members of the board constitutes a quorum, and resolutions may be adopted by the vote of a majority of the directors present. In the case of a tie, the chairman is entitled to cast the deciding vote. Directors are elected at the annual ordinary shareholders’ meeting to serve one-year renewable terms, as decided by the shareholders. The board of directors met seven times for the 2004 fiscal period. The annual shareholders’ meeting held on May 26, 2004 approved the appointment of nine directors, two of whom are independent directors.

Audit committee

Tenaris audit committee in 2004 was composed of three members, two of whom were independent directors. The independent members of the audit committee are not eligible to participate in any incentive compensation plan for employees of the Company or any of its subsidiaries. The audit committee has the duty to: (I) assist the board of directors in fulfilling its oversight responsibilities relating to the integrity of the financial statements of the Company, the Company’s system of internal controls and the independence and performance of the Company’s independent auditors; (II) review material transactions between the Company and its subsidiaries with related parties to determine whether their terms are consistent with market conditions or are otherwise fair to the Company and its subsidiaries and (III) perform the other duties entrusted to it by the board of directors, particularly as regards relations with the independent auditor. The audit committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it shall have direct access to the independent auditors as well as anyone in the Company and, subject to applicable laws, its subsidiaries. The audit committee has to report to the board of directors on its activities and the adequacy of the internal control system at least every six months, at the time the annual and semi-annual accounts are approved. For the 2004 fiscal year, the audit committee met four times and on each occasion presented its report to the board of directors.

Auditors

The annual accounts are audited by independent auditors, appointed by the annual ordinary shareholders’ meeting. The ordinary shareholders’ meeting shall determine their number and the term of their office, which shall not exceed one year. They may be reappointed and dismissed at any time. Price Waterhouse & Co. S.R.L. served as our auditors during the 2004 fiscal year and are proposed for reappointment. As part of their duties, they report directly to the audit committee.

Compensation

The compensation of the directors is determined at the annual ordinary shareholders’ meeting. The aggregate compensation of the directors and executive officers earned during 2004 amounted to USD 9.8 million.

Corporate governance standards

Our corporate governance practices are governed by Luxembourg law (particularly the law of August 10th 1915 on commercial companies) and our Articles of Association. As a Luxembourg company listed on the New York Stock Exchange (the “NYSE”), the Bolsa Mexicana de Valores, S.A. de C.V. (the “Mexican Stock Exchange”), the Bolsa de Comercio de Buenos Aires (the “Buenos Aires Stock Exchange”) and the Borsa Italiana S.p.A. (the “Italian Stock Exchange”), we are not required to comply with all of the corporate governance listing standards of these exchanges. We, however, believe that our corporate governance practices meet or exceed, in all material respects, the corporate governance standards that are generally required for controlled companies by all of the exchanges on which our securities trade.

The following is a summary of the significant ways that our corporate governance practices differ from the corporate governance standards required for controlled companies by the exchanges on which its shares trade. Our corporate governance practices may differ in non-material ways from the standards required by these exchanges that are not detailed here.

 


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Non-management directors’ meetings

Under NYSE standards, non-management directors must meet at regularly scheduled executive sessions without management present and, if such group includes directors who are not independent, a meeting should be scheduled once per year including only independent directors. Neither Luxembourg law nor our Articles of Association require the holding of such meetings and we do not have a set policy for these meetings. Our Articles of Association provide, however, that the board shall meet as often as required by the interests of the Company and at least four times a year.

In addition, NYSE-listed companies are required to provide a method for interested parties to communicate directly with the non-management directors as a group. While we do not have such a method, we have set up a compliance line for investors and other interested parties to communicate their concerns directly to our independent directors.

Audit committee

Under NYSE standards, listed US companies are required to have an audit committee composed of independent directors that satisfies the requirements of Rule 10A-3 promulgated under the Securities and Exchange Act of 1934. Foreign private issuers, such as Tenaris, must comply with this requirement by July 31, 2005. Our Articles of Association currently require us to have an audit committee composed of three members, two of which must be independent (as defined in the Articles of Association) and our audit committee complies with such requirements. We intend to have an audit committee entirely composed of independent directors (as defined by the SEC’s rules) on or before the July 31, 2005 deadline.

Under NYSE standards, all audit committee members of listed US companies are required to be financially literate or must acquire such financial knowledge within a reasonable period and at least one of its members shall have experience in accounting or financial administration. In addition, if a member of the audit committee is simultaneously a member of the audit committee of more than three public companies, and the listed company does not limit the number of audit committees on which its members may serve, then in each case the board must determine whether the simultaneous service would prevent such member from effectively serving on the listed company’s audit committee and shall publicly disclose its decision. No comparable provisions on audit committee membership exist under Luxembourg law or our Articles of Association.

Standards for evaluating director independence

Under the NYSE standards, the board is required, on a case by case basis, to express an opinion with regard to the independence or lack of independence of each individual director. Neither Luxembourg law nor our Articles of Association requires the board to express such an opinion. In addition, the definition of “independent” under the rules of the exchanges on which our securities are listed differ in some non-material respects from the definition contained in our Articles of Association.

Audit committee responsibilities

Pursuant to our Articles of Association, the audit committee shall assist the board of directors in fulfilling its oversight responsibilities relating to the integrity of the Company’s financial statements, the Company’s system of internal controls and the independence and performance of the Company’s internal and independent auditors. The audit committee is required to review material transactions (as defined by the Articles of Association) between us or our subsidiaries with related parties and also perform the other duties entrusted to it by the board.

The NYSE requires certain matters to be set forth in the audit committee charter of US listed companies. Our audit committee charter provides for many of the responsibilities that are expected from such bodies under the NYSE standard; however, due to our equity structure and holding company nature, the charter does not contain all such responsibilities, including provisions related to setting hiring policies for employees or former employees of independent auditors, discussion of risk assessment and risk management policies, and an annual performance evaluation of the audit committee.

The Mexican Stock Exchange requires the audit committee of listed companies to review and provide advice to the board of directors on certain matters, including transactions that involve the purchase or sale of 10% or more of the listed company’s assets, the grant of guarantees involving liability for more than 30% of the value of the listed company’s assets, and any transaction with a value of more than 1% of the listed company’s assets. Our audit committee does not serve in this capacity.

Shareholder voting on equity compensation plans

Under NYSE standards, shareholders must be given the opportunity to vote on equity-compensation plans and material revisions thereto, except for employment inducement awards, certain grants, plans and amendments in the context of mergers and acquisitions, and certain specific types of plans. We do not currently offer equitybased compensation to our directors, executive officers or employees, and therefore do not have a policy on this matter.

 


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Disclosure of corporate governance guidelines

NYSE-listed companies must adopt and disclose corporate governance guidelines. Neither Luxembourg law nor our Articles of Association require the adoption or disclosure of corporate governance guidelines. Our board of directors follows corporate governance guidelines consistent with our equity structure and holding company nature, but we have not codified them and therefore do not disclose them on our website.

Code of business conduct and ethics

Under NYSE standards, listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Neither Luxembourg law nor our Articles of Association require the adoption or disclosure of such a code of conduct. We, however, have adopted a code of conduct that applies to all directors, officers and employees that is posted on our website and which complies with the NYSE’s requirements, except that it does not require the disclosure of waivers of the code for directors and officers.

Chief executive officer certification

A chief executive officer of a US company listed on the NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate governance standards. In accordance with NYSE rules applicable to foreign private issuers, our chief executive officer is not required to provide the NYSE with this annual compliance certification. However, in accordance with NYSE rules applicable to all listed companies, our chief executive officer must promptly notify the NYSE in writing after any of our executive officers becomes aware of any material noncompliance with any applicable provision of the NYSE’s corporate governance standards. In addition, after July 31, 2005 we must submit an executed written affirmation annually and an interim written affirmation each time a change occurs to the board or the audit committee.

 


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Board of directors
   
 
   
Chairman and Chief Executive Officer
  Paolo Rocca
Vice-President Finance
  Guillermo Vogel
  Lucio Bastianini (+)
  Roberto Bonatti
  Carlos Franck
  Bruno Marchettini
  Gianfelice Mario Rocca
  Jaime Serra Puche (*)
  Amadeo Vázquez y Vázquez (*)
 
   
Secretary
  Cecilia Bilesio
(+) Mr. Bastianini passed away on March 1,, 2005
(*) Independent Members of the Audit Committee
 
   
Executive officers
   
 
   
Chief Executive Officer
  Industrial Coordination Director
Paolo Rocca
  Sergio Tosato
 
   
Chief Operating Officer
  Planning Director
Alberto Valsecchi
  Alberto Iperti
 
   
Chief Financial Officer
  European Area Manager
Carlos Condorelli
  Vincenzo Crapanzano
 
   
Commercial Director
  Southern Cone Area Manager
Germán Curá
  Guillermo Noriega
 
   
Supply Chain Director
  Mexican Area Manager
Alejandro Lammertyn
  Sergio de la Maza
 
   
Human Resources Director
  Managing Director, Japanese Operations
Marco Radnic
  Marcelo Ramos
 
   
Technology Director
  Managing Director, Welded Pipe Operations
Carlos San Martín
  Ricardo Soler
 
   
Information Technology Director
  Procurement Director
Giancarlo Miglio
  Renato Catallini

 


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CONSOLIDATED
FINANCIAL STATEMENTS

As of December 31, 2004 and 2003
and for the years ended December 31, 2004, 2003 and 2002

 


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Operating and financial review

This review of Tenaris’s results of operations and financial condition is based on, and should be read in conjunction with, the audited consolidated financial statements of Tenaris and the related notes included elsewhere in this annual report. It compares Tenaris’s results on a consolidated basis for the fiscal year ended December 31, 2004 with its results for the fiscal year ended December 31, 2003. Tenaris prepares its consolidated financial statements in conformity with International Financial Reporting Standards (IFRS), which differ in certain significant respects from US GAAP and other national accounting standards.

Results of operations

The following table sets forth, for the periods indicated, selected financial data from our consolidated income statement and expresses our operating and other costs and expenses as a percentage of net sales.

SELECTED FINANCIAL DATA

                                                 
(All amounts in USD thousands)                                    
Year ended December 31   2004     %     2003     %     2002     %  
Net sales
    4,136,063       100.0 %     3,179,652       100.0 %     3,219,384       100.0 %
Cost of sales
    -2,776,936       -67.1 %     -2,207,827       -69.4 %     -2,169,228       -67.4 %
               
Gross profit
    1,359,127       32.9 %     971,825       30.6 %     1,050,156       32.6 %
Selling, general and administrative expenses
    -672,449       -16.3 %     -566,835       -17.8 %     -567,515       -17.6 %
Other operating income and expenses
    126,840       3.1 %     -116,800       -3.7 %     -10,764       -0.3 %
               
Operating income
    813,518       19.7 %     288,190       9.1 %     471,877       14.7 %
Financial income (expenses), net
    5,802       0.1 %     -29,420       -0.9 %     -20,597       -0.6 %
               
Income before equity in earnings (losses) of associated companies, income tax and minority interest
    819,320       19.8 %     258,770       8.1 %     451,280       14.0 %
Equity in earnings (losses) of associated companies
    206,037       5.0 %     27,585       0.9 %     -6,802       -0.2 %
               
Income before income tax and minority interest
    1,025,357       24.8 %     286,355       9.0 %     444,478       13.8 %
Income tax
    -220,376       -5.3 %     -63,918       -2.0 %     -207,771       -6.5 %
               
Net income before minority interest
    804,981       19.5 %     222,437       7.0 %     236,707       7.4 %
Minority interest
    -20,278       -0.5 %     -12,129       -0.4 %     -142,403       -4.4 %
               
Net income
    784,703       19.0 %     210,308       6.6 %     94,304       2.9 %

Numbers in tables may not add due to rounding.

Sales volumes

The following table shows our sales volumes of seamless and welded pipe products.

(metric tons)

                     
Sales volume   2004     2003     Increase/(Decrease)
North America
    757,000       608,000     25%
Europe
    679,000       617,000     10%
Middle East & Africa
    421,000       365,000     15%
Far East & Oceania
    412,000       366,000     13%
South America
    377,000       322,000     17%
Total seamless pipes
    2,646,000       2,278,000     16%
Welded pipes
    316,000       355,000     (11%)
Total steel pipes
    2,963,000       2,633,000     13%

Seamless pipes
Seamless pipes sales volume increased by 16% to 2,646,000 tons in 2004 from 2,278,000 tons in 2003. Sales volume in 2004 includes 71,000 tons produced at Silcotub, the Romanian seamless pipe mill that we acquired in July 2004, most of which were sold in Europe. Demand for our seamless pipe products increased in all regions led by higher demand from oil and gas customers and is expected to remain strong in 2005.

In North America, demand for our seamless steel pipe products increased due to higher exploration and production expenditure by Pemex, higher sales in Canada (related to an increased use of seamless pipes in oil and gas drilling activity resulting from the greater average depth of wells drilled), and higher sales to the NAFTA industrial and automotive market.

 


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In Europe, the increase in sales was primarily due to the incorporation of sales of Silcotub’s products in the second half of the year, but also as a result of increased sales to oil and gas customers in the North Sea and Scandinavia, and in certain industrial segments such as automotive, hydraulic cylinders and construction machinery. Overall demand was affected, however, by slow growth in industrial activity and competition from low-cost producers in Eastern Europe.

In the Middle East and Africa, demand increased due to the development of gas projects in Egypt and higher oil and gas production activity in the Middle East. Activity is expected to continue to increase in this region as Saudi Arabia increases its production capacity and deepwater projects in West Africa begin production.

In the Far East and Oceania, demand increased due to stronger activity from the industrial sector in Japan and Korea and increased oil and gas drilling activity in Indonesia. Sales in China, our largest market in this region, remained stable.

In South America, demand increased due to higher sales in Venezuela, following the general strike which affected demand in 2003, and higher drilling and industrial activity in Argentina.

Welded pipes

Sales volume of welded pipes decreased by 11% to 316,000 tons in 2004 from 355,000 tons in 2003. This decrease reflects substantially lower sales in the local Brazilian market following continuing delays in implementing pipeline projects in the Brazilian market, which persisted throughout the first half, partially offset by higher sales to projects in the non-regional markets of Africa and North America. In the second half of 2003, incoming orders from pipeline construction projects in Brazil were effectively halted following delays in granting a requisite environmental permit for a gas pipeline and deliveries to the affected project were not resumed until the second half of 2004. Since then, orders for other pipeline projects in Brazil have also resumed.

Energy

Sales of electric energy in Italy remained stable at 3 TWh in 2004 as in 2003 and sales of natural gas increased by 30% to 652 million scm in 2004 from 503 million scm in 2003. The increase in sales of natural gas reflects the continuing expansion of the customer base and these sales are expected to continue to increase in 2005.

Net sales

The following table shows our net sales by business segment for the periods indicated:
 
(US$ million)
                     
Net sales   2004     2003     Increase/(Decrease)
Seamless pipes
    3,273.3       2,388.2     37%
Welded pipes
    348.1       350.7     (1%)
Energy
    417.9       333.2     25%
Others
    96.8       107.5     (10%)
Total
    4,136.1       3,179.7     30%

The following table indicates the distribution of our net sales by business segment for the periods indicated.
 
Percentage of net sales

                 
Net sales   2004     2003  
Seamless pipes
    79 %     75 %
Welded pipes
    8 %     11 %
Energy
    10 %     10 %
Others
    2 %     3 %
Total
    100 %     100 %

Net sales in 2004 were 30% higher than in 2003, which primarily reflects strong growth in our seamless pipes business, and, to a lesser extent, continuing growth and the effect of currency appreciation on net sales at our energy business. Net sales in 2005 are expected to show a significant increase for a second consecutive year.

Net sales of seamless pipes rose by 37%, reflecting strong market demand for our products and the incorporation of
Silcotub in the second half of the year. Average selling prices for seamless pipes increased by 18% in 2004 compared to 2003, as strong market demand facilitated price increases, which were sufficient to compensate substantially higher raw material costs.

Net sales of welded pipes, which included USD 68 million in sales of metal structures made by our Brazilian welded pipe subsidiary in 2004 and USD 63 million of such sales in 2003, declined 1% as higher selling prices reflecting higher steel costs did not offset the reduction in sales volume.

 


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Net sales of electricity and natural gas to third parties by Dalmine Energie increased by 25% reflecting the continued expansion of the business and the higher value of the Euro against the US dollar. Net sales of other goods and services, which in 2003 included USD 49 million of sales of products whose sales have been discontinued, decreased 10%. Excluding such discontinued sales, net sales of other goods and services increased by 65% due primarily to the addition of sales to third parties of pre-reduced iron produced at our recently acquired Venezuelan HBI plant and increased sales of sucker rods used in oil extraction.

Cost of sales

The following table shows our cost of sales, expressed as a percentage of net sales, by business segment for the periods indicated:
                 
Cost of sales   2004     2003  
Seamless pipes
    63 %     64 %
Welded pipes
    72 %     78 %
Energy
    95 %     95 %
Others
    56 %     79 %
Total
    67 %     69 %

The decrease in cost of sales, expressed as a percentage of net sales, resulted primarily from an improvement in the gross margin recorded on the sales of seamless pipes and higher sales of seamless pipes as a proportion of total sales.

Cost of sales for seamless pipe products, expressed as a percentage of net sales, declined from 64% to 63% as higher prices and volume-related efficiencies offset substantial increases in raw material costs.

Cost of sales for welded pipe products, expressed as a percentage of net sales, decreased to 72% from 78% due to a higher gross margin on the sale of welded pipes, the effect of which was partially compensated by higher logistics costs recorded in selling, general and administrative expenses, and the non-recurrence in 2004 of operating losses on the sales of metal structures included in this segment in 2003.

Cost of sales for energy products, expressed as a percentage of net sales, remained stable.

Cost of sales for other products, expressed as a percentage of net sales, decreased primarily due to the discontinuation of sales of low-margin, non-pipe steel products produced by third parties.

Selling, general and administrative expenses

Selling, general and administrative expenses, or SG&A, declined, as a percentage of net sales, to 16.3% in 2004, compared to 17.8% of net sales during 2003, but rose in absolute terms to USD 672.4 million from USD 566.8 million. SG&A rose in absolute terms due to higher commission, freights and other selling expenses and higher labor costs included in SG&A. Commission, freights and other selling expenses rose due to higher seamless pipe sales volumes, a higher proportion of exports in welded pipe sales volumes, and higher freight costs.

Other operating income and expenses

We recorded a gain of USD 126.8 million in 2004, compared to a loss of USD 116.8 million in 2003. The result in 2004 included a gain of USD 123.0 million recorded following the conclusion of an arbitration award, pursuant to which Fintecna, an Italian state-owned company, is required to compensate us for losses incurred in respect of litigation settled in 2003 with a consortium led by BHP Billiton Petroleum Ltd. In 2003, we recorded a loss of USD 114.2 million in respect of the litigation settlement. The pipes that gave rise to the litigation were manufactured and supplied by Dalmine S.p.A., an Italian subsidiary of Tenaris, prior to its becoming our subsidiary and Fintecna is the successor to the entity that sold Dalmine to Tenaris.

Net financial income and expenses

Net financial income totaled USD 5.8 million in 2004, compared to net financial expenses of USD 29.4 million in 2003. Net interest expenses increased to USD 32.7 million compared to USD 16.7 million in 2003, reflecting a higher net debt position and rising interest rates. However, Tenaris recorded a gain of USD 33.1 million on the fair value of its derivatives and net foreign exchange translations in 2004, compared to a loss of USD 16.2 million in 2003. This gain was due primarily to the impact of the devaluation of the US dollar against the other currencies to which we have a net foreign exchange exposure and currency hedging.

Equity in earnings of associated companies

Our share in the results of associated companies generated a gain of USD 206.0 million in 2004, compared to a gain of USD 27.6 million in 2003. This gain results predominately from our investment, held through Ylopa Serviços de

 


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Consultadoria Lda. (“Ylopa”) and Consorcio Siderurgia Amazonia Ltd. (“Amazonia”), in Sidor, whose results have benefited from strong global demand and prices for steel products. The gain on this investment included (I) an ordinary gain of USD 73.0 million, (II) a non-recurring gain of USD 51.9 million, following the reversal of an impairment provision recorded on our investment in Amazonia in 2003, and (III) a non-recurring gain of USD83.1 million recorded in respect of Ylopa’s conversion of its convertible loan with Amazonia into equity, increasing our participation in Amazonia to 21.2% from 14.5% and our indirect participation in Sidor to 12.6% from 8.7%, and which reflects the difference between the value of the shares subsequently acquired pursuant to the conversion and the value of the loan that was converted.

Income tax

We recorded an income tax provision of USD 220.4 million during 2004, compared to USD 63.9 million in 2003. Excluding the effect of non-recurring factors, such as an adjustment on net deferred tax assets and liabilities following the reduction in the corporate income tax rate in Mexico that came into force this year, income tax provisions represented approximately 36% of income before income tax, equity in earnings of associated companies and minority interest. This compares with an equivalent rate of 40% in the previous year.

Minority interest

Minority interest showed a loss of USD 20.3 million in 2004 compared to a loss of USD 12.1 million in 2003. The subsidiaries of Tenaris in which there are significant minority interests include:

•   Confab Industrial S.A. (Confab), a Brazilian welded pipe manufacturer in which minority interests hold 61% of the total shares,

•   NKKTubes, a Japanese seamless pipe manufacturer in which minority interests hold 49% of the shares,

•   Tubos de Acero de Venezuela S.A., a Venezuelan seamless pipe manufacturer in which minority interests hold 30% of the shares, and

•   Matesi, a Venezuelan producer of pre-reduced hot briquetted iron, in which minority interests hold 49.8% of the shares.

The increased loss for minority interest in 2004 is due primarily to better results at Confab, whose results in 2003 were affected by a sharp decline in sales in the second half and losses on its sales of metallic structures, and NKKTubes, whose results reflected improved operating margins on its sales of seamless pipes.

Net income

Tenaris recorded net income of USD 784.7 million in 2004 compared to USD 210.3 million in 2003. Net income in 2004 included a one-time gain of USD 123.0 million recorded in respect of the Fintecna arbitration award and non-recurring income of USD 135.0 million in respect of our indirect equity investment in Sidor. Net income in 2003 included a loss, net of deferred income taxes, of USD 74.6 million incurred in relation to the litigation settled with the consortium led by BHP Billiton Petroleum Ltd. Excluding these gains and losses, net income in 2004 rose 85% to USD 526.7 million, compared to USD 284.9 million in 2003. In addition to higher operating income, higher equity earnings from our investment in Sidor and net financial income gains on foreign translation adjustments contributed to the improvement in net income.

Liquidity and capital resources

Our financing strategy is to maintain adequate financial resources and access to additional liquidity. During 2004, cash flows from operations and short-term borrowings were the principal sources of funding.

We believe that funds from operations and our access to external borrowing will be sufficient to satisfy our working capital needs and to service our debt in the foreseeable future. We also believe that our liquidity and capital resources give us adequate flexibility to manage our planned capital spending programs and to address shortterm changes in business conditions.

We have a conservative approach to the management of our liquidity, which consists of cash and cash equivalents, which include highly liquid short-term investments and funds allocated to the trust. We manage our liquidity using funds from operations and funds borrowed under commercial lending arrangements. We primarily used these funds to finance our working capital and capital expenditure requirements, to make acquisitions and to distribute dividends to our shareholders.

We hold money market investments and variable-rate or fixed-rate securities from investment grade issuers. In addition to cash and cash equivalents, we hold other current investments totaling USD 119.7 million, which are primarily financial resources placed in trust funds. The trusts were established in 2001 with three-year terms solely to ensure that the financial needs for the normal development of the operations of some Argentine subsidiaries were met. As from January 1, 2005 the financial resources placed in these trusts have been contributed to two wholly-owned subsidiaries (Inversiones Berna S.A. and Inversiones Lucerna S.A.).

 


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We concentrate our cash in major financial centers (mainly New York and London). We hold our cash and cash equivalents primarily in US dollars, and limit our holdings of other currencies to the minimum required to fund our cash operating needs. As of December 31, 2004 US dollar denominated liquid assets represented 51.2% of total liquid financial assets. In addition, 19.8% of total liquid financial assets were held in Euros (“EUR”) to fund payment of a EUR denominated obligation which fell due in January 2005. Liquid financial assets as a whole (excluding current investments) were 5.5% of total assets compared to 5.8% at the end of 2003. For further information on our liquidity, please see note 18 to the consolidated financial statements included elsewhere in this annual report.

Historical cash flows

The following table shows our summary cash flows for the last three years:
                         
Thousands of U.S. dollars   For the year ended December 31,  
    2004     2003     2002  
Net cash provided by operating activities
    98,288       275,636       461,436  
Net cash used in investing activities
    (199,896 )     (252,245 )     (180,606 )
Net cash provided by (used in) financing activities
    165,010       (83,182 )     (184,376 )
 
                 
Increase (decrease) in cash and cash equivalents
    63,402       (59,791 )     96,454  
Effect of exchange rate changes
    343       3,089       (5,732 )
Cash and cash equivalents at the beginning of period
    247,834       304,536       213,814  
 
                 
Cash and cash equivalents at the end of period
    311,579       247,834       304,536  
 
                 

Operating activities

Net cash provided by operations during 2004 was USD 98.3 million compared to USD 275.6 million in 2003. Cash flow from operations was affected by a substantial increase in working capital of USD 621.2 million, reflecting:

•   an increase in inventories of USD 411.0 million, mainly due to substantial increases in raw material costs and an increase in business activity,

•   a net increase in trade receivables less customer advances and trade payables of USD 82.8 million, reflecting higher quarterly net sales,

•   and the payment of the first and second installments of the liability towards the consortium led by BHP Billiton Petroleum Ltd. (USD 116.9 million). A third and final installment on this liability of GBP 30.4 million (approximately USD 62.0 million) is due to be paid in December 2005 but we expect to receive the payment due from Fintecna of EUR 92.6 million (approximately USD 126.1 million) following the arbitration award prior to such payment.

Investing activities

Net cash used in investing activities in 2004 was USD 199.9 million, compared to USD 252.2 million in 2003. The main differences were as follows:

•   in 2004 we received dividends of USD 48.6 million on our indirect investments in Sidor, whereas in 2003 we made an indirect investment in Sidor in the form of a convertible loan of USD 31.1 million,

•   in 2004 USD 20.4 million held in trust funds was released upon the expiry of their term,

•   in 2004 we spent USD 183.3 million in capital expenditure compared to USD 162.6 million in 2003,

•   in 2004 we spent USD 97.6 million in acquisitions, including the acquisitions of controlling interests in a seamless steel pipe mill in Romania and a hot briquetted iron plant in Venezuela, compared to USD 65.3 million in 2003.

Our capital expenditure is expected to increase significantly in 2005 due to a project to build a power generation facility at our mill in Italy, an acceleration of investment in finishing facilities to add capacity in high value products, and investments in Silcotub which was acquired in 2004.

Net cash provided by financing activities was USD 165.0 million in 2004, compared to net cash used in financing activities in 2003 of USD 83.2 million. The variation reflects a higher increase in borrowings (USD 300.1 million in 2004 compared to USD 45.9 million in 2003) which in turn reflects lower net cash from operations and an increase in our cash and cash equivalents of USD 63.4 million.

Principal sources of funding

Funding policies

Our policy is to maintain a high degree of flexibility in operating and investment activities by maintaining adequate liquidity levels and ensuring our access to readily available sources of financing. We base our financing decisions, including the election of type, currency, rate and term of the facility, on prevailing market conditions and the intended use of proceeds.

 


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Financial liabilities

Total financial debt increased by USD 425.7 million to USD 1,259.3 million from USD 833.7 million at December 31, 2003 due to an increase in borrowings, the consolidation of debt and other non-current financial liabilities acquired in investment activities and the effect of currency translation adjustments.

Our financial liabilities consist of bank loans, overdrafts, debentures and financial leases. These facilities are mainly denominated in US dollars and Euros. As of December 31, 2004 US dollar-denominated financial liabilities and Eurodenominated financial liabilities represented 42% and 36%, respectively, of total financial liabilities; in addition, a substantial proportion of our financial liabilities denominated in other currencies are swapped to the US dollar. For further information about our financial liabilities, please see note 19 to our consolidated financial statements.

The following table shows our financial liabilities as of the end of each of the last two years:

                 
    2004     2003  
Bank borrowings
    903,224       572,705  
Bank overdrafts
    4,255       9,804  
Debentures and other loans
    341,701       236,437  
Finance lease liabilities
    10,162       14,705  
 
           
Total borrowings
    1,259,342       833,651  

The nominal average interest rates shown below were calculated using the rates set for each instrument in its corresponding currency and weighted using the dollar-equivalent outstanding principal amount of said instruments.

                 
    2004     2003  
Bank borrowings
    3.89 %     2.94 %
Debentures and other loans
    3.48 %     2.69 %
Finance lease liabilities
    2.99 %     1.94 %

The maturity of our financial liabilities is as follows:

                                                         
    1 year     1 - 2     2 - 3     3 - 4     4 - 5     Over 5        
At December 31, 2004   or less     years     years     years     years     years     Total  
Financial lease
    2,531       1,632       1,300       1,059       794       2,846       10,162  
Other borrowings
    836,060       183,460       116,543       51,660       25,158       36,299       1,249,180  
 
                                         
Total borrowings
    838,591       185,092       117,843       52,719       25,952       39,145       1,259,342  
 
                                         

Tenaris’s current debt to total debt ratio increased to 0.67 as of December 31, 2004 compared to 0.55 as of December
31, 2003. We plan to extend the average maturity of our debt during 2005.

Principal borrowings

Significant borrowings obtained in previous years include a USD 150.0 million three-year syndicated loan obtained by Tamsa in 2003 and maturing in December 2006. The most significant financial covenants under the Tamsa loan agreement are the maintenance of minimum levels of working capital, the commitment not to incur in additional indebtedness above agreed limits or pledges on certain assets and compliance with debt service ratios calculated on Tamsa’s financial statements.

Borrowings include loans for an outstanding principal value of USD 201.2 million secured over certain of the properties of Dalmine and Confab. Only one of these loans has covenants, the most significant of which relate to maintenance of limited total indebtedness and compliance with debt service ratios.

In January 2005, Dalmine repaid USD 65.4 million corresponding to a 7-year Euro-denominated bullet bond recorded under current bank borrowings.

At December 31, 2004 we were in compliance with all of our financial covenants. We believe that current covenants allow us a high degree of operational and financial flexibility and do not impair our ability to obtain additional financing at competitive rates.

 


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(LOGO)

Price Waterhouse & Co. S.R.L.
Firma miembro de PricewaterhouseCoopers
Bouchard 557, piso 7º
C1106ABG — Ciudad de Buenos Aires
Tel.: (54-11) 4850-0000
Fax: (54-11) 4850-1800
www.pwc.com/ar

Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of cash flows and of changes in shareholders’ equity present fairly, in all material respects, the financial position of Tenaris S.A. and its subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with International Financial Reporting Standards. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

International Financial Reporting Standards vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 34 to the consolidated financial statements.

Price Waterhouse & Co. S.R.L.
by

Daniel A. López Lado
(Partner)

Buenos Aires, Argentina
February 23, 2005 except as to

Notes 34 and 35 which is as of March 28, 2005

 


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Consolidated income statement

                             
        Year ended December 31,  
(all amounts in USD thousands, unless otherwise stated)   Notes   2004     2003     2002  
Net sales
  1     4,136,063       3,179,652       3,219,384  
Cost of sales
  2     (2,776,936 )     (2,207,827 )     (2,169,228 )
         
Gross profit
        1,359,127       971,825       1,050,156  
Selling, general and administrative expenses
  3     (672,449 )     (566,835 )     (567,515 )
Other operating income
  5 (i)     152,591       8,859       18,003  
Other operating expenses
  5 (ii)     (25,751 )     (125,659 )     (28,767 )
         
Operating income
        813,518       288,190       471,877  
Financial income (expenses), net
  6     5,802       (29,420 )     (20,597 )
         
Income before equity in earnings (losses) of associated companies, income tax and minority interest
        819,320       258,770       451,280  
Equity in earnings (losses) of associated companies
  7     206,037       27,585       (6,802 )
         
Income before income tax and minority interest
        1,025,357       286,355       444,478  
Income tax
  8     (220,376 )     (63,918 )     (207,771 )
         
Net income before minority interest
        804,981       222,437       236,707  
Minority interest (1)
  27     (20,278 )     (12,129 )     (42,881 )
         
Net income before other minority interest
        784,703       210,308       193,826  
Other minority interest (2)
  27                 (99,522 )
         
Net income
        784,703       210,308       94,304  
         
Weighted average number of ordinary shares in issue (thousands)
  9     1,180,507       1,167,230       732,936  
Basic and diluted earnings per share (USD per share)
  9     0.66       0.18       0.13  
         


1.   Minority interest represents the participation of minority shareholders of those consolidated subsidiaries not included in the exchange transaction completed on December 13, 2002 (including Confab Industrial S.A., NKKTubes K.K. and Tubos de Acero de Venezuela S.A., as well as the participation at December 31, 2002, of minority shareholders of Siderca S.A.I.C., Dalmine S.p.A. and Tubos de Acero de México S.A. that did not exchange their participation).
 
2.   Other minority interest represents the participation of minority shareholders attributable to the exchanged shares, since January 1, 2002 until the date of the 2002 exchange offer. See note 28 (a).
 
    The accompanying notes are an integral part of these consolidated financial statements.

 


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CONSOLIDATED BALANCE SHEET

                                     
        At December 31, 2004     At December 31, 2003  
(all amounts in USD thousands)   Notes                        
ASSETS
                                   
 
                                   
Non-current assets
                                   
Property, plant and equipment, net
  10     2,164,601               1,960,314          
Intangible assets, net
  11     49,211               54,037          
Investments in associated companies
  12     99,451               45,814          
Other investments
  13     24,395               23,155          
Deferred tax assets
  20     161,173               130,812          
Receivables
  14     151,365       2,650,196       59,521       2,273,653  
 
                               
Current assets
                                   
Inventories
  15     1,269,470               831,879          
Receivables and prepayments
  16     374,446               165,134          
Trade receivables
  17     936,931               652,782          
Other investments
  18 (i)     119,666               138,266          
Cash and cash equivalents
  18 (ii)     311,579       3,012,092       247,834       2,035,895  
 
                           
 
                                   
Total assets
                5,662,288               4,309,548  
 
                               
EQUITY AND LIABILITIES
                                   
 
                                   
Shareholders’ Equity
                2,495,924               1,841,280  
Minority interest
  27             165,271               119,984  
Non-current liabilities
                                   
Borrowings
  19     420,751               374,779          
Deferred tax liabilities
  20     371,975               418,333          
Other liabilities
  21 (i)     172,442               191,540          
Provisions
  22 (ii)     31,776               23,333          
Trade payables
        4,303       1,001,247       11,622       1,019,607  
 
                               
Current liabilities
                                   
Borrowings
  19     838,591               458,872          
Current tax liabilities
        222,735               108,071          
Other liabilities
  21(ii)     176,393               207,594          
Provisions
  23(ii)     42,636               39,624          
Customers advances
        127,399               54,721          
Trade payables
        592,092       1,999,846       459,795       1,328,677  
 
                           
Total liabilities
                3,001,093               2,348,284  
 
                               
 
                                   
Total equity and liabilities
                5,662,288               4,309,548  
 
                               

Contingencies, commitments and restrictions on the distribution of profits are disclosed in Note 25.

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

 


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Consolidated statement of changes in shareholders’ equity (all amounts in USD thousands)

                                                                                                 
    Statutory balances according to Luxembourg Law                 Total at December 31,  
                            Other                             Currency                          
    Share     Legal     Share     Distributable     Retained             Adjustments     translation     Retained                    
    Capital     Reserves     Premium     Reserve     Earnings     Total     to IFRS     adjustments     Earnings     2004     2003     2002  
Balance at January 1,
    1,180,288       118,029       609,269       96,555       201,480       2,205,621       (634,759 )     (34,194 )     304,612       1,841,280       1,694,054       875,401  
 
                                                                                               
Currency translation differences
                                              4,174             4,174       309       (34,503 )
Change in ownership in Exchange Companies (Note 28)
                                                                      1,724  
Capital Increase and Exchange Transaction (Note 28)
    249       25       464       82             820                         820       51,611       796,418  
Dividends paid in cash
                      (96,555 )     (38,498 )     (135,053 )                       (135,053 )     (115,002 )     (39,290 )
Net income
                            373,477       373,477       (373,477 )           784,703       784,703       210,308       94,304  
 
                                                                                               
     
Balance at December 31,
    1,180,537       118,054       609,733       82       536,459       2,444,865       (1,008,236 )     (30,020 )     1,089,315       2,495,924       1,841,280       1,694,054  
     

The Distributable Reserve and Retained Earnings calculated according to Luxembourg Law are disclosed in Note 25 (vi)

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

 


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CONSOLIDATED CASH FLOW STATEMENT

                             
        Year ended December 31,  
(all amounts in USD thousands)   Notes   2004     2003     2002  
Cash flows from operating activities
                           
Net income
        784,703       210,308       94,304  
Depreciation and amortization
  10 & 11     208,119       199,799       176,315  
Provision for BHP proceeding
  5 (ii) & 25 (i)           114,182       18,923  
Fintecna arbitration award
  25 (i)     (126,126 )            
Income tax accruals less payments
  31 (ii)     44,659       (138,570 )     174,478  
Equity in (earnings) losses of associated companies
  7     (206,037 )     (27,585 )     6,802  
Interest accruals less payments, net
  31 (iii)     16,973       (3,032 )     4,780  
Net provisions
  22 & 23     11,455       (13 )     (27,473 )
Power plant impairment
  25 (v) (i)     11,705              
Result from disposition of investment in associated companies
  5 (i)           (1,018 )      
Minority interest
  27     20,278       12,129       142,403  
Change in working capital
  31 (i)     (621,187 )     (107,156 )     (100,842 )
Currency translation adjustment and others
        (46,254 )     16,592       (28,254 )
         
 
                           
Net cash provided by operating activities
        98,288       275,636       461,436  
         
Cash flows from investing activities
                           
Capital expenditures
  10 & 11     (183,312 )     (162,624 )     (147,577 )
Acquisitions of subsidiaries and associates, net of cash provided by business acquisitions
        (97,595 )     (65,283 )     (15,107 )
Cost of disposition of property, plant and equipment and intangible assets
  10 & 11     12,054       5,965       14,427  
Proceeds from sales of investments in associated companies
              1,124        
Convertible loan to associated companies
              (31,128 )      
Dividends and distributions received from associated companies
        48,598              
Acquisitions of minority interest
              (299 )      
Changes in trust fund
        20,359             (32,349 )
         
 
                           
Net cash used in investing activities
        (199,896 )     (252,245 )     (180,606 )
         
 
                           
Cash flows from financing activities
                           
Dividends paid in cash
        (135,053 )     (115,002 )     (39,290 )
Dividends paid to minority interest in subsidiaries
  27     (31 )     (14,064 )     (41,484 )
Proceeds from borrowings
        676,862       590,490       425,268  
Repayments of borrowings
        (376,768 )     (544,606 )     (528,870 )
         
 
                           
Net cash provided by (used in) financing activities
        165,010       (83,182 )     (184,376 )
         
Increase / (Decrease) in cash and cash equivalents
        63,402       (59,791 )     96,454  
Movement in cash and cash equivalents
                           
At beginning of the year
        247,834       304,536       213,814  
Effect of exchange rate changes
        343       3,089       (5,732 )
Increase / (Decrease) in cash and cash equivalents
        63,402       (59,791 )     96,454  
         
At December 31,
        311,579       247,834       304,536  
         
 
                           
Non-cash financing activity
                           
Fair value adjustment of minority interest acquired
              (925 )      
Common stock issued in acquisition of minority interest
        820       51,611       796,418  
Conversion of debt to equity in subsidiaries
        13,072              
The accompanying notes are an integral part of these consolidated financial statements.

 


Table of Contents

     
  Index to accounting policies (AP)
   
A
  Business of the Company and basis of presentation
B
  Group accounting
C
  Foreign currency translation
D
  Property, plant and equipment
E
  Impairment
F
  Intangible assets
G
  Other investments
H
  Inventories
I
  Trade receivables
J
  Cash and cash equivalents
K
  Shareholders’ equity
L
  Borrowings
M
  Income taxes — Current and Deferred
N
  Employee — related liabilities
O
  Employees’ statutory profit sharing
P
  Provisions and other liabilities
Q
  Revenue recognition
R
  Cost of sales and expenses
S
  Earnings per share
T
  Derivative financial instruments
U
  Segment information
V
  Summary of significant differences between International Financial Reporting Standards (IFRS) and Generally Accepted Accounting Principles in the United States of America (US GAAP)

 


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Accounting policies

The following is a summary of the main accounting policies followed in the preparation of these consolidated financial statements:

A      Business of the Company and basis of presentation Tenaris S.A. (the “Company” or “Tenaris”), a Luxembourg corporation (societé anonyme holding), was incorporated on December 17, 2001, to hold investments in steel pipe manufacturing and distributing companies, as explained in Note 28. The Company holds, either directly or indirectly, controlling interests in various subsidiaries. A list of these holdings is included in Note 32.

At December 31, 2004, 2003 and 2002, the financial statements of Tenaris and its subsidiaries have been consolidated. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) adopted by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretations Committee (“IFRIC”) of the IASB. The Company has applied IFRS 3 for all business combinations that occurs after March 31, 2004. The consolidated financial statements are presented in thousands of U.S. dollars (“USD”).

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

The preparation of consolidated financial statements requires management to make 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 periods. Actual results may differ from these estimates.

These consolidated financial statements were approved by Tenaris’s Board of Directors on February 23, 2005.

B  Group accounting
(1)  Subsidiary companies
The consolidated financial statements include the financial statements of Tenaris’s subsidiary companies. Subsidiary companies are entities in which Tenaris has an interest of more than 50% of the voting rights or otherwise has the power to exercise control over their operations. Subsidiaries are consolidated from the date on which control is transferred to 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.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, 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, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s 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’s subsidiaries have been eliminated in consolidation. However, the fact that the measurement currency of some subsidiaries is their respective local currency, generates some financial gains (losses) arising from intercompany transactions, that are included in the consolidated income statement under Financial income (expenses), net.

See Note 32 for the list of the consolidated subsidiaries.

(2)  Associated companies
Investments in associated companies are accounted for by the equity method of accounting. 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 (see AP B (1)). Unrealized results on transactions between Tenaris and its associated companies are eliminated to the extent of Tenaris’s interest in the associated companies.

Tenaris’s investment in Consorcio Siderurgia Amazonia Ltd. (“Amazonia”) was accounted for under the equity method, as Tenaris has significant influence. At December 31, 2004, Tenaris holds a 14.5% of Amazonia. As explained in Note 25 (ii), as from February 15, 2005 Tenaris has increased its participation in Amazonia to 21.2%. See Note 12 for a list of principal associated companies.

 


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C  Foreign Currency Translation
(1)  Translation of financial statements in currencies other than the measurement currency
IASB’s Standing Interpretation Committee’s interpretation number 19 (“SIC-19”) states that the measurement currency should provide information about the enterprise that is useful and reflects the economic substance of the underlying events and circumstances relevant to the enterprise.

The measurement currency of Tenaris is the U.S. dollar. Although the Company is located in Luxembourg, Tenaris operates in several countries with different currencies. The U.S. dollar is the currency that best reflects the economic substance of the underlying events and circumstances relevant to Tenaris as a whole. Generally, the measurement currency of the Tenaris’s subsidiaries is the respective local currency. In the case of Siderca S.A.I.C. (“Siderca”), Tenaris’s subsidiary in Argentina, as well as Siderca’s Argentine subsidiaries, the measurement currency is the U.S. dollar, because:

•   Siderca and its subsidiaries are located in Argentina and its local currency has been affected by recurring severe economic crises;
•   Sales are mainly denominated and settled in U.S. dollars or, if in a currency other than the U.S. dollar, the price is sensitive to movements in the exchange rate with the U.S. dollar;
•   Prices of critical raw materials are settled in U.S. dollars; and
•   Most of the net financial assets and liabilities are mainly obtained and retained in U.S. dollars.

In addition, Tenaris Global Services S.A. (“TGS”), TGS’s commercial network subsidiaries, and the intermediate holding subsidiaries of Tenaris use the U.S. dollar as their measurement currency, which reflects these entities’ cash flow and transactions being primarily determined in U.S. dollars.

Income statements of subsidiaries stated in currencies other than the U.S. dollar are translated into U.S. dollars at the average exchange rates for each quarter of the year, while balance sheets are translated at the exchange rates at December 31. Translation differences are recognized in shareholders’ equity as currency translation adjustments. In the case of a sale or other disposition of any such subsidiary, any accumulated translation difference would be recognized in the income statement as part of the gain or loss of the sale.

(2)  Transactions in currencies other than the measurement currency
Transactions in currencies other than the measurement 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 and from the translation of monetary assets and liabilities denominated in currencies other than the measurement currency are recognized in the income statement, including the foreign exchange gains and losses from intercompany transactions.

D  Property, plant and equipment
Property, plant and equipment are recognized at historical acquisition or construction cost. Land and buildings comprise mainly factories and offices and are shown at historical cost less depreciation. In the case of business acquisitions proper consideration to the fair value of the assets acquired has been given.

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.

Ordinary maintenance expenses on manufacturing properties are recorded as cost of products sold in the year in which they are incurred.

Borrowing costs from the financing of relevant construction in progress is capitalized during the period of time that is required to complete and prepare the asset for its intended use.

Depreciation is calculated using the straight-line method to amortize the cost of each asset to its residual value over its estimated useful life as follows:

     
Land
  No Depreciation
Buildings and improvements
  30-50 years
Plant and production equipment
  10-20 years
Vehicles, furniture and fixtures, and other equipment
  4-10 years

 


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Restricted tangible assets in Dalmine S.p.A. (“Dalmine”) with a net book value at December 31, 2004 of USD 6.2 million are assets that will be returned to the Italian government authorities upon expiration of the underlying contract. These assets are depreciated over their estimated useful economic lives. In cases where the carrying amount of an asset is greater than its estimated recoverable amount, it is written down to its recoverable amount (see AP E).

E.  Impairment
Circumstances affecting the recoverability of tangible and intangible assets including investments in associated and in other companies may change. If this happens, the recoverable amount of the relevant asset is estimated. The recoverable amount is determined as the higher of the asset’s net selling price and the present value of the estimated future cash flows. If the recoverable amount of the asset has dropped below its carrying amount the asset is written down immediately to its recoverable amount. Management periodically evaluates the carrying value of its tangible and intangible assets for impairment. The carrying value of these assets is considered impaired when an other than temporary decrease in the value of the assets has occurred.

At December 31, 2004 no impairment provisions were recorded other than the one on the electric power generating facility, as explained in Note 25 (V)(I). The impairment provision recorded in previous years by Amazonia on its investment in Siderúrgica del Orinoco C.A. (“Sidor”), was reversed in 2004 and included in Equity in earnings (losses) of associated companies, as explained in Note 12.

F.  Intangible assets
   
1.  Goodwill
Goodwill represents the excess of the acquisition cost over the fair value of Tenaris’s participation in acquired companies’ net assets at the acquisition date. Goodwill is amortized using the straight-line method over its estimated useful life, not to exceed 15 years. Amortization is included in Cost of sales. See Note 33 for the impact of new IFRS as from January 1, 2005.

2.  Negative goodwill
Negative goodwill represents the excess of the fair values of Tenaris’ participation in acquired companies’ net assets at the acquisition date over the acquisition cost. Negative goodwill is recognized as income on a systematic basis over the remaining weighted average useful life of the identifiable acquired depreciable assets, not to exceed 15 years. This income is included in Cost of sales. See Note 33 for the impact of new IFRS as from January 1, 2005.

3.  Information systems projects
Generally, costs associated with developing or maintaining computer software programs are recognized as an expense as incurred. However, costs directly related to development, acquisition and implementation of information systems are recognized as intangible assets if they have a probable economic benefit exceeding the cost beyond 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.

4.  Research and development
Research expenditures are recognized as expenses as incurred. Development costs are recorded as cost of sales in the income statement as incurred because they do not fulfill the criteria for capitalization. Research and development expenditures for the years ended 2004, 2003 and 2002 totaled USD 26.3, USD 21.9 and USD 14.0 million respectively.

5.  Licenses and patents
Expenditures on acquired patents, trademarks, technology transfer and licenses are capitalized and amortized using the straight-line method over their useful lives, but not exceeding 20 years.

G.  Other investments
Under IAS 39 “Financial Instruments: Recognition and Measurement”, financial assets have to be classified into

 


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the following categories: held-for-trading, held-to-maturity, originated loans and available-for-sale, depending on the purpose for which the investments were made. Investments that do not fulfill the specific requirements of IAS 39 for held-for-trading, held-to-maturity or originated loan categories have to be included in the residual “available-for-sale” category. All of Tenaris’s Other investments, which include primarily deposits in trust funds and insurance companies, are currently classified as available-for-sale as defined by IFRS, without considerating if they are technically available for disposition according to the terms of the underlying contracts.

The financial resources that were placed in trust funds up to December 31, 2004 have been contributed to two wholly owned subsidiaries (Inversiones Berna S.A. and Inversiones Lucerna S.A.) as from January 1, 2005.

All purchases and sales of investments are recognized on the trade date, not significantly different from the settlement date, which is the date that Tenaris commits to purchase or sell the investment.

Subsequent to their acquisition, available-for-sale financial assets are carried at fair value. Realized and unrealized gains and losses arising from changes in the fair value in those investments are included in the income statement for the period in which they arise.

Investments in other companies in which Tenaris has less than 20% of the voting rights or over which Tenaris does not have significant influence, are reported at cost.

H.  Inventories
Inventories are stated at the lower of cost (calculated using principally the first-in-first-out “FIFO” method) and net realizable value as a whole. The cost of finished goods and work in progress comprises raw materials, direct labor, other direct costs and related production overhead costs. Net realizable value is estimated collectively for inventories as the selling price in the ordinary course of business, less the costs of completion and selling expenses. Goods in transit at year end are valued at supplier invoice cost.

An allowance for obsolescence or slow-moving inventory is made in relation to supplies and spare parts and based on management’s analysis of their aging, the capacity of such materials to be used based on their levels of preservation and maintenance and the potential obsolescence due to technological changes. An allowance for slow-moving inventory is made in relation to finished goods and goods in process based on management’s analysis of the aging.

I.  Trade receivables
Trade receivables are recognized initially at original invoice amount. The Company analyzes its trade accounts receivable on a regular basis and, when aware of a certain client’s difficulty to meet its commitments to Tenaris, it impairs the amounts due by means of a charge to the provision for doubtful accounts. Additionally, this provision is adjusted periodically based on management’s analysis of the aging.

J.  Cash and cash equivalents
Cash and cash equivalents and highly liquid short-term securities are carried at fair market value.

For the purposes of the cash flow statement, cash and cash equivalents is comprised of cash, bank current accounts and short-term highly liquid investments (original maturity of less than 90 days).

On the balance sheet, bank overdrafts are included in borrowings in current liabilities.

K.  Shareholders’ equity
1.  Basis of presentation
The balances of the consolidated statement of changes in shareholders’ equity include:
•   The value of share capital, legal reserve, share premium, other distributable reserve and retained earnings in accordance with Luxembourg law;
•   The currency translation adjustments and retained earnings of Tenaris’s subsidiaries under IFRS;
•   The adjustment of the preceding items to value the balances by application of IFRS.

The combined consolidated statement of changes in shareholders’ equity for the year 2002 was prepared based on the following:

 


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•   Currency translation differences due to the translation of the financial statements in currencies of the combined consolidated companies are shown in a separate line;
•   Changes in ownership in the Exchange Companies –as defined in Note 28– comprises the net increase or decrease in the percentage of ownership that Sidertubes –at that time Tenaris’s controlling shareholder– owned in these companies;
•   Dividends paid prior to the 2002 exchange offer (see Note 28) include the dividends paid by Siderca, Tamsa, Dalmine or Tenaris Global Services to Sidertubes prior to the contribution of Sidertubes’s assets to the Company, as if they had been paid by Tenaris to Sidertubes, as well as the dividends effectively paid by Tenaris to its shareholders.

2.  Dividends
Dividends are recorded in Tenaris’s financial statements in the period in which they are approved by Tenaris’s shareholders, or when interim dividends are approved by the board of directors in accordance to the authority given to them by the by-laws of the Company.

Dividends may be paid by Tenaris to the extent that it has distributable retained earnings, calculated in accordance with Luxembourg legal requirements. Therefore, retained earnings included in the consolidated financial statements may not be wholly distributable. See Note 25 (VI).

L.  Borrowings
Borrowings are recognized initially for an amount equal to the proceeds received. In subsequent periods, borrowings are stated at amortized cost; any difference between proceeds and the redemption value is recognized in the income statement over the period of the borrowings.

M.  Income taxes – Current and deferred
Under present Luxembourg law, so long as the Company maintains its status as a holding billionaire company, no income tax, withholding tax (with respect to dividends), or capital gain tax is payable in Luxembourg by the Company.

The current income tax charge is calculated on the basis of the tax laws in force in the countries where Tenaris’s subsidiaries operate. Management evaluates positions taken in tax returns with respect to situations in which applicable tax regulations is subject to interpretation. A liability is recorded for tax benefits that were taken in tax return but have been not recognized for financial reporting.

Deferred income taxes are calculated, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. The principal temporary differences arise from the effect of currency translation on fixed assets, depreciation on property, plant and equipment –originated in both difference in valuation and useful lives considered by accounting standards and tax regulations–, inventories valuation, provisions for pensions and tax losses carry-forward. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have been enacted or substantially 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 temporary differences recognized as deferred tax assets against such income.

N.  Employee-related liabilities
a.  Employees’ severance indemnity
This provision comprises the liability accrued on behalf of employees at Tenaris’s Italian and Mexican subsidiaries at the balance sheet date in accordance with current legislation and the labor contracts in effect in the respective countries.

Employees’ severance indemnity costs are assessed annually using the projected unit credit method: the cost of providing this obligation is charged to the income statement over the service lives of employees in accordance with the advice of the actuaries. This provision is measured at the present value of the estimated future cash outflows using applicable interest rates. This provision amounts to USD 71.8 million at December 31, 2004 and USD 66.4 million at December 31, 2003.

 


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b.  Pension obligations
Certain Tenaris officers are covered by defined benefit employee retirement plans designed to provide retirement, termination and other benefits to those officers.

Retirement costs are assessed using the projected unit credit method: the cost of providing retirement benefits is charged to the income statement over the service lives of employees based on actuarial calculations. This provision is measured at the present value of the estimated future cash outflows using applicable interest rates and amounts to USD 11.6 million and USD 8.6 million at December 31, 2004 and 2003, respectively. Actuarial gains and losses are recognized over the average remaining service lives of employees.

For its main plan, Tenaris is accumulating assets for the ultimate payment of those benefits in the form of investments that carry a time limitation for their redemption. The investments are neither part of a particular plan nor segregated from Tenaris’s other assets, and therefore this plan is classified as “unfunded” under the IFRS definition. Benefits provided by this plan are in US dollars, and are calculated based on a three-year or seven-year salary average (whichever is more favorable to the beneficiary) for those executives who retired or were terminated before December 31, 2003. After this date, the benefits of this plan are calculated on a seven-year salary average.

Additionally, certain other officers and former employees of one of Tenaris subsidiaries are covered by a separate plan classified as “funded” under IFRS definition.

c.  Other compensation obligations
Employee entitlements to annual leave and long-service leave is 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.

O.  Employees’ statutory profit sharing
Under Mexican law, Tenaris’s Mexican subsidiaries are required to pay their employees an annual benefit calculated using a similar basis to the one used for the calculation of the income tax. Employees’ statutory profit sharing is provided under the liability method. The deferred liability within this provision amounts to USD 68.9 million at December 31, 2004 and USD 51.1 million at December 31, 2003 and it is included in Non current other liabilities. Temporary differences arise between the “statutory” bases of assets and liabilities used in the determination of the profit sharing and their carrying amounts in the financial statements.

P.  Provisions and other liabilities
Provisions are accrued to reflect estimates of amounts due relating to expenses as they are incurred based on information available as of the date of preparation of the financial statements. If Tenaris expects a provision to be reimbursed (for example under an insurance contract), and the reimbursement is virtually certain, the reimbursement is recognized as an asset.

Tenaris has certain contingent liabilities with respect to existing or potential claims, lawsuits and other proceedings. Unless otherwise specified, Tenaris accrues liabilities when it is probable that future cost could be incurred and that cost can be reasonably estimated. Generally, accruals are based on developments to date, Tenaris’s estimates of the outcomes of these matters and the advice of Tenaris’s legal advisors. As the scope of the liabilities becomes better defined, there may be changes in the estimates of future costs, which could have a material effect on Tenaris’s future results of operations and financial conditions or liquidity.

Q.  Revenue recognition
Sales are recognized as revenues when earned and realized or realizable. This includes satisfying the following criteria: the arrangement with the customer is evident, through the receipt of a purchase order; the sales price is known and arranged; delivery –as defined by the risk transfer provision of the sales contracts– has occurred, which may include delivery to the customer storage facility at one of the Company’s subsidiaries; and the collection is reasonably assured.

Other revenues earned by Tenaris are recognized on the following bases:

•   Interest income: on an effective yield basis.
•   Dividend income from investments in other companies: when Tenaris’s right to collect is established.

 


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R.  Cost of sales and expenses
Cost of sales and expenses are recognized in the income statement on the accrual basis of accounting.

Shipping and handling costs related to client orders are classified as selling, general and administrative expenses.

S.  Earnings per share
Earnings per share are calculated by dividing the net income attributable to shareholders by the daily weighted average number of ordinary shares issued during the year. There were no potential ordinary shares outstanding at December 31, 2004, 2003 and 2002. See Note 9.

T.  Derivative financial instruments
Information about accounting for derivative financial instruments and hedging activities is included within the section “Financial Risk Management” below.

U.  Segment information
Business segments: for management purposes, the Company is organized on a worldwide basis into the following segments: Seamless, Welded and other metallic products, Energy and Others. The secondary reporting format is based on a geographical location. Although Tenaris’s business is managed on a worldwide basis, Tenaris operates in five main geographical areas: South America, Europe, North America, Middle East and Africa, and Far East and Oceania.

V.         Summary of significant differences between International Financial Reporting Standards (IFRS) and Generally Accepted Accounting Principles in the United States of America (US GAAP)

The accompanying consolidated financial statements have been prepared in accordance with IFRS, which differ in certain important respects from US GAAP. The significant differences at December 31, 2004 and 2003 and for the years ended December 31, 2004, 2003 and 2002 are reflected in the reconciliation provided in Note 34 and principally relate to the items discussed in the following paragraphs:

1.  Purchase accounting difference affecting the acquisition of Tavsa
In connection with the acquisition of interests in Tavsa in 1998, Tenaris recognized under IFRS certain liabilities associated with the workforce reductions as of the date of the acquisition, which generated goodwill under IFRS. These liabilities did not met all recognition criteria under US GAAP and, therefore, the reconciliation of the net income shows the impact of the amortization of goodwill in 2002.

2.  Deferred income tax
Under IFRS, a temporary difference is originated by the excess of the accounting value of net assets, translated at historical exchange rates, over the taxable base translated using year-end exchange rates. Under US GAAP, no deferred tax is recognized for differences related to assets and liabilities that are remeasured from local currency into the functional currency resulting from changes in exchange rates or indexing for tax purposes.

3.  Equity in investments in associated companies
Under IFRS, investments in companies in which the Company exercises significant influence, but not control, are accounted for under the equity method. For purposes of this reconciliation, the Company has assessed the impact of US GAAP adjustments on the IFRS financial statements of its equity investees. As a consequence of this assessment, the Company recognized a net loss adjustment of USD 55.0 million and USD 0.6 million for the years ended December 31, 2004 and 2002, respectively. Following is a description of the significant differences between IFRS and US GAAP as they relate to the Company’s equity investees:

(I) As explained in Notes 12 and 25 (II), Amazonia recorded an impairment provision on its investment in Sidor in previous years. During 2004 and due to better conditions in the economic environment market of Sidor and based on projections of future cash flows estimated by Amazonia’s management, the impairment provision was reversed under IFRS. Under US GAAP, the impairment provision was instead allocated to the residual value of the fixed assets of Sidor and, consequently, was not reversed. Also, under US GAAP, Venezuela was considered a hyperinflationary country only until December 31, 2001 notwithstanding after that date Venezuelan Bolivar suffered a substantial depreciation against the US dollar. Accordingly, under US GAAP, the US dollar was used as Sidor’s functional currency until December 31, 2001.

 


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(II) Under IFRS, Sidor accounted for the debt restructuring process carried out in fiscal year 2003 under IAS 39 and, accordingly, recorded a gain on restructuring. Under US GAAP, Sidor followed the provisions contained in SFAS No. 15 “Accounting by Debtors and Creditors for Troubled Debt Restructuring” (“SFAS 15”), which states that no gain on restructuring of payables shall be recognized unless the remaining carrying amount of the payable exceeds the total future cash payments (including amounts contingently payable) specified by the terms of the debt remaining unsettled after the restructuring.

(III) Under US GAAP the Company calculated the effect of the above mentioned adjustment on deferred income taxes.

4.  Unrecognized prior service costs
Under IFRS past service costs related to pension benefits are recognized over the remaining vesting period. Where benefits have already vested, past service costs are recognized immediately. Under US GAAP, past service costs are recognized over the remaining service lives of active employees.

5.  Financial assets’ changes in fair value
The Company has certain investments in trust funds. Under IFRS, the Company is carrying these investments at market value with unrealized gains and losses, if any, included in the statement of income.

As explained in AP G, the Company has allocated certain investments in trust funds to the “available-for-sale” category as defined by IAS 39. Under US GAAP, the Company is carrying these investments at market value with material unrealized gains and losses, if any, included in shareholder’s equity in accordance with Statement of Financial Accounting Standards No. 115 “Accounting for Certain Investments in Debt and Equity Securities” (“SFAS No. 115”). SFAS No. 115 also states that for such investments an enterprise shall determine whether a decline in fair value below the amortized cost basis is other than temporary. In such event, accumulated unrealized losses included in Other Comprehensive Income shall be reclassified into the Income Statement.

Specific identification was used to determine cost in computing realized gain or loss. For the purpose of assigning these investments to the categories specified in IAS 39, the Company considers available potential needs for liquidity, changes in the availability of and the yield on alternative instruments or changes in funding securities at the time of purchase.

6.  Goodwill
Under IFRS, purchased goodwill is capitalized as an intangible asset, with a rebuttable presumption that its useful life does not exceed 20 years.

An impairment review of goodwill is required whenever events or changes in circumstances indicate that the carrying amount may not be recoverable and annually if estimated useful life exceeds 20 years.

Under US GAAP, an investment recorded under the purchase method of accounting requires an estimation of the fair values of the underlying, separately identifiable assets and liabilities. Any excess of the cost of the investment over the fair value of acquired net assets is treated as goodwill.

As a result of the adoption of SFAS No. 142 “Goodwill and other intangible assets”, the Company assessed the goodwill for impairment. The impairment loss was presented as a cumulative effect of a change in accounting principle as of January 1, 2002.

Effective January 1, 2002 in accordance with SFAS No. 142, the Company ceased the amortization of goodwill under US GAAP.

7.  Cost of the 2002 exchange offer
Under IFRS, direct costs relating to an acquisition, including the cost of registering and issuing equity securities, are considered in determining the cost of acquisition.

Under US GAAP, in accordance with SFAS No. 141 “Business combinations”, costs of registering and issuing equity securities shall be recognized as a reduction of the fair value of the securities.

 


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Financial risk management

1.  Financial risk factors
Tenaris’s activities expose it to a variety of financial risks, including the effects of changes in foreign currency exchange rates and interest rates. Tenaris’s subsidiaries use derivative financial instruments to minimize potential adverse effects on Tenaris’s financial performance, by hedging certain exposures.

I.  Foreign exchange rate risk
Tenaris operates internationally and is exposed to foreign exchange rate risk arising from various currency exposures. Certain of Tenaris’s subsidiaries use forward contracts in order to hedge their exposure to exchange rate risk primarily in US dollars.

Tenaris aims to neutralize the negative impact of fluctuations in the value of other currencies with respect to the US dollar. However, the fact that a number of subsidiaries have measurement currencies other than the US dollar can sometimes distort the result of these efforts as reported under IFRS.

II.  Interest rate risk
Dalmine and Tamsa have entered into interest rate swaps for long-term debt to partially hedge future interest payments, converting borrowings from floating rates to fixed rates.

III.  Concentration of credit risk
Tenaris has no significant concentration of credit risk from customers. Our single largest customer is Petroleos Mexicanos, or Pemex. Sales to Pemex, as a percentage of our total sales, amounted to 11% in 2004.

Tenaris has policies in place to ensure that sales of products and services are made to customers with an appropriate credit history, or use credit insurance, letters of credit and other instruments to reduce credit risk whenever deemed necessary. Tenaris maintains allowances for potential credit losses.

Derivative counterparties and cash transactions are limited to high credit quality financial institutions.

IV.  Liquidity risk
Management maintains sufficient cash and marketable securities, availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions.

2.  Accounting for derivative financial instruments and hedging activities
Derivative financial instruments are initially recognized in the balance sheet at cost and subsequently remeasured at fair value.

Derivative transactions and other financial instruments, while providing economic hedges under risk management policies, do not qualify for hedge accounting under the specific rules in IAS 39. Changes in the fair value of any derivative instruments that do not qualify for hedge accounting under IAS 39 are recognized immediately in the income statement. The fair values of derivative instruments included in Other liabilities and Receivables are disclosed in Note 24.

3.  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 less any estimated credit adjustments was considered.

As most borrowings include variable rates or fixed rates that approximate market rates and the contractual repricing occurs every 3 to 6 months, the fair value of the borrowings approximates its carrying amount and it is not disclosed separately.

In assessing the fair value of derivatives and other financial instruments, Tenaris uses a variety of methods, including –but not limited to– estimated discounted value of future cash flows using assumptions based on market conditions existing at each balance sheet date.

 


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INDEX TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

     
1
  Segment information
2
  Cost of sales
3
  Selling, general and administrative expenses
4
  Labor costs (included in Cost of sales and Selling, general and administrative expenses)
5
  Other operating items
6
  Financial income (expenses), net
7
  Equity in earnings (losses) of associated companies
8
  Income tax
9
  Earnings and dividends per share
10
  Property, plant and equipment, net
11
  Intangible assets, net
12
  Investments in associated companies
13
  Other investments –non current
14
  Receivables –non current
15
  Inventories
16
  Receivables and prepayments
17
  Trade receivables
18
  Cash and cash equivalents, and Other investments
19
  Borrowings
20
  Deferred income tax
21
  Other liabilities
22
  Non-current provisions
23
  Current provisions
24
  Derivative financial instruments
25
  Contingencies, commitments and restrictions on the distribution of profits
26
  Ordinary shares and share premium
27
  Minority interest
28
  2002 Exchange Offer and other events with impact on minority interest
29
  Business and other acquisitions
30
  Related party transactions
31
  Cash flow disclosures
32
  Principal subsidiaries
33
  Impact of New Accounting Pronouncements: International Financial Reporting Standards
34
  Reconciliation of net income and shareholders’ equity to US GAAP
35
  Other significant US GAAP disclosure requirements

 


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Notes to the consolidated financial statements (In the notes all amount are shown in USD thousands, unless otherwise stated)

1 Segment information

Primary reporting format: business segments

                                                 
            Welded and                          
            other                          
            metallic                          
    Seamless     products     Energy     Others     Unallocated     Total  
     
Year ended December 31, 2004
                                               
Net sales
    3,273,267       348,137       417,870       96,789             4,136,063  
Cost of sales
    (2,075,164 )     (249,471 )     (398,462 )     (53,839 )           (2,776,936 )
     
Gross profit
    1,198,103       98,666       19,408       42,950             1,359,127  
 
                                               
Segment assets
    4,322,982       510,669       121,846       610,162       96,629       5,662,288  
Segment liabilities
    2,430,935       313,600       122,046       134,512             3,001,093  
 
                                               
Capital expenditures
    149,326       23,276       1,438       9,272             183,312  
Depreciation and amortization
    185,118       12,665       3,554       6,782             208,119  
 
                                               
Year ended December 31, 2003
                                               
Net sales
    2,388,177       350,745       333,207       107,523             3,179,652  
Cost of sales
    (1,531,995 )     (274,643 )     (316,566 )     (84,623 )           (2,207,827 )
     
Gross profit
    856,182       76,102       16,641       22,900             971,825  
 
                                               
Segment assets
    3,434,547       370,260       105,629       217,846       181,266       4,309,548  
Segment liabilities
    1,959,274       252,993       91,982       44,035             2,348,284  
 
                                               
Capital expenditures
    129,405       24,245       5,380       3,594             162,624  
Depreciation and amortization
    180,855       10,896       3,706       4,342             199,799  
 
                                               
Year ended December 31, 2002
                                               
Net sales
    2,244,138       580,001       210,415       184,830             3,219,384  
Cost of sales
    (1,421,262 )     (379,384 )     (198,727 )     (169,855 )           (2,169,228 )
     
Gross profit
    822,876       200,617       11,688       14,975             1,050,156  
 
                                               
Segment assets
    3,388,977       365,743       41,155       122,045       163,978       4,081,898  
Segment liabilities
    1,860,338       223,240       49,909       67,574             2,201,061  
 
                                               
Capital expenditures
    110,739       27,053       5,623       4,162             147,577  
Depreciation and amortization
    162,444       7,669       2,768       3,434             176,315  

Tenaris’s main business segment is the manufacture of seamless pipes.

The main transactions between segments, which were eliminated in the consolidation, relate to sales of Energy to Seamless units for USD 86,721 in 2004, USD 62,755 in 2003 and USD 50,021 in 2002. Other transactions include sales of scrap and pipe protectors from the Others segment to Seamless units for USD 36,765, USD 37,647 and USD 22,269 in 2004, 2003 and 2002, respectively.

 


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1 Secondary reporting format: geographical segments

                                                         
    South             North     Middle East     Far East              
    America     Europe     America     and Africa     and Oceania     Unallocated     Total  
     
Year ended December 31, 2004
                                                       
 
                                                       
Net sales
    824,800       1,236,795       1,140,326       524,874       409,268             4,136,063  
Total assets
    1,773,958       1,808,557       1,596,464       109,266       277,414       96,629       5,662,288  
Trade receivables
    143,731       346,628       295,896       81,369       69,307             936,931  
Property, plant and equipment, net
    728,468       635,939       737,507       4,645       58,042             2,164,601  
Capital expenditures
    83,003       29,694       64,845       2,257       3,513             183,312  
Depreciation and amortization
    89,934       68,432       41,986       35       7,732             208,119  
 
                                                       
Year ended December 31, 2003
                                                       
 
                                                       
Net sales
    752,175       958,772       754,262       392,707       321,736             3,179,652  
Total assets
    1,326,569       1,193,960       1,310,471       90,699       206,583       181,266       4,309,548  
Trade receivables
    123,969       286,651       138,899       69,216       34,047             652,782  
Property, plant and equipment, net
    624,542       557,637       716,952       2,376       58,807             1,960,314  
Capital expenditures
    63,636       47,965       42,988       358       7,677             162,624  
Depreciation and amortization
    103,548       58,196       31,908       16       6,131             199,799  
 
                                                       
Year ended December 31, 2002
                                                       
 
                                                       
Net sales
    956,382       829,744       577,279       511,119       344,860             3,219,384  
Total assets
    1,355,217       921,215       1,268,689       169,810       202,989       163,978       4,081,898  
Trade receivables
    208,313       145,863       123,572       145,681       29,820             653,249  
Property, plant and equipment, net
    624,115       471,580       784,104       2,556       51,882             1,934,237  
Capital expenditures
    73,121       39,985       25,628       2,551       6,292             147,577  
Depreciation and amortization
    83,344       48,078       39,913       23       4,957             176,315  

Allocation of net sales is based on the customers’ location. Allocation of assets and capital expenditure are based on the assets’ location. Allocation of depreciation and amortization is based on the related assets’ location.

The South American segment comprises principally Argentina, Venezuela and Brazil. The European segment comprises principally Italy, France, United Kingdom, Germany, Romania and Norway. The North American segment comprises principally Mexico, USA and Canada. The Middle East and Africa segment includes Egypt, United Arab Emirates, Saudi Arabia and Nigeria. The Far East and Oceania segment comprises principally China, Japan, Indonesia and South Korea.

 


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2 Cost of sales

                         
    Year ended December 31,  
    2004     2003     2002  
Inventories at the beginning of the year
    831,879       680,113       735,574  
Plus: Charges of the year
                       
Raw materials, energy, consumables and other movements
    2,269,351       1,515,990       1,370,417  
Services and fees
    259,025       272,313       227,090  
Labor cost
    369,681       286,748       235,902  
Depreciation of property, plant and equipment
    174,880       171,896       154,794  
Amortization of intangible assets
    12,748       6,763       2,370  
Maintenance expenses
    82,323       54,335       50,234  
Provisions for contingencies
    994       3,802       4,307  
Allowance for obsolescence
    23,167       6,011       19,042  
Taxes
    3,088       4,273       3,160  
Others
    19,270       37,462       46,451  
     
 
    3,214,527       2,359,593       2,113,767  
Less: Inventories at the end of the year
    (1,269,470 )     (831,879 )     (680,113 )
     
 
    2,776,936       2,207,827       2,169,228  
     

3 Selling, general and administrative expenses

                         
    Year ended December 31,  
    2004     2003     2002  
Services and fees
    121,269       129,237       101,566  
Labor cost
    157,114       134,769       117,975  
Depreciation of property, plant and equipment
    10,218       8,477       6,164  
Amortization of intangible assets
    10,273       12,663       12,987  
Commissions, freights and other selling expenses
    250,085       189,353       261,249  
Provisions for contingencies
    12,142       2,005       8,122  
Allowances for doubtful accounts
    7,187       5,704       6,387  
Taxes
    59,256       45,337       33,335  
Others
    44,905       39,290       19,730  
     
 
    672,449       566,835       567,515  
     

4 Labor costs (included in Cost of sales and Selling, general and administrative expenses)

                         
    Year ended December 31,  
    2004     2003     2002  
Wages, salaries and social security costs
    509,572       410,458       347,096  
Employees’ severance indemnity (Note 21 (i)(a))
    12,907       9,988       6,453  
Pension benefits - defined benefit plans (Note 21 (i)(b))
    4,316       1,071       328  
     
 
    526,795       421,517       353,877  
     

At year-end, the number of employees was 16,447 in 2004, 14,391 in 2003 and 13,841 in 2002.

 


Table of Contents

5 Other operating items

                         
    Year ended December 31,  
    2004     2003     2002  
(i) Other operating income
                       
Reimbursement from insurance companies and other third parties
    3,165       1,544       6,814  
Net income from other sales
    16,063       4,075       3,132  
Net income from disposition of investments in associated companies
          1,018        
Net rents
    1,362       2,222       2,414  
Gain on government securities
                5,643  
Fintecna arbitration award, net of legal expenses (Note 25 (i))
    123,000              
Power plant — reimbursement from supplier (Note 25 (v)(i))
    9,001              
     
 
    152,591       8,859       18,003  
     
(ii) Other operating expenses
                       
Provision for BHP proceedings
          114,182       18,923  
Allowance for doubtful receivables
    2,104       1,728       1,334  
Power plant — impairment and associated charges (Note 25 (v)(i))
    18,447              
Miscellaneous
    5,200       9,749       8,510  
     
 
    25,751       125,659       28,767  
     

6 Financial income (expenses), net

                         
    Year ended December 31,  
    2004     2003     2002  
Interest expense
    (46,930 )     (33,134 )     (34,480 )
Interest income
    14,247       16,426       14,201  
Net foreign exchange transaction gains/ (losses) and changes in fair value of derivative instruments
    33,127       (16,165 )     11,567  
Financial discount on trade receivables
                (8,810 )
Miscellaneous
    5,358       3,453       (3,075 )
     
 
    5,802       (29,420 )     (20,597 )
     

7 Equity in earnings (losses) of associated companies

                         
    Year ended December 31,  
    2004     2003     2002  
Equity in earnings (losses) of associated companies (Note 12)
    122,911       27,585       (6,802 )
Convertible debt option Amazonia (Note 25 (ii))
    83,126              
     
 
    206,037       27,585       (6,802 )
     

8 Income tax

                         
    Year ended December 31,  
    2004     2003     2002  
Current tax
    277,219       148,240       192,862  
Deferred tax (Note 20)
    (44,731 )     (63,862 )     26,426  
     
 
    232,488       84,378       219,288  
Effect of currency translation on tax base (Note 20)
    (12,112 )     (20,460 )     25,266  
     
Subtotal
    220,376       63,918       244,554  
Recovery of Income Tax (a)
                (36,783 )
     
 
    220,376       63,918       207,771  
     


(a)   In 2002 Tamsa succeeded in an income tax claim against the Mexican tax authorities, resulting in a recovery of income tax of previous years of MXN 355.6 million (USD 36.8 million).

 


Table of Contents

The tax on Tenaris’s income before tax differs from the theoretical amount that would arise using the tax rate in each country as follows:

                         
    Year ended December 31,  
    2004     2003     2002 (b)  
Income before tax and minority interest
    1,025,357       286,355       444,478  
     
Tax calculated at the tax rate in each country
    268,488       99,060       184,201  
Non taxable income / Non deductible expenses
    (10,019 )     (27,907 )     (37,470 )
Changes in the tax rates in Mexico
    (25,886 )            
Effect of currency translation on tax base (a)
    (12,112 )     (20,460 )     25,266  
Effect of taxable exchange differences
    10,742       13,367       79,362  
Utilization of previously unrecognized tax losses
    (10,837 )     (142 )     (6,805 )
     
Tax charge
    220,376       63,918       244,554  
     


(a)   Tenaris, using the liability method, recognizes a deferred income tax charge on temporary differences between the tax bases of its 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. These gains and losses are required by IFRS even though the reduced tax bases of the relevant assets will only result in reduced amortization deductions for tax purposes in future periods throughout the useful life of those assets and, consequently, the resulting deferred income tax charge does not represent a separate obligation of Tenaris that was due and payable in any of the relevant periods.
 
(b)   Does not include tax recovery of USD 36.8 million.

9 Earnings and dividends per share

(i) Earnings per share are calculated by dividing the net income attributable to shareholders by the daily weighted average number of ordinary shares issued during the year.

                         
    Year ended December 31,  
    2004     2003     2002  
Net income attributable to shareholders
    784,703       210,308       94,304  
Weighted average number of ordinary shares in issue (thousands)
    1,180,507       1,167,230       732,936  
Basic and diluted earnings per share
    0.66       0.18       0.13  
Dividends paid
    (135,053 )     (115,002 )      
Dividends per share
    0.11       0.10        

(II) As explained in Note 28 (a) the Sidertubes contribution and the exchange offer transaction took place in 2002. For purposes of comparison, the Company has calculated the pro forma earnings per share for year 2002 as if these transactions had taken place on January 1, 2002. Moreover, with respect to subsequent acquisitions and residual offers carried out during 2003 –see Note 28 (b)– the Company has calculated the pro forma earnings per share for year 2003 as if these transactions had all taken place on January 1, 2003. The pro forma earnings per share thus calculated are shown below:

                         
    Year ended December 31,  
    2004     2003     2002  
    (Unaudited)  
Net income attributable to shareholders
    784,703       210,308       193,826  
Weighted average number of ordinary shares in issue (thousands)
    1,180,507       1,180,288       1,160,701  
Basic and diluted earnings per share
    0.66       0.18       0.17  
Dividends paid
    (135,053 )     (115,002 )      
Dividends per share
    0.11       0.10        

 


Table of Contents

10 Property, plant and equipment, net

                                                 
    Land, building     Plant and     Vehicles,             Spare parts        
    and     production     furniture and     Work in     and        
Year ended December 31, 2004   improvements     equipment     fixtures     progress     equipment     Total  
     
Cost
                                               
Values at the beginning of the year
    303,929       5,031,525       112,371       86,193       12,799       5,546,817  
Translation differences
    6,938       87,970       2,520       2,107       643       100,178  
Additions
    11,547       10,744       2,509       133,193       5,165       163,158  
Disposals / Consumptions
    (3,928 )     (16,587 )     (4,521 )     (1,258 )     (828 )     (27,122 )
Transfers / Reclassifications
    20,039       111,674       1,824       (135,293 )     1,433       (323 )
Increase due to business combinations
    14,891       172,665       3,490             51       191,097  
     
Values at the end of the year
    353,416       5,397,991       118,193       84,942       19,263       5,973,805  
     
Depreciation
                                               
Accumulated at the beginning of the year
    112,693       3,378,536       89,222             6,052       3,586,503  
Translation differences
    1,836       37,514       1,773             135       41,258  
Depreciation charge
    14,246       162,726       7,497             629       185,098  
Disposals / Consumptions
    (603 )     (11,083 )     (3,567 )           (17 )     (15,270 )
Transfers / Reclassifications
    (24 )     365       (348 )           (83 )     (90 )
     
Accumulated at the end of the year
    128,148       3,568,058       94,577             6,716       3,797,499  
     
Impairment (Note 25 (v)(i))
          (11,705 )                       (11,705 )
     
At December 31, 2004
    225,268       1,818,228       23,616       84,942       12,547       2,164,601  
     
                                                 
    Land, building     Plant and     Vehicles,             Spare parts        
    and     production     furniture and     Work in     and        
Year ended December 31, 2003   improvements     equipment     fixtures     progress     equipment     Total  
     
Cost
                                               
Values at the beginning of the year
    296,608       4,801,316       99,200       141,861       10,087       5,349,072  
Translation differences
    (7,736 )     64,472       4,595       (1,353 )     3,332       63,310  
Additions
    455       23,107       4,420       106,057       3,426       137,465  
Disposals / Consumptions
    (1,664 )     (27,612 )     (3,312 )     (135 )     (1,882 )     (34,605 )
Transfers
    15,819       139,939       7,454       (160,237 )     (2,164 )     811  
Increase due to business combinations
    447       30,303       14                   30,764  
     
Values at the end of the year
    303,929       5,031,525       112,371       86,193       12,799       5,546,817  
     
Depreciation
                                               
Accumulated at the beginning of the year
    98,616       3,228,390       82,139             5,690       3,414,835  
Translation differences
    843       9,248       2,474             977       13,542  
Depreciation charge
    7,519       165,403       6,769             682       180,373  
Disposals / Consumptions
    (921 )     (24,255 )     (2,243 )           (1,221 )     (28,640 )
Transfers
    6,636       (250 )     83             (76 )     6,393  
     
Accumulated at the end of the year
    112,693       3,378,536       89,222             6,052       3,586,503  
     
At December 31, 2003
    191,236       1,652,989       23,149       86,193       6,747       1,960,314  
     

Property, plant and equipment includes interest capitalized for USD 19,686 and USD 19,159 for the years ended December 31, 2004 and 2003, respectively. During 2004 and 2003, Tenaris capitalized borrowing costs of USD 527 and USD 1,787, respectively

 


Table of Contents

11 Intangible assets, net

                                         
    Information                            
    system     Licenses and             Negative        
Year ended December 31, 2004   projects     patents     Goodwill (a)     goodwill (a)     Total  
     
Cost
                                       
Values at the beginning of the year
    88,802       10,490       142,904       (130,692 )     111,504  
Translation differences
    3,850       579       164       (3,194 )     1,399  
Additions
    20,022       132                   20,154  
Transfers / Reclassifications
    2,657       (173 )                 2,484  
Disposals
    (747 )                       (747 )
     
Values at the end of the year
    114,584       11,028       143,068       (133,886 )     134,794  
     
Amortization
                                       
Accumulated at the beginning of the year
    42,101       8,561       20,882       (14,077 )     57,467  
Translation differences
    2,695       522       172             3,389  
Amortization charge
    21,600       1,105       9,350       (9,034 )     23,021  
Transfers/ Reclassifications
    3,138       (887 )                 2,251  
Disposals
    (545 )                       (545 )
     
Accumulated at the end of the year
    68,989       9,301       30,404       (23,111 )     85,583  
     
At December 31, 2004
    45,595       1,727       112,664       (110,775 )     49,211  
     
                                         
    Information                            
    system     Licenses             Negative        
Year ended December 31, 2003   projects     and patents     Goodwill (a)     goodwill (a)     Total  
     
Cost
                                       
Values at the beginning of the year
    35,348       30,381       132,224       (126,735 )     71,218  
Translation differences
    5,185       4,030             (2,944 )     6,271  
Additions
    23,687       1,472                   25,159  
Transfers
    24,582       (25,393 )                 (811 )
Increase due to business acquisitions
                10,680       (1,013 )     9,667  
     
Values at the end of the year
    88,802       10,490       142,904       (130,692 )     111,504  
     
Amortization
                                       
Accumulated at the beginning of the year
    15,573       16,152       11,997       (5,188 )     38,534  
Translation differences
    2,391       3,509                   5,900  
Amortization charge
    14,580       4,850       8,885       (8,889 )     19,426  
Transfers
    9,557       (15,950 )                 (6,393 )
     
Accumulated at the end of the year
    42,101       8,561       20,882       (14,077 )     57,467  
     
At December 31, 2003
    46,701       1,929       122,022       (116,615 )     54,037  
     


(a)   Corresponds to the Seamless segment

12 Investments in associated companies

                 
    Year ended December 31,  
    2004     2003  
At the beginning of year
    45,814       14,327  
Translation differences
    (21,094 )     2,197  
Equity in earnings (losses) of associated companies
    122,911       27,585  
Dividends and distributions received
    (48,598 )      
Acquisitions
    418       1,811  
Sales
          (106 )
     
At the end of year
    99,451       45,814  
     

 


Table of Contents

The principal associated companies are:

                                         
    Country of     Percentage of ownership and        
Company   incorporation     voting rights at December 31,     Value at December 31,  
 
 
            2004       2003       2004       2003  
Consorcio Siderurgia Amazonia Ltd. (a)
  Cayman Islands     14.49 %     14.49 %     76,007       23,500  
Ylopa Serviços de Consultadoria Lda. (b)
  Madeira     24.40 %     24.40 %     20,622       19,500  
Condusid C.A.
  Venezuela     20.00 %     20.00 %     2,375       2,708  
Others
                            447       106  
                             
 
                            99,451       45,814  
                             


(a)   The value at December 31, 2003 is net of an impairment provision of USD 51.9 million, prompted by the effect of negative conditions in the international steel markets, the recession in Venezuela, and the revaluation of the Venezuelan currency against the US dollar on the operations of its subsidiary Sidor, which are factors that led to the 2003 Restructuring. The impairment provision was reversed in 2004 due to better conditions in the economic environment market of Sidor, based on projections of future cash flows estimated by Amazonia’s management. See Note 25 (II).
 
(b)   At December 31, 2004 and 2003 the retained earnings of Ylopa Serviços de Consultadoria Lda. (“Ylopa”) totaled USD 77.1 million and USD 72.5 million, respectively.

13 Other investments – non current

                 
    Year ended December 31,  
    2004     2003  
Deposits with insurance companies
    11,315       9,866  
Investments in other companies
    12,702       12,855  
Others
    378       434  
     
 
    24,395       23,155  
     

14 Receivables – non current

                 
    Year ended December 31,  
    2004     2003  
Government entities
    4,064       2,239  
Employee advances and loans
    5,086       3,269  
Tax credits
    8,455       9,495  
Trade receivables
    1,112       5,966  
Advances to suppliers
    4,750       11,535  
Ylopa Convertible Loan (Note 25 (ii))
    121,955       33,508  
Receivables on off-take Contract
    7,338       13,419  
Miscellaneous
    11,777       1,348  
     
 
    164,537       80,779  
Allowances for doubtful accounts (Note 22 (i))
    (13,172 )     (21,258 )
     
 
    151,365       59,521  

15 Inventories

                 
    Year ended December 31,  
    2004     2003  
Finished goods
    526,623       360,190  
Goods in process
    256,203       158,918  
Raw materials
    196,141       111,988  
Supplies
    214,604       173,738  
Goods in transit
    143,021       74,788  
     
 
    1,336,592       879,622  
Allowance for obsolescence (Note 23 (i))
    (67,122 )     (47,743 )
     
 
    1,269,470       831,879  
     

 


Table of Contents

16 Receivables and prepayments

                 
    Year ended December 31,  
    2004     2003  
V.A.T. credits
    82,580       34,225  
Prepaid taxes
    12,416       29,141  
Reimbursements and other services receivable
    33,306       11,782  
Government entities
    15,999       14,532  
Employee advances and loans
    8,281       13,660  
Advances to suppliers
    35,397       19,382  
Other advances
    21,222       18,472  
Government tax refunds on exports
    19,683       14,530  
Fintecna arbitration award (Note 25 (i))
    126,126        
Miscellaneous
    27,782       15,171  
     
 
    382,792       170,895  
Allowance for other doubtful accounts (Note 23 (i))
    (8,346 )     (5,761 )
     
 
    374,446       165,134  
     

17 Trade receivables

                 
    Year ended December 31,  
    2004     2003  
Current accounts
    877,213       605,119  
Notes receivables
    83,882       71,666  
     
 
    961,095       676,785  
Allowance for doubtful accounts (Note 23 (i))
    (24,164 )     (24,003 )
     
 
    936,931       652,782  
     

18 Cash and cash equivalents, and Other investments

                 
    Year ended December 31,  
    2004     2003  
(i) Other investments
               
Trust funds
    119,666       138,266  
     
(ii) Cash and cash equivalents
               
Cash and short-term highly liquid investments
    311,573       247,414  
Time deposits with related parties
    6       420  
     
 
    311,579       247,834  
     

 


Table of Contents

19 Borrowings

                 
    Year ended December 31,  
    2004     2003  
Non-current
               
Bank borrowings
    372,275       299,965  
Debentures and other loans
    40,845       65,375  
Finance lease liabilities
    7,631       9,439  
     
 
    420,751       374,779  
     
Current
               
Bank borrowings
    530,949       272,740  
Bank overdrafts
    4,255       9,804  
Debentures and other loans
    300,856       171,062  
Finance lease liabilities
    2,531       5,266  
     
 
    838,591       458,872  
     
Total Borrowings
    1,259,342       833,651  
     

The maturity of borrowings is as follows:

                                                         
At December 31, 2004   1 year or
less
    1 - 2
years
    2 - 3
years
    3 - 4
years
    4 - 5
years
    Over 5
years
    Total  
     
Financial lease
    2,531       1,632       1,300       1,059       794       2,846       10,162  
Other borrowings
    836,060       183,460       116,543       51,660       25,158       36,299       1,249,180  
 
                                         
Total borrowings
    838,591       185,092       117,843       52,719       25,952       39,145       1,259,342  
 
                                         

Significant borrowings obtained in previous years include a USD 150.0 million three-year syndicated loan obtained by Tamsa in 2003 and maturing in December 2006. The most significant financial covenants under the Tamsa loan agreement are the maintenance of minimum levels of working capital, the commitment not to incur in additional indebtedness above agreed limits or pledges on certain assets and compliance with debt service ratios calculated on Tamsa’s financial statements.

Borrowings include loans for an outstanding principal value of USD 201.2 million secured over certain of the properties of Dalmine and Confab. Only one of these loans has covenants, the most significant of which relate to maintenance of limited total indebtedness and compliance with debt service ratios.

As of December 31, 2004 Tenaris was in compliance with all of its financial covenants. Management estimates that current covenants allow it a high degree of operational and financial flexibility and do not impair its ability to obtain additional financing at competitive rates.

In January 2005 Dalmine repaid USD 65.4 million corresponding to a 7-year Euro-denominated bullet bond recorded under current bank borrowings.

The nominal average interest rates shown below were calculated using the rates set for each instrument in its corresponding currency and weighted using the dollar equivalent outstanding principal amount of said instruments at December 31, 2004.

                 
    2004     2003  
 
Bank borrowings
    3.89 %     2.94 %
Debentures and other loans
    3.48 %     2.69 %
Finance lease liabilities
    2.99 %     1.94 %

 


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

Bank borrowings non current

                     
   Currency   Interest rates   Year ended December 31,  
   
        2004     2003  
    USD
  Variable     215,730       240,928  
    EUR
  Variable     160,026       160,399  
    EUR
  Fixed     9,794        
    JPY
  Variable     48,170        
    JPY
  Fixed     27,065       45,082  
    BRS
  Variable     24,099       15,783  
    MXN
  Variable     24,406        
         
 
        509,290       462,192  
Less: Current portion of medium and long-term loans     (137,015 )     (162,227 )
         
Total Bank borrowings non current     372,275       299,965  
         

Debentures and other loans non current

                     
   Currency   Interest rates   Year ended December 31,  
   
        2004     2003  
    EUR
  Variable     70,811       66,156  
    USD
  Variable     45,382        
    USD
  Fixed     5,449        
         
 
        121,642       66,156  
Less: Current portion of medium and long-term loans     (80,797 )     (781 )
         
Total Debentures and other loans non current     40,845       65,375  
         

The Debentures were issued on January 1998, at a face value of ITL100,000 million with interest linked to the 3-month Libor

                     
   Currency   Interest rates   Year ended December 31,  
   
        2004     2003  
    EUR
  Variable     573       3,777  
    EUR
  Fixed     78        
    SGD
  Fixed     9        
    JPY
  Fixed     9,502       10,928  
         
 
        10,162       14,705  
Less: Current portion of medium and long-term loans     (2,531 )     (5,266 )
         
Total finance leases non current     7,631       9,439  
         

The carrying amounts of Tenaris’s assets pledged as collateral of liabilities are as follows:

                 
    Year ended December 31,  
    2004     2003  
Property, plant and equipment mortgages
    573,513       417,126  
     

20 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,  
    2004     2003  
At beginning of year
    287,521       386,167  
Translation differences
    (926 )     (17,157 )
Increase due to business combinations
    392       (1,925 )
Income statement credit
    (44,731 )     (63,862 )
Effect of currency translation on tax base
    (12,112 )     (20,460 )
Deferred employees statutory profit sharing charge
    (19,342 )     4,758  
     
At end of year
    210,802       287,521  
     

 


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The movement in deferred tax assets and liabilities (prior to offsetting the balances within the same tax jurisdiction) during the year is as follows:

Deferred tax liabilities

                                 
    Fixed assets     Inventories     Other (a)     Total at
2004
 
     
At beginning of year
    232,791       52,637       132,905       418,333  
Translation differences
    6,449       94       2,076       8,619  
Increase due to business combinations
                392       392  
Acquisition of minority interest in subsidiaries
    20       276       (338 )     (42 )
Income statement (credit)/charge
    (35,017 )     10,446       (30,756 )     (55,327 )
     
At end of year
    204,243       63,453       104,279       371,975  
     

(a) Includes the effect of currency translation on tax base explained in Note 8

                                         
    Provisions and
allowances
    Inventories     Tax losses (a)     Other     Total at
2004
 
     
At beginning of year
    (75,925 )     (28,307 )     (8,287 )     (18,293 )     (130,812 )
Translation differences
    (7,365 )     (316 )     (351 )     (1,513 )     (9,545 )
Acquisition of minority interest in subsidiaries
    (49 )                 91       42  
Income statement charge/(credit)
    20,710       (12,669 )     (7,069 )     (21,830 )     (20,858 )
     
At end of year
    (62,629 )     (41,292 )     (15,707 )     (41,545 )     (161,173 )
     

(a) The tax loss carry-forwards arising from the BHP settlement is included under each voice that originated them.

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,  
    2004     2003  
Deferred tax assets
    (161,173 )     (130,812 )
Deferred tax liabilities
    371,975       418,333  
     
 
    210,802       287,521  
     

The amounts shown in the balance sheet include the following:

                 
    Year ended December 31,  
    2004     2003  
Deferred tax assets to be recovered after more than 12 months
    (31,869 )     (20,385 )
Deferred tax liabilities to be settled after more than 12 months
    246,072       300,733  

21 Other liabilities

                     
        Year ended December 31,  
(i)   Non-current   2004     2003  
 
  Employee liabilities                
 
  Employees’ statutory profit sharing     68,917       51,110  
 
  Employees’ severance indemnity (a)     71,759       66,426  
 
  Pension benefits (b)     11,578       8,569  
         
 
        152,254       126,105  
 
  Accounts payable – Settlement BHP (Note 25 (i))           54,691  
         
 
  Other liabilities                
 
  Taxes payable     8,757       8,345  
 
  Miscellaneous     11,431       2,399  
         
 
        20,188       10,744  
         
 
        172,442       191,540  
         

 


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a) Employees’ severance indemnity

The amounts recognized in the balance sheet are as follows:

                 
    Year ended December 31,  
    2004     2003  
Total included in non-current Employee liabilities
    71,759       66,426  
     

The amounts recognized in the income statement are as follows:

                         
    Year ended December 31,  
    2004     2003     2002  
Current service cost
    9,999       7,291       4,518  
Interest cost
    2,908       2,697       1,935  
     
Total included in Labor costs
    12,907       9,988       6,453  
     

The principal actuarial assumptions used were as follows:

                         
    Year ended December 31,  
    2004     2003     2002  
Discount rate
    4 %     5 %     5 %
Rate of compensation increase
    3 %     4 %     4 %

b) Pension benefits

The amounts recognized in the balance sheet are determined as follows:

                 
    Year ended December 31,  
    2004     2003  
Present value of unfunded obligations
    16,478       12,134  
Unrecognized actuarial gains (losses)
    (4,900 )     (3,565 )
     
Liability in the balance sheet
    11,578       8,569  
     

The amounts recognized in the income statement are as follows:

                         
    Year ended December 31,  
    2004     2003     2002  
Current service cost
    571       381       255  
Interest cost
    875       637       584  
Net actuarial (gains) losses recognized in the year
    2,870       53       (511 )
     
Total included in Labor costs
    4,316       1,071       328  
     

Movement in the liability recognized in the balance sheet:

                 
    Year ended December 31,  
    2004     2003  
At the beginning of the year
    8,569       11,069  
Transfers and new participants of the plan
    1,244       (103 )
Total expense
    4,316       1,071  
Translation differences
    167        
Contributions paid
    (2,718 )     (3,468 )
     
At the end of year
    11,578       8,569  
     

The principal actuarial assumptions used were as follows:

                         
    Year ended December 31,  
    2004     2003     2002  
Discount rate
    7 %     7 %     7 %
Rate of compensation increase
    2 %     2 %     2 %

 


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        Year ended December 31,  
        2004     2003  
(ii)
  Other liabilities – current                
 
  Payroll and social security payable     86,189       61,900  
 
  Accounts payable- BHP Settlement (Note 25 (i))     61,965       109,257  
 
  Loan from Ylopa (Note 25 (ii))           10,590  
 
  Liabilities with related parties     1,432       3,742  
 
  Miscellaneous     26,807       22,105  
         
 
        176,393       207,594  
         

22 Non-current provisions

(i) Deducted from assets

         
    Allowance for  
    doubtful accounts-  
    Receivables  
Year ended December 31, 2004
       
Values at the beginning of the year
    (21,258 )
Translation differences
    154  
Reversals /Additional provisions (*)
    154  
Used (*)
    7,778  
 
     
At December 31, 2004
    (13,172 )
 
     
Year ended December 31, 2003
       
Values at the beginning of the year
    (21,394 )
Translation differences
    (846 )
Reversals /Additional provisions (*)
    (3,547 )
Used (*)
    4,529  
 
     
At December 31, 2003
    (21,258 )
 
     

(*) Includes effect of provisions on off–take credits, which are reflected in the Cost of sales.

(ii) Liabilities

         
    Legal claims and  
    contingencies  
Year ended December 31, 2004
       
Values at the beginning of the year
    23,333  
Translation differences
    800  
Increased due to business combinations
    2,355  
Reversals /Additional provisions
    7,438  
Used
    (2,150 )
 
     
At December 31, 2004
    31,776  
 
     
Year ended December 31, 2003
       
Values at the beginning of the year
    33,874  
Translation differences
    2,990  
Reversals /Additional provisions
    (379 )
Used
    (13,152 )
 
     
At December 31, 2003
    23,333  
 
     

 


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23 Current provisions

(ii) Deducted from assets

                         
    Allowance for     Allowance for other     Allowance for  
    doubtful accounts-     doubtful accounts-     inventory  
    Trade receivables     Other receivables     obsolescence  
     
Year ended December 31, 2004
                       
Values at the beginning of the year
    (24,003 )     (5,761 )     (47,743 )
Translation differences
    (611 )     (83 )     (1,814 )
Reversals /Additional provisions
    (7,402 )     (2,043 )     (23,167 )
Increase due to business combinations
    (835 )     (484 )     (6,334 )
Used
    8,687       25       11,936  
     
At December 31, 2004
    (24,164 )     (8,346 )     (67,122 )
     
Year ended December 31, 2003
                       
Values at the beginning of the year
    (25,333 )     (5,997 )     (51,621 )
Translation differences
    (1,321 )     (327 )     (1,626 )
Reversals /Additional provisions
    (5,282 )     544       (6,011 )
Used
    7,933       19       11,515  
     
At December 31, 2003
    (24,003 )     (5,761 )     (47,743 )
     
                                 
                    Other claims and        
    BHP Provision     Sales risks     contingencies     Total  
     
Year ended December 31, 2004
                               
Values at the beginning of the year
          4,065       35,559       39,624  
Translation differences
          341       2,878       3,219  
Reversals /Additional provisions
          6,254       (556 )     5,698  
Used
          (5,151 )     (1,673 )     (6,824 )
Increase due to business combinations
                919       919  
     
At December 31, 2004
          5,509       37,127       42,636  
     
Year ended December 31, 2003
                               
Values at the beginning of the year
    44,066       4,259       25,628       73,953  
Translation differences
    6,015       715       4,885       11,615  
Reversals /Additional provisions
    5,995       3,087       3,099       12,181  
Used (*)
    (56,076 )     (3,996 )     (5,713 )     (65,785 )
Increase due to business combinations
                7,660       7,660  
     
At December 31, 2003
          4,065       35,559       39,624  
     

(*) In the case of BHP, the provision was reclassified into Other Liabilities (see Note 21) following the settlement agreement explained in Note 25 (i)

24 Derivative financial instruments

Net fair values of derivative financial instruments

The net fair values of derivative financial instruments disclosed in Other liabilities and Other receivables at the balance sheet date, in accordance with IAS 39, were:

                 
    Year ended December 31,  
    2004     2003  
Contracts with positive fair values:
               
Interest rate swap contracts
    192        
Forward foreign exchange contracts
    12,163       2,947  
Commodities contracts
          1,197  
Contracts with negative fair values:
               
Interest rate swap contracts
    (3,595 )     (3,505 )
Forward foreign exchange contracts
    (3,749 )     (2,937 )
Commodities contracts
    (283 )     (1,592 )

 


Table of Contents

Derivative financial instruments breakdown is as follows:

Variable interest rate swaps

                                 
                    Fair Value  
Notional amount             December 31,  
(in thousands)     Swap   Term   2004     2003  
 
EUR
    111,975     Pay fixed/Receive variable   2005     (1,493 )     (1,916 )
EUR
    22,608     Pay fixed/Receive variable   2007     (853 )     (770 )
MXN
    275,000     Pay fixed/Receive variable   2007     (148 )      
EUR
    1,488     Pay fixed/Receive variable   2009     (152 )      
EUR
    6,956     Pay fixed/Receive variable   2010     (757 )     (819 )
                     
 
                    (3,403 )     (3,505 )
                     

Exchange rate derivatives

                     
        Fair Value  
        December 31,  
Currencies   Contract   2004     2003  
 
USD/EUR
  Euro Forward sales     (107 )     (365 )
USD/EUR
  Euro Forward purchases     1,083        
USD/EUR
  Currency options and collars           (1,435 )
JPY/USD
  Japanese Yen Forward purchases     5,388       2,661  
JPY/EUR
  Japanese Yen Forward purchases           (83 )
CAD/USD
  Canadian Dollar Forward sales     (1,108 )     (1,054 )
BRL/USD
  Brazilian Real Forward sales     (1,885 )     6  
ARS/USD
  Argentine Peso Forward purchases     2,154       280  
GBP/USD
  Pound Sterling Forward purchases     3,449        
USD/MXN
  Mexican Peso Forward sales     (560 )      
         
 
        8,414       10  
         

Commodities price derivatives

                     
        Fair Value  
        December  
Contract   Terms   2004     2003  
 
Gas call options
  2004           (213 )
Gas put options
  2004-2005     (283 )     (246 )
Oil call options
  2004           1,066  
Oil put options
  2004           (1,087 )
Oil call options
  2004           131  
Oil put options
  2004           (46 )
         
 
        (283 )     (395 )
         

25. Contingencies, commitments and restrictions on the distribution of profits

Tenaris is involved in litigation arising from time to time in the ordinary course of business (exception made of the litigation with the consortium led by BHP Billiton (“BHP”) –see 25 (I) below–). 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 22 and 23) that would be material to Tenaris’s consolidated financial position or results of operations.

I. BHP litigation and arbitration proceeding against Fintecna

On December 30, 2003 Dalmine and a consortium led by BHP settled their litigation concerning the failure of an underwater pipeline. According to the terms of the settlement, Dalmine will pay BHP a total of GBP 108.0 million (USD 207.2 million), inclusive of expenses, which amount (net of advances previously made) is payable in three annual installments. The first two installments of GBP 30.3 million and GBP 30.4 million were paid in January and December 2004, respectively, and the final installment of GBP 30.4 million is due in December 2005. A Libor + 1% interest rate applies to the outstanding amounts.

The pipe that was the subject of the litigation with BHP was manufactured and sold, and the tort alleged by BHP took place, prior to the privatization of Dalmine. Techint Investments Netherlands BV (“Tenet”) –the Tenaris subsidiary party to the contract pursuant to which Dalmine was privatized– commenced arbitration proceedings

 


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against Fintecna S.p.A. (“Fintecna”), an Italian state-owned entity and successor to ILVA S.p.A., the former owner of Dalmine, seeking indemnification from Fintecna for any amounts paid or payable by Dalmine to BHP. On December 28, 2004 the arbitral tribunal rendered its final award in the arbitration proceedings. Pursuant to the award, Fintecna is required to pay to Tenaris the sum of EUR 92.6 million (approximately USD 126 million). Under applicable rules of the International Chamber of Commerce, the award is binding on the parties and must be carried out without delay, although that requests for clarification or other petitions could delay compliance with the terms of the award. Income from this award is included in “Other operating income”.

II. Consorcio Siderurgia Amazonia, Ltd.

The financial restructuring of Sidor and Amazonia, an associated company of Tenaris which concluded during 2003 (the “2003 Restructuring”), entailed the termination of certain guarantees and commitments to further finance Amazonia and Sidor that Tenaris had entered into as a result of the privatization of Sidor and previous restructuring agreements. The restructuring agreements contemplate, however, certain continuing obligations and restrictions to protect the claims held by the financial creditors of Sidor. These obligations and restrictions include pledges over all of Amazonia’s existing shares and shares of Sidor held in its possession, which are due to expire in the third quarter of 2005.

During 2003, as part of the 2003 Restructuring, Tenaris acquired a 24.4% equity stake in Ylopa, a special purpose vehicle incorporated in Madeira, created to support Sidor and Amazonia in their financial restructuring. The acquisition was made by means of an aggregate cash contribution of USD 32.9 million, primarily in the form of debt. As a result of the consummation of the 2003 Restructuring, Ylopa (a) became Sidor’s creditor (in a “Participation Account Agreement”) of a non-interest bearing loan, payable if and when Sidor reaches certain financial goals defined as “excess cash”, and (b) received debt instruments of Amazonia, convertible into 67.4% of the common stock of Amazonia at Ylopa’s choice (“the convertible debt instrument”), which were valued by these companies at their respective fair value.

On February 3, 2005 Ylopa exercised its option to convert its convertible debt instruments into Amazonia’s common stock. In connection with this conversion, Tenaris recorded a gain of USD 83.1 million. In determining the value of the debt instruments, management considered the information available provided by Amazonia, comprising the financial statements of Amazonia and the discounted cash flow projections prepared for purposes of assessing the impairment of Amazonia’s investment in Sidor. Both values do not differ significantly.

As a result, Tenaris’s participation in Amazonia increased from 14.5% to 21.2%, thereby increasing its indirect participation in Sidor from 8.7% to 12.6%.

The 2003 restructuring set forth a mechanism for Sidor to repay its debts under the “Participation Account Agreement” whereby Ylopa is entitled to receive its percentage of the participation of Sidor’s excess cash (determined in accordance with a specific formula). Sidor had been distributing excess cash to Ylopa on a semiannual basis starting October 2003. As from January, 2005 Sidor will distribute excess cash on a quarterly basis. During the year ended December 31, 2004 Tenaris obtained USD 38.0 million from Ylopa related to Sidor’s excess cash.

III. Tax claims

Conversion of tax-loss carry-forwards

On December 18, 2000 the Argentine tax authorities notified 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 59.4 million (approximately USD 20.3 million) at December 31, 2004 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 financial statements.

Application of inflation adjustment procedures

In their respective tax returns for the year ended December 31, 2002 Siderca and Siat S.A. (another subsidiary of Tenaris domiciled in Argentina) used the inflation adjustment procedure set forth in Title VI of the Argentine Income Tax Law to reflect the impact of inflation on their monetary positions. The application of such procedure, however, had been suspended in March 1992 following the introduction of the convertibility regime that pegged the Peso to the United States dollar at a fixed rate of ARP 1=USD 1 and was not reinstated after the termination of the convertibility regime.

 


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Both subsidiaries have (I) started legal proceedings objecting to the constitutional grounds for the above mentioned suspension (on the ground that compliance with it would render artificial gains arising from the impact of inflation on monetary positions during 2002 fully taxable) and (II) obtained an injunction that prevents the tax authorities from summarily executing their claim while resolution of the proceedings is pending. The injunction has been appealed by the Argentine Tax Authority before the Federal Court of Appeals. Irrespective of the final result of the legal proceedings under way, the Company maintains a provision for the full potential tax liability on the alleged artificial gains plus statutory interest, but excluding fines or any other potential punitive charges. At December 31, 2004 the provision totaled ARP 80.3 million (USD 27.5 million).

On October 29, 2004 Siderca applied to join the promotional regime established by Argentine Law No. 25.924 and committed to dismiss the legal proceedings described in the previous paragraphs if and only if the benefits of such regime are received by Siderca. On February 11, 2005 Argentine Government approved these benefits. For this reason, Siderca has to pay its liability. No charges arose from this payment, as Tenaris had previously recorded a provision for this claim as described above.

IV. Other proceedings

Dalmine is currently subject to eleven civil proceedings and three former Dalmine managers are subject to a consolidated criminal proceeding before the Court of Bergamo, Italy, for work-related injuries arising from the use of asbestos in its manufacturing processes from 1960 to 1980. Of the 21 civil parties related to the above consolidated criminal proceeding, 20 have been settled.

In addition to the civil and criminal cases, another 21 asbestos related out-of-court claims have been forwarded to Dalmine.

Dalmine estimates that its potential liability in connection with the claims not yet settled or covered by insurance is approximately EUR 9.4 million (USD 12.8 million).

V. Commitments

The following are the Company’s main off-balance sheet commitments:

a. Tenaris entered into an off-take contract with Complejo Siderúrgico de Guayana C.A. (“Comsigua”) to purchase on a take-or-pay basis 75,000 tons of hot briquetted iron, or HBI, annually for twenty years beginning in April 1998 with an option to terminate the contract at any time after the tenth year upon one year’s notice. Pursuant to this off-take contract, Tenaris would be required to purchase the HBI at a formula price reflecting Comsigua’s production costs during the first eight contract years; thereafter, it would purchase the HBI at a slight discount to market price.

The agreements among the parties provide that, if during the eight-year period the average market price is lower than the formula price paid during such period, Tenaris would be entitled to a reimbursement of the difference plus interest, payable after the project financing and other specific credits are repaid. In addition, under the shareholders’ agreements, Tenaris has the option to purchase on an annual basis up to a further 80,000 tons of HBI produced by Comsigua at market prices. Under its off-take contract with Comsigua, as a result of weak market prices for HBI, Tenaris has paid –on average– higher than market prices for its HBI and according to the original contract has accumulated a credit. During the year ended at December 31, 2004 Tenaris paid lower-than-market prices for its HBI purchases, which resulted in a decrease to the previously recorded amount and lower cost of sales.

In connection with Tenaris’s original 6.9% equity interest in Comsigua, Tenaris paid USD 8.0 million and agreed to cover its share of Comsigua’s cash operating and debt service shortfalls. In addition, Tenaris pledged its shares in Comsigua and provided a proportional guarantee of USD 11.7 million (USD 3.2 million outstanding as of December 31, 2004) in support of the USD 156 million (USD 42.5 million outstanding as of December 31, 2004) project financing loan made by the International Finance Corporation, or IFC, to Comsigua. Tenaris has been also required to pay an aggregate of USD 1.5 million, representing its share of a shortfall of USD 14.7 million payable by Comsigua under the IFC loan and additional operating shortfalls of USD 5.3 million. Comsigua’s financial condition was adversely affected by the consistently weak international market conditions for HBI since its start-up in 1998. Market conditions improved during 2003 and therefore, Tenaris has no longer been required to pay additional amounts as a sponsor in Comsigua. If current conditions prevail at similar levels, Tenaris would not be required to make additional proportional payments in respect of its participation in Comsigua and its purchases of HBI under the off-take contract would be paid in lower-than-market prices.

 


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b. In August 2001, Dalmine Energie S.p.A. (“Dalmine Energie”) entered into a ten-year agreement with Eni S.p.A. Gas & Power Division for the purchase of natural gas with certain take-or-pay conditions until October 1, 2011. The outstanding value of the contract at December 31, 2004 is approximately EUR 588.0 million (USD 800.9 million).

c. Under the Gas Release Program enacted by Eni S.p.A., Gas and Power Division, in August 2004, Dalmine Energie increased its availability of natural gas for the period from October 1, 2004 to September 30, 2008. The gas purchase and sale agreements entered into with Eni contain customary take-or-pay conditions. The additional gas supply mentioned above is valued at approximately EUR 230.0 million (USD 313.3 million), based on prices prevailing as of December 2004. Dalmine Energie has also obtained, at the Italian border, the necessary capacity on the interconnection infrastructure to transport the natural gas to Italy for the period of the gas supply.

d. Under a lease agreement between Gade Srl (Italy) and Dalmine, entered into in 2001, relating to a building site in Sabbio Bergamasco used by Dalmine’s former subsidiary Tad Commerciale, Dalmine is obligated to bid in the auction for the purchase of a building from Gade for a minimum amount of EUR 8.3 million (USD 11.3 million). Up to the date of these financial statements, the auction has not yet been announced.

e. On October 24, 2003 Tenaris’s subsidiaries Siderca and Generadora del Paraná S.A. (“Generadora”), together with Siderar, a related party to Tenaris, entered into a joint gas purchase agreement with Repsol-YPF. Under the agreement, which incorporates certain take-or-pay conditions, Tenaris committed to purchase up to 800 million cubic meters of gas during the life of the four-year contract, expiring at the end of 2006 at a price to be negotiated by the parties on an annual basis. In December 2003, Generadora transferred all of its assets and the rights arising from the purchase agreement with Repsol-YPF to Siderca. Considering its Campana facility and the facilities received from Generadora, Siderca has an annual estimated gas consumption of 800 million cubic meters. At December 31, 2004 the parties to the joint agreement had fulfilled the purchase commitments originated therein, as a result of which all outstanding obligations resulting from the takeor- pay provisions have ceased to exist.

f. On April 27, 2004 Tenaris Financial Services S.A., a subsidiary of the Company, made a deposit of USD 10.0 million at Bank San Paolo IMI S.p.A. as collateral for a financial transaction between the mentioned bank and Siderca, another Tenaris subsidiary, generating a restriction on the availability of such funds.

g. In July 2004, Tenaris’s subsidiary Matesi Materiales Siderúrgicos S.A. (“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 agreement establishes a start-up period until June 2005 for which the take-or-pay conditions will not be in force. The outstanding value of the contract at December 31, 2004 is approximately USD 75.2 million.

h. On August 20, 2004 Matesi entered into a ten-year offtake contract pursuant to which Matesi is required to sell to 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.

i. In October 2004, Tenaris detected technical problems at its electric power generating facility located in San Nicolás, Argentina, during the routine maintenance of the equipment. GE Energy, the generator’s manufacturer, assumed the repairs costs of the generator estimated in USD 9.0 million. Tenaris recognized a Receivable with the manufacturer for the cost of the repairs. The Company impaired the value of these assets under Property, plant and equipment for USD 11.7 million. The reparation is expected to be completed by September 2005. In addition, Tenaris recorded a loss of USD 6.7 million due to commitments to deliver steam vapor and gas and the related penalties.

j. On September 16, 2004 Tenaris’s board of directors approved an investment to construct a gas-fired 120 MW combined heat and power plant in Dalmine, Italy, with an estimated cost of approximately EUR 109 million (USD 148 million). This investment is expected to improve the competitiveness of Tenaris’s Italian seamless pipe operations by reducing its energy costs and securing a reliable source of power.

VI. Restrictions on the distribution of profits

Under Luxembourg law, at least 5% of net income per year calculated in accordance with Luxembourg law and regulations must be allocated to the creation of a reserve until such reserve has reached to an amount equal to 10% of the share capital. At December 31, 2004 the Company has created this reserve in full. Shareholders’ equity at December 31, 2004 under Luxembourg law and regulations comprises the following captions:

 


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Year ended December 31   2004  
Share capital
    1,180,537  
Legal reserve
    118,054  
Share premium
    609,733  
Other distributable reserves
    82  
Retained earnings
    536,459  
 
     
Total shareholders equity according Luxembourg law
    2,444,865  
 
     

Tenaris may pay dividends to the extent that it has distributable retained earnings and distributable reserve calculated in accordance with Luxembourg law and regulations. At December 31, 2004 the distributable reserve and retained earnings of Tenaris under Luxembourg law totaled USD 536.5 million, as detailed below:

         
Year ended December 31   2004  
Distributable reserve and retained earnings at December 31, 2003 under Luxembourg Law
    298,035  
Dividends and distribution received
    292,589  
Other income and expenses for the year 2004
    80,888  
Dividends paid
    (135,053 )
Increase in reserve due to capital increase (see Note 28 (b))
    82  
 
     
Distributable reserve and retained earnings at December 31, 2004 under Luxembourg law
    536,541  
 
     

26 Ordinary shares and share premium

                 
    Number of Ordinary shares  
    2004     2003  
At January 1
    1,180,287,664       1,160,700,794  
Net issue of shares (see Note 28 (b))
    249,166       19,586,870  
     
At December 31
    1,180,536,830       1,180,287,664  
     

The total of issued and outstanding ordinary shares as of December 31, 2004 is 1,180,536,830 with a par value of USD1 per share with one vote each.

27 Minority interest

                         
    Year ended December 31,  
    2004     2003     2002  
At beginning of year
    119,984       186,783       918,981  
Currency translations differences
    9,478       16,738       (62,816 )
Share of net profit of subsidiaries
    20,278       12,129       142,403  
Acquisition and increases
    21,106       458        
Exchange of shares of Siderca, Dalmine and Tamsa
          (44,887 )     (768,577 )
Sales
    (649 )     (37,173 )     (2,020 )
Dividends (*)
    (4,926 )     (14,064 )     (41,188 )
     
At end of year
    165,271       119,984       186,783  
     

(*) Includes dividends approved not paid for USD4.9 million in 2004.

 


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28 2002 Exchange Offer and other events with impact on minority interest
(a) 2002 Exchange Offer
On October 18, 2002 Sidertubes -at that time the Company’s controlling shareholder- contributed all of its assets to Tenaris in exchange for shares of the Company’s common stock. The assets that Sidertubes contributed included the shares and voting rights that it held directly in Siderca, Tamsa, Dalmine, TGS and Invertub S.A. Siderca held additional participations in Tamsa, Dalmine, Metalmecánica S.A. and Metalcentro S.A.

During 2002, Tenaris successfully completed an offer to exchange shares and ADSs of its common stock for all outstanding Class A ordinary shares and ADSs of Siderca, all outstanding common shares and ADSs of Tamsa and all outstanding ordinary shares of Dalmine (“the 2002 exchange offer”). These acquisitions were accounted for under the purchase method and the acquisition costs, totalling USD 811.3 million and gave rise to a net negative goodwill of USD 5.2 million.

(b) Subsequent acquisitions and residual offers
Acquisition of Remaining Minority Interest in Tamsa and Capital Increase
On September 15, 2003 Tenaris concluded an exchange offer in the United States for shares and ADSs of Tamsa. As per the commitment assumed by Tenaris at the time of the 2002 exchange offer, the exchange ratio used was equal to that of the 2002 exchange offer. Thus, in exchange for the Tamsa’s shares received, Tenaris issued 19,586,870 new shares of its common stock for USD 51,611 thousand. The acquisition cost was determined on the bases of the price of Tenaris’s shares on September 12, 2003.

For the 356,392 shares of Tamsa’s common stock outstanding in the Mexican market, Tenaris and Sidertubes established a fiduciary account with Banamex, in which Sidertubes deposited the necessary number of Tenaris’s shares to provide for the exchange of the remaining interests in Tamsa. According to the terms of the fiduciary account, holders of Tamsa’s common stock were able to exchange their shares under the escrow arrangement during a six-month period. At the end of the six-month exchange offer period, investors had exchanged 235,512 shares of Tamsa for 249,166 shares of Tenaris. As a result, Tenaris was indebted to Sidertubes for 249,166 shares with a market value of USD 0.8 million.

On February 13, 2004 Tenaris increased its capital stock by issuing 249,166 new common shares, which were transferred to Sidertubes to pay off its outstanding loan. In accordance with Luxembourg law, the capital increase was allocated USD 249 to share capital, USD 25 to legal reserve, USD 464 to a share premium and USD 82 to
other distributable reserve.

As of December 31, 2004 Tenaris held, directly or indirectly, more than 99.9% of the common stock of Tamsa.

Subsequent acquisition of Dalmine shareholding
Pursuant to purchases made in the open market up to March 10, 2003 Tenaris held, directly or indirectly, 90.0% of Dalmine’s common stock. On July 11, 2003 Tenaris concluded a cash offer for the remaining minority interest in Dalmine and held, directly or indirectly, 96.8% of the shares of Dalmine. At December 31, 2004, as a result of shares accepted and effectively paid during the tender offer as well as shares purchased in subsequent transactions, Tenaris held directly or indirectly 99.2% of the shares of Dalmine.

Acquisition of remaining minority interest in Siderca
On April 3, 2003 the Argentine securities regulator approved Tenaris’s proposal to acquire the remaining minority interest in Siderca, which amounted to 0.89% of the shares of such company. As a result of Tenaris’s gaining beneficial control of 100% of the common stock of Siderca this company was effectively delisted and its ADR program terminated.

29 Business and other acquisitions
As a result of the transactions explained in Note 28, Tenaris acquired 0.03% of Tamsa, 0.5% of Dalmine during 2004, and 5.5% of Tamsa, 9.9% of Dalmine and 0.9% of Siderca during 2003.

On January 23, 2004 Tenaris Investments Limited was incorporated in Ireland to assist the financial activities of the Company and its other subsidiaries; on that date, Tenaris underwrote all of the common shares of the new company and increased the subsidiary’s capital stock to USD 50.0 million.

 


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On February 2, 2004 Tenaris completed the purchase of the land and manufacturing facilities that were previously leased by its Canadian operating subsidiary. The assets were acquired from Algoma Steel Inc. for the price of approximately USD 9.6 million, plus transaction costs.

As described in AP A, management applied IFRS 3 for the business combination detailed below.

On July 9, 2004 Tenaris and Sidor through their jointly owned company Matesi, acquired from Posven, a Venezuelan company, its industrial facility for the production of pre-reduced HBI, located in Ciudad Guayana, Venezuela, for the price of USD 120.0 million. The acquisition did not generate goodwill. As of December 31, 2004 Tenaris held 50.2% of Matesi, while Sidor owned the remaining 49.8%.

On July 26, 2004 Tenaris acquired all of the shares of Tubman International Ltd. (“Tubman”), a company incorporated under the laws of Gibraltar, which owned 84.86% of S.C. Silcotub S.A. (“Silcotub”) and controlling interests in two minor subsidiaries, and all of the shares of Intermetal Com S.r.l., all of them incorporated in Romania for a total consideration of USD 42.0 million. The acquisition of these companies did not generate goodwill.

Tenaris reached an agreement with the Romanian privatization agency (AVAS) to settle the litigation commenced by the latter against Tubman in connection with the alleged breach of certain of Tubman’s obligations under the privatization agreement by virtue of which Tubman purchased control of S.C. Laminorul S.A. (“Laminorul”). Pursuant to the agreement, signed on November 1, 2004 Tenaris transferred 9,931,375 shares of Laminorul to the Romanian Government, representing 69.99% of Laminorul’s capital stock, and retained 2,334,145 shares (16.45% of Laminorul’s capital stock).

The acquired business contributed revenues of USD 93.2 million and net gains of USD 6.1 million to Tenaris in the year ended at December 31, 2004. The assets and liabilities arising from acquisitions are as follows:

                 
    Year ended December 31,  
    2004     2003  
Other assets and liabilities (net)
    (25,060 )     (3,612 )
Property, plant and equipment
    191,097       30,764  
Goodwill
          9,667  
     
Net assets acquired
    166,037       36,819  
Minority interest
    (8,034 )     31,025  
Total non-current liabilities (*)
    (60,408 )     (2,561 )
     
Total liabilities assumed
    (60,408 )     (2,561 )
     
Sub-total
    97,595       65,283  
     
Cash — acquired
    5,177       5,687  
Fair value adjustment of minority interest acquired
          (925 )
Common stock issued in acquisition of minority interest
    820       51,611  
     
Purchase consideration
    103,592       121,656  
     


    (*) Year ended at December 31, 2004 includes Matesi’s liability with Sidor (minority shareholder of Matesi).

 


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Details of net assets acquired and goodwill are as follows:

                 
    Year ended December 31,  
    2004     2003  
Purchase consideration
    103,592       121,656  
Fair value of acquired business
    (103,592 )     (111,989 )
     
Goodwill
          9,667  
     

30 Related party transactions

The Company is controlled by I.I.I. Industrial Investments Inc. B.V. I., which at December 31, 2004 owned 60.2% of Tenaris’s shares and voting rights. At that date the remaining 39.8% was publicly traded. The ultimate controlling entity of the Company is Rocca & Partners S.A., a British Virgin Islands corporation.

The following transactions were carried out with related parties:

                         
    Year ended December 31,  
    2004     2003     2002  
(i) Transactions
                       
(a) Sales of goods and services
                       
Sales of goods
    72,932       57,865       258,083  
Sales of services
    24,983       11,811       6,934  
     
 
    97,915       69,676       265,017  
     
(b) Purchases of goods and services
                       
Purchases of goods
    63,132       70,984       160,792  
Purchases of services
    58,831       64,793       103,858  
     
 
    121,963       135,777       264,650  
     
(c) Acquisitions of subsidiaries
          (304 )      
     
                 
    At December 31,  
    2004     2003  
(ii) Year-end balances
               
(a) Arising from sales/purchases of goods/services
               
Receivables from related parties
    52,663       42,116  
Payables to related parties (1)
    (17,401 )     (37,219 )
     
 
    35,262       4,897  
     
(b) Cash and cash equivalents
               
Time deposits
    6       420  
     

 


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    At December 31,  
    2004     2003  
(c) Other balances
               
Trust fund
    119,666       118,087  
Convertible debt instruments - Ylopa
    121,955       33,508  
     
 
    241,621       151,595  
     
(d) Financial debt
               
Borrowings and overdrafts (2)
    (56,906 )     (5,716 )
Borrowings from trust fund
          (1,789 )
     
 
    (56,906 )     (7,505 )
     


(1)   Includes liabilities with Ylopa (USD10,590 at December 31, 2003)
(2)   Includes borrowings from Sidor to Matesi (USD51,457 at December 31, 2004)

(iii) Officers and director’s compensation The aggregate compensation of the directors and executive officers earned during 2004 and 2003 amounts to USD9.8 million and USD8.6 million respectively.

31 Cash flow disclosures

                             
        Year ended December 31,  
        2004     2003     2002  
(i)
  Changes in working capital                        
 
  Inventories     (411,045 )     (151,766 )     55,461  
 
  Receivables and prepayments     (82,845 )     10,900       (31,485 )
 
  Trade receivables     (271,225 )     4,142       (124,699 )
 
  Other liabilities     (37,443 )     39,585       (27,168 )
 
  Customer advances     72,678       17,636       (32,355 )
 
  Trade payables     108,693       (27,653 )     59,404  
         
 
        (621,187 )     (107,156 )     (100,842 )
         
(ii)
  Income tax accruals less payments                        
 
  Tax accrued (*)     220,376       63,918       244,554  
 
  Taxes paid     (175,717 )     (202,488 )     (70,076 )
         
 
        44,659       (138,570 )     174,478  
         
    (*) In 2002 does not include a tax recovery of USD36.8 millions (see Note 8)
(iii)
  Interest accruals less payments, net                        
 
  Interest accrued     32,683       16,708       20,279  
 
  Interest paid net     (15,710 )     (19,740 )     (15,499 )
         
 
        16,973       (3,032 )     4,780  
         

32 Principal subsidiaries
The following is a list of Tenaris’s subsidiaries and its direct or indirect percentage of ownership of each company at December 31, 2004, 2003 and 2002 is disclosed.

                                 
Company   Country of   Main activity   Percentage of ownership at December 31,
    Organization       2004   2003   2002
Algoma Tubes Inc.
  Canada   Manufacturing of seamless steel pipes     100 %     100 %     98 %
Confab Industrial S.A. and subsidiaries (b)
  Brazil   Manufacturing of welded steel pipes and capital goods     39 %     39 %     39 %
Corporación Tamsa S.A.
  Mexico   Sale of seamless steel pipes                 94 %
Dalmine Holding B.V. and subsidiaries
  Netherlands   Holding company     99 %     99 %     88 %
Dalmine S.p.A.
  Italy   Manufacturing of seamless steel pipes     99 %     99 %     88 %
Empresas Riga S.A. de C.V.
  Mexico   Manufacturing of welded fittings for seamless steel pipes     100 %     100 %     94 %
Exiros S.A.
  Uruguay   Procurement services for industrial companies     100 %     100 %  

 


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Company   Country of   Main activity   Percentage of ownership at December 31,
    Organization       2004   2003   2002
Information Systems and Technologies N.V. and subsidiaries
  Netherlands   Software development and maintenance     75 %     75 %     70 %
Inmobiliaria Tamsa S.A. de C.V.
  Mexico   Leasing of real estate     100 %     100 %     94 %
Insirger S.A. and subsidiaries
  Argentina   Electric power generation     100 %     100 %  
Intermetal Com SRL (a)
  Romania   Marketing of Scrap and other raw materials     100 %        
Invertub S.A. and subsidiaries
  Argentina   Holding company     100 %     100 %     100 %
Lomond Holdings B.V. and subsidiaries
  Netherlands   Procurement services for industrial companies     100 %     100 %     70 %
Matesi, Materiales Siderurgicos S.A. (a)
  Venezuela   Production of hot briquetted iron (HBI).     50 %        
Metalcentro S.A.
  Argentina   Manufacturing of pipe-end protectors and lateral impact tubes     100 %     100 %     100 %
Metalmecánica S.A.
  Argentina   Manufacturing steel products for oil extraction     100 %     100 %     99 %
NKKTubes K.K.
  Japan   Manufacturing of seamless steel pipes     51 %     51 %     51 %
S.C. Silcotub S.A. and subsidiary (a)
  Romania   Manufacturing of seamless steel pipes     85 %        
Scrapservice S.A.
  Argentina   Processing of scrap     75 %     75 %     74 %
Siat S.A.
  Argentina   Manufacturing of welded steel pipes     82 %     82 %     81 %
Siderca International A.p.S.
  Denmark   Holding company     100 %     100 %     99 %
Siderca S.A.I.C.
  Argentina   Manufacturing of seamless steel pipes     100 %     100 %     99 %
Siderestiba S.A.
  Argentina   Logistics     99 %     99 %     99 %
Sidtam Limited
  B.V.I.   Holding company     100 %     100 %     97 %
SO.PAR.FI Dalmine Holding S.A.
  Luxembourg   Holding company     99 %     99 %     88 %
Sociedad Industrial Puntana S.A.
  Argentina   Manufacturing of steel products     100 %     100 %  
Socominter Far East Ltd.
  Singapore   Marketing of steel products                 100 %
Socominter Ltda.
  Chile   Marketing of steel products     100 %     100 %     100 %
Socominter S.A.
  Venezuela   Marketing of steel products     100 %     100 %     100 %
Socover S.A. de C.V.
  Mexico   Marketing of steel products                 94 %
Talta — Trading e Marketing Lda. (a)
  Madeira   Holding Company     100 %        
Tamsider LLC
  USA   Holding company     100 %     100 %     100 %
Tamsider S.A. de C.V. and subsidiaries
  Mexico   Promotion and organization of steel-related companies and marketing of steel products     100 %     100 %     94 %
Tamtrade S.A.de C.V.
  Mexico   Marketing of steel products     100 %     100 %     94 %
Techint Investment Netherlands B.V.
  Netherlands   Holding company     100 %     100 %     99 %
Tenaris Autopartes S.A. de C.V.
  Mexico   Manufacturing of supplies for the automotive industry     100 %     100 %  
Tenaris Confab Hastes de Bombeio (a)
  Brazil   Manufacturing of steel products for oil extraction     70 %        
Tenaris Connections A.G. and subsidiaries
  Liechtenstein   Ownership and licensing of steel technology     100 %     99 %     94 %
Tenaris Financial Services S.A.
  Uruguay   Financial Services     100 %     100 %  
Tenaris Global Services B.V.
  Netherlands   Sales agent of steel products     100 %     100 %     100 %
Tenaris Global Services (Canada) Inc.
  Canada   Marketing of steel products     100 %     100 %     100 %
Tenaris Global Services de Bolivia S.R.L. (previously Socominter de Bolivia S.R.L.)
  Bolivia   Marketing of steel products     100 %     100 %     100 %
Tenaris Global Services (Japan) K.K. (previously DST Japan K.K.)
  Japan   Marketing of steel products     100 %     100 %     100 %
Tenaris Global Services Norway AS
  Norway   Marketing of steel products     100 %     100 %     100 %
Tenaris Global Services (Panama) S.A.
  Panama   Marketing of steel products     100 %     100 %     100 %
Tenaris Global Services (UK) Ltd
  United Kingdom   Marketing of steel products     100 %     100 %     100 %
Tenaris Global Services S.A.
  Uruguay   Holding company and marketing of steel products     100 %     100 %     100 %
Tenaris Global Services Ecuador S.A.
  Ecuador   Marketing of steel products     100 %     100 %  
Tenaris Global Services Far East Pte. Ltd.
  Singapore   Marketing of steel products     100 %     100 %     100 %
Tenaris Global Services Korea
  Korea   Marketing of steel products     100 %     100 %  
Tenaris Global Services LLC
  U.S.A.   Sales agent of steel products     100 %     100 %     100 %

 


Table of Contents

                                 
Company   Country of   Main activity   Percentage of ownership at December 31,
    Organization       2004   2003   2002
Tenaris Global Services (B.V.I.) Ltd.
  B.V.I.   Holding company     100 %     100 %     100 %
Tenaris Global Services Nigeria Ltd. (Previously Tubular DST Nigeria Ltd.)
  Nigeria   Marketing of steel products     100 %     100 %     100 %
Tenaris Global Services (Kazakhstan ) LLP (a)
  Kazakhstan   Marketing of steel products     100 %        
Tenaris Investments Ltd. (a)
  Ireland   Holding company     100 %        
Tenaris West Africa Ltd.
  United Kingdom   Finishing of steel pipes     100 %     100 %     98 %
Texas Pipe Threaders Co.
  U.S.A.   Finishing and marketing of steel pipes     100 %     100 %     99 %
Tubman International Ltd. (a)
  Gibraltar   Holding company     100 %        
Tubman Holdings (Gibraltar) LLP (a)
  Gibraltar   Holding company     100 %        
Tubos de Acero de México S.A.
  Mexico   Manufacturing of seamless steel pipes     100 %     100 %     94 %
Tubos de Acero de Venezuela S.A.
  Venezuela   Manufacturing of seamless steel pipes     70 %     70 %     66 %


(a)   Incorporated or acquired during 2004
(b)   Tenaris holds 99% of the voting shares of Confab Industrial S.A. and has, directly or indirectly, the majority of voting rights in all of its subsidiaries.

33 Impact of New Accounting Pronouncements:
International Financial Reporting Standards
In December 2003, as a part of the IASB’s project to improve International Accounting Standards, the IASB released revisions to the following standards that supersede the previously released versions of those standards: IAS 1, Presentation of Financial Statements; IAS 2, Inventories; IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors; IAS 10, Events after the Balance Sheet Date; IAS 16, Property, Plant and Equipment; IAS 17, Leases; IAS 21, The Effects of Changes in Foreign Exchange Rates; IAS 24, Related Party Disclosures; IAS 27, Consolidated and Separate Financial Statements; IAS 28, Investments in Associates; IAS 31, Interests in Joint Ventures; IAS 33, Earnings per Share and IAS 40, Investment Property. The revised standards must be applied for annual periods beginning on or after January 1, 2005. During 2004 the following International Financial Reporting Standards (IFRS) were issued: IFRS 2, Share-Based Payments; IFRS 3, Business Combinations; IFRS 4, Insurance Contracts; IFRS 5, Non-Current Assets Held for Sale and Discontinued Operations and IFRS 6, Exploration for and Evaluation of Mineral Resources. Following is a summary of those changes which could result in a material impact on the Tenaris consolidated financial statements from applying these revised standards.

(a) Presentation of minority interests to be changed
IAS 1 (revised) requires disclosure, on the face of the income statement, of the entity’s profit or loss for the period and the allocation of that amount between “profit or loss attributable to minority interest” and “profit or loss. attributable to equity holders of the parent”. As from January 1, 2005 minority interests will be included as equity in the consolidated balance sheet and not shown as a separate category. The effect of this is to increase the Company’s equity at January 1, 2005 by USD 165.3 million. Earnings per share will continue to be calculated on the net income attributable solely to the equity holders of Tenaris.

(b) IFRS 3 on business combinations and related goodwill amortization
Under IFRS 3, with effect from January 1, 2005, goodwill is considered to have an indefinite life and is not amortized, but is subject to annual impairment testing. Goodwill of USD 112.7 million recorded at December 31, 2004 will not be amortized. IFRS 3 requires accumulated negative goodwill at December 31, 2004 to be derecognized with a corresponding adjustments to Retained earnings. The effect of this is an increase in the opening balance of the Company’s equity at January 1, 2005 of USD 110.8 million. During 2004, Tenaris incurred USD 0.3 million of goodwill and negative goodwill amortization expense.

(c) IAS 16 Property, Plant and Equipment
IAS 16 requires that the Company determines the depreciation charge separately for each significant part of an item of property, plant and equipment. An entity is required to measure the residual value of an item of property, plant and equipment as the amount it estimates it would receive currently for the asset if the asset were already off the age and in the condition expected at the end of its useful life.

34 Reconciliation of net income and shareholders’ equity to US GAAP
a) The following is a summary of the significant adjustments to net income for the years ended December 31, 2004, 2003 and 2002 and to shareholders’ equity at December 31, 2004 and 2003 which would be required had the consolidated financial statements been prepared in accordance with US GAAP instead of IFRS.

 


Table of Contents

                         
    Year ended December 31,  
    2004     2003     2002  
Net income in accordance with IFRS
    784,703       210,308       94,304  
US GAAP adjustments - income (expense)
                       
Purchase accounting difference affecting the acquisition of Tavsa - amortization (AP V(1))
                4,102  
Deferred income tax (AP V(2))
    (8,682 )     (14,599 )     26,368  
Equity in investments in associated companies (AP V(3))
    (55,026 )           (561 )
Unrecognized prior service costs (AP V(4))
    (74 )     (392 )     (3,149 )
Financial assets’ changes in fair value (AP V(5))
    (885 )     (1,611 )     (1,527 )
Goodwill - Amortization (AP V(6))
    9,023       8,764       2,175  
Cost of exchange offer- Amortization (AP V (7))
    1,060       1,006        
Minority interest in above reconciling items
    220       432       (11,663 )
     
Income before cumulative effect of accounting changes
    730,339       203,908       110,049  
Cumulative effect of accounting changes
                (17,417 )
     
Net income in accordance with US GAAP
    730,339       203,908       92,632  
     
Weighted average number of shares outstanding (See Note 9) (thousands)
    1,180,507       1,167,230       732,936  
Consolidated combined earnings per share before cumulative effect of accounting changes
    0.62       0.18       0.15  
Cumulative effect of accounting changes per share
                (0.02 )
Consolidated combined earnings per share in accordance with US GAAP
    0.62       0.18       0.13  
                 
    December 31,  
    2004     2003  
Shareholders’ equity in accordance with IFRS
    2,495,924       1,841,280  
US GAAP adjustments - increase (decrease):
               
Deferred income tax (AP V(2))
    58,109       66,791  
Equity in investments in associated companies (AP V(3))
    (55,026 )      
Unrecognized prior service costs (AP V(4))
    2,835       2,909  
Goodwill - Impairment - original value (AP V(6))
    (21,628 )     (21,628 )
Goodwill - Impairment - accumulated amortization
    23,545       14,522  
Cost of the exchange offer - original value (AP V(7))
    (15,900 )     (15,900 )
Cost of the exchange offer - accumulated amortization
    2,066       1,006  
Minority interest in above reconciling items
    (1,553 )     (1,773 )
     
Shareholders’ equity in accordance with US GAAP
    2,488,372       1,887,207  
     

(b) Changes in shareholders’ equity under US GAAP are as follows:

                 
    Year ended December 31,  
    2004     2003  
Shareholders’ equity at the beginning of the year in accordance with US GAAP
    1,887,207       1,745,883  
Net income for the year in accordance with US GAAP
    730,339       203,908  
Foreign currency translation adjustment
    (4,174 )     309  
Capital Increase
    820        
Effect of the exchange transactions (Note 28)
          50,498  
Financial assets’ changes in fair value
    885       1,611  
Dividends paid
    (135,053 )     (115,002 )
     
Shareholders’ equity at the end of the year in accordance with US GAAP
    2,488,372       1,887,207  
     

 


Table of Contents

35 Other significant US GAAP disclosure requirements

The following is a summary of additional financial statement disclosures required under US GAAP:

(a) Income Taxes

The tax loss carry-forwards at December 31, 2004, expire as follows:
         
Expiration date   Amount  
December 31, 2009
    190,388  
Not subject to expiration
    6,612  
 
     
Total
    197,000  
 
     
See Note 20.

(b) Statement of consolidated comprehensive income under US GAAP
Tenaris uses SFAS No. 130, “Reporting Comprehensive Income”, which requires that an enterprise (I) classify items of other comprehensive income (loss) by their nature in a financial statement and (II) display the accumulated balance of other comprehensive income (loss) separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position.

                         
    Year ended December 31,  
    2004     2003     2002  
Net income
    730,339       203,908       92,632  
Other comprehensive income (loss)
                       
Foreign currency translation adjustment
    4,174       309       (34,267 )
Financial assets’ changes in fair value (1)
    885       1,611       1,527  
     
Total other comprehensive income (loss)
    5,059       1,920       (32,740 )
     
Comprehensive income
    735,398       205,828       59,892  
     


(1)   Net of income tax amounting to USD616, USD868 and USD822 for the years ended December 31, 2004, 2003 and 2002, respectively.

The accumulated balances related to each component of other comprehensive income were as follows:

                         
    Foreign currencies translation adjustment  
    at December 31,  
    2004     2003     2002  
Balance at the beginning of the period
    88,576       88,267       122,534  
Adjustment of the period
    4,174       309       (34,267 )
     
Balance at the end of the period
    92,750       88,576       88,267
     
                         
    Financial assets' changes in fair value  
    at December 31,  
    2004     2003     2002  
Balance at the beginning of the period
    3,138       1,527        
Adjustment of the period
    1,143       1,611       1,527  
Realized gains or losses transferred to the income statement
    (258 )            
     
Balance at the end of the period
    4,023       3,138       1,527  
     

(c) Amortization of intangible assets -licenses and patents

         
Estimated amortization expense
       
For the year ending December 31, 2005
    967  
For the year ending December 31, 2006
    690  
For the year ending December 31, 2007
    70  

(d) Pro-forma financial information (unaudited)
The following unaudited pro forma consolidated financial information presents the adjustments for the exchange transaction accounted for by the purchase method in the year ended December 31, 2002 so as to give pro forma recognition to Siderca, Tamsa and Dalmine results of operations as if they had been acquired on January 1, 2001. The pro forma adjustments give effect to the exchange transaction as if it had taken place on January 1, 2001.

 


Table of Contents

                         
    Year ended December 31, 2002  
    US GAAP actual     Pro forma adjustments     Pro forma  
Net sales
    3,219,384             3,219,384  
Income before cumulative effect of accounting changes
    110,049       113,470       223,519  
Net income
    92,632       89,216       181,848  
Consolidated combined earnings per share before cumulative effect of accounting changes
    0.15             0.19  
Consolidated combined earnings per share in accordance with US GAAP
    0.13             0.16  
Weighted average number of shares outstanding
    732,936             1,160,701  

Pro forma earnings per share were computed considering that the shares issued in connection with the exchange transaction described in Note 28 (a) were issued and outstanding as of January 1, 2002. The unaudited pro forma consolidated statement of operations is presented for informational purposes only and is not necessarily indicative of the Company’s financial position and results of operations that would have occurred if the acquisition in 2002 of Siderca, Tamsa and Dalmine minority interest had occurred on January 1, 2002 nor it is necessarily indicative of the Company’s future results of operations.

(e) Employers’ disclosure about pension plans and other post retirement benefit plans
On December 23, 2003 the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 132 (revised 2003), Employers’ Disclosures about Pensions and Other Post-retirement Benefits, an amendment of FASB Statements No. 87, 88 and 106, and a revision of FASB Statement No. 132. The following provides the required additional presentation for the defined benefits plans (all classified as foreign plans) under US GAAP.

The expected future cash flows to be paid by the Company in respect of pension and other post-employment benefit plans at December 31, 2004 were as follows:

         
Employer contributions
       
2005 (estimated)
    274  
Expected future benefit payments
       
2005
    398  
2006
    84  
2007
    98  
2008
    416  
2009
    3,409  
2010-2014
    4,799  

The accumulated benefit obligation amounted to USD 15,380 million and USD 14,841 million at December 31, 2004 and 2003, respectively.

f. Impact of new US GAAP accounting standards not yet adopted
In November 2004, the FASB issued Statement of Financial Accounting Standards No. 151 (SFAS 151), Inventory Costs -an amendment of ARB No. 43, Chapter 4 (Revised 12/06/2004), clarifying the existing requirements in ARB No. 43 by adopting language similar to that used in IAS 2 with respect to the accounting of abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage). The guidance is effective for inventory costs incurred during fiscal years beginning after June 15, 2003. The Company expects that the adoption of SFAS 151 will not have a material impact on the Company’s consolidated results of operation or financial position, since the key elements are already utilized in the Company’s IFRS and US GAAP consolidated financial statements.

In December 2004, the FASB issued Statement of Financial Accounting Standard No. 153 (SFAS 153), which amends Opinion 29 to eliminate the exception for non monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non monetary assets that do not have commercial substance. A non monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The Company expects that the full adoption of SFAS 153 will not have a material impact on its financial position or results of operations.

     
 
  Carlos Condorelli
  Chief Financial Officer

 


Table of Contents

Report and audited annual accounts of Tenaris S.A.
Luxembourg GAAP as at December 31, 2004

The board of directors of Tenaris S.A. (the “Company” or “Tenaris”) submits its annual accounts in accordance with Luxembourg legal and regulatory requirements for the year 2004.

Results for the year
Profit for the year ended December 31, 2004 totalled USD373.5 million, compared to USD 201.5 million for the year ended December 31, 2003.

During this financial year, Tenaris obtained dividends totalling USD 292.6 million, from its investments in Tubos de Acero de México S.A. (“Tamsa”) (USD 49.7 million), Siderca S.A.I.C. (“Siderca”) (USD 181.8 million), Invertub S.A. (“Invertub”) (USD 44.4 million) and Ylopa Serviços de Consultadoria Lda. (“Ylopa”) (USD 16.8 million).

The consolidated net sales of Tenaris and its subsidiaries during 2004 reflect strong market demand and growth in the seamless pipe business, where the Company and its subsidiaries are leading suppliers of seamless pipe products to the global energy industry. Net sales of seamless pipes, which accounted for 79% of total net sales, rose 37% and it was possible to increase seamless pipe selling prices sufficiently to offset the impact of higher raw material costs.

Investment activities and capital increase
During 2004, Dalmine S.p.A. (“Dalmine”) increased its capital in approximately EUR 40 million, and Tenaris acquired 575,944,281 new shares (99.6% of such increase) for an amount of EUR 39.8 million (approximately USD 48.2 million). In June 2004, Tenaris acquired 100% of Talta - Trading e Marketing Lda. (“Talta”), a company incorporated in Madeira. Talta acquired, through its Venezuelan subsidiary, Matesi, Materiales Siderúrgicos S.A. (“Matesi”), an industrial facility for the production of pre-reduced hot briquetted iron (HBI), with a loan granted by Tenaris. Talta holds 50.2% of Matesi’s shares. Tenaris’s investments in subsidiaries and associated companies at December 31, 2004 were as follows:

                                 
Company   Country   % of   Book value at     Net Additions     Book value at  
        beneficial   31.12.2003     USD     31.12.2004  
        ownership   USD           USD  
Invertub S.A.
  Argentina   99.9%     320,559,994               320,559,994  
Siderca S.A.I.C.
  Argentina   100.0%     1,325,215,732               1,325,215,732  
Dalmine S.p.A.
  Italy   99.2%     88,660,072       48,911,803       137,571,875  
Tubos de Acero de México S.A.
  Mexico   99.9%     364,136,036       289,704       364,425,740  
Tenaris Global Services S.A.
  Uruguay   100.0%     63,047,650               63,047,650  
Ylopa — Serviços de Consultadoria Lda.
  Madeira   24.4%     1,812,787               1,812,787  
Talta — Trading e Marketing Lda.
  Madeira   100.0%             6,817       6,817  
Tenaris Investments Limited
  Ireland   100.0%             50,010,000       50,010,000  
Tenaris Connections A.G.
  Liechtenstein   100.0%             11,567,000       11,567,000  
Tamsider LLC
  United States of America   100.0%             87,752,000       87,752,000  
Shares in subsidiaries and associated companies
            2,163,432,271       198,537,324       2,361,969,595  

With regards to Tamsa’s outstanding common stock in the Mexican market, Tenaris and Sidertubes S.A. (“Sidertubes”) (Tenaris’s former controlling shareholder -dissolved on June 9, 2004 and replaced by I.I.I. Industrial Investments Incorporated B.V. I.-) constituted a trust fund in 2003, in which Sidertubes deposited, as a lender, the necessary number of Tenaris shares to provide for the exchange of the remaining interests in Tamsa until February 11, 2004. At the expiration of such exchange period, Tenaris increased its capital in the amount of shares effectively exchanged to reimburse the shares lent by Sidertubes.

 


Table of Contents

Other income
On December 30, 2003 Dalmine and a consortium led by BHP Billiton Petroleum Ltd. (“BHP”) settled their litigation concerning the failure of an underwater pipeline. According to the terms of the settlement, Dalmine would pay BHP a total of GBP 108.0 million (USD 207.2 million), inclusive of expenses.

The pipe that was the subject of the litigation with BHP was manufactured and sold, and the tort alleged by BHP took place, prior to the privatization of Dalmine. Techint Investments Netherlands B.V. (“Tenet”) -Tenaris’s subsidiary as a party of the contract pursuant to which Dalmine was privatized- commenced arbitration proceedings against Fintecna S.p.A. (“Fintecna”), an Italian state-owned entity and successor to ILVA S.p.A., the former owner of Dalmine, seeking indemnification from Fintecna for any amounts paid or payable by Dalmine to BHP. On December 28, 2004 the arbitral tribunal rendered its final award in the arbitration proceedings. Pursuant to the award, Fintecna is required to pay to Tenaris the sum of EUR 92.6 million (approximately USD 126 million). Under applicable rules of the International Chamber of Commerce, the award is binding on the parties and must be carried out without delay, nevertheless requests for clarification or other petitions could delay compliance with the terms of the award. The proportionate amount of this award according to the beneficial ownership is included in “Other income”.

Dividends
The Annual Ordinary Shareholders’ Meeting held on May 26, 2004 approved the payment of a USD 135.1 million dividend to Tenaris’s shareholders. Tenaris’s shareholders’ equity, reflecting the capital increase, results for the year and dividend payment mentioned above is as follows:

                                                 
Item   Share     Legal     Share     Other     Retained     Shareholders'  
    capital     reserve     premium     distributable     earnings     Equity  
                      reserve              
    USD     USD     USD     USD     USD     USD  
Balance at the beginning of the year
    1,180,287,664       118,028,767       609,268,834       96,555,537       201,480,203       2,205,621,005  
Capital Increase (1)
    249,166       24,916       463,923       82,001               820,006  
Dividends paid (2)
                            (96,555,537 )     (38,497,876 )     (135,053,413 )
Profit for the year
                                    373,476,768       373,476,768  
Balance at the end of the year
    1,180,536,830       118,053,683       609,732,757       82,001       536,459,095       2,444,864,366  


(1)   see Note 4 (4.1) to the annual accounts.
(2)   as approved by the Ordinary Shareholders’ Meeting held on May 26, 2004.

Subsequent events
Tenaris is the beneficiary of 24.4% share of a convertible loan payable by Consorcio Siderurgia Amazonia Ltd. (“Amazonia”) to Ylopa. On February 3, 2005 Tenaris announced that Ylopa had notified Amazonia that it had elected to convert its outstanding convertible loan with Amazonia into equity, conversion that was contemplated under the agreements governing Siderúrgica del Orinoco C.A.’s (“Sidor”) and Amazonia’s debt restructuring in June 2003. As a result of this conversion and the subsequent proportionate transfer of the Amazonia shares to Tenaris, Tenaris’s participation in Amazonia increased from 14.5% to 21.2%, thereby increasing its indirect participation in Sidor from 8.7% to 12.6%.

Outlook
We expect to sustain or further improve profitability given the positive outlook of the oil and gas industry and therefore demand for our products.

     
 
  Carlos Condorelli
  Chief Financial Officer

 


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(LOGO)

PricewaterhouseCoopers
Société à responsabilité limitée
Réviseur d’entreprises

400, route d’Esch
B.P. 1443
L-1014 Luxembourg
Téléphone +352 494848-1
Facsimile +352 494848-2900

Report of Independent Auditor

To the Shareholders of Tenaris S.A.

We have audited the annual accounts of Tenaris S.A. for the year ended December 31, 2004 on pages 140 to 149 and have read the related management report on pages 136 to 138. These annual accounts and the management report are the responsibility of the Board of Directors. Our responsibility is to express an opinion on these annual accounts based on our audit and to check the consistency of the management report with them.

We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the annual accounts. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall annual accounts presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the attached annual accounts give, in conformity with the Luxembourg legal and regulatory requirements, a true and fair view of the financial position of Tenaris S.A. as of December 31, 2004 and the results of its operations for the year then ended.

The management report is in accordance with the annual accounts.

Luxembourg, February 23, 2005

PricewaterhouseCoopers S.à r.l.
Réviseur d’entreprises
Represented by

Mervyn R. Martins

 


Table of Contents

Balance sheet as at December 31, 2004
(expressed in United States Dollars)

                         
    Note(s)     2004     2003  
          USD     USD  
ASSETS
                       
Non current assets
                       
Fixed assets
    3                  
- Formation expenses
            4,772       7,160  
- Reorganization cost
            9,750,240       12,939,426  
 
                   
 
            9,755,012       12,946,586  
Financial assets
    4                  
- Shares in subsidiaries and associated companies
            2,361,969,595       2,163,432,271  
- Receivables
            93,139,058       33,507,552  
 
                   
 
            2,455,108,653       2,196,939,823  
 
                       
Current assets
                       
- Receivables
    5       96,103,483       3,864,674  
- Short term investments
    6       44,339,871       38,900,001  
- Cash at banks
            287,899       497,564  
 
                   
 
            140,731,253       43,262,239  
Total assets
            2,605,594,918       2,253,148,648  
 
                   
 
                       
LIABILITIES
                       
Shareholders’ equity
    7                  
- Share capital
            1,180,536,830       1,180,287,664  
- Legal reserve
    8       118,053,683       118,028,767  
- Share premium
            609,732,757       609,268,834  
- Other distributable reserve
    9       96,637,538       211,557,772  
- Retained earnings
    9       201,480,203        
- Dividend paid
            (135,053,413 )     (115,002,235 )
 
                   
 
            2,071,387,598       2,004,140,802  
 
                       
Provisions
                       
- Tax provision
    10       325,030       158,827  
- Other provisions
            339,755       590,917  
 
                   
 
            664,785       749,744  
 
                       
Debts
                       
- Intercompany – due within a year
    11       70,248,120       45,236,056  
- Intercompany – due within more than a year
    12       87,752,000        
- Accounts payable
            2,065,647       1,541,843  
 
                   
 
            160,065,767       46,777,899  
 
                       
Profit for the year
            373,476,768       201,480,203  
 
                       
Total liabilities
            2,605,594,918       2,253,148,648  
 
                   

The accompanying notes are an integral part of these annual accounts.

 


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Profit and loss account for the year ended December 31, 2004
(expressed in United States Dollars)

                         
    Note(s)     2004     2003  
          USD     USD  
CHARGES
                       
Amortization of formation expenses
    3.1       2,388       2,388  
Amortization of reorganization cost
    3.2       3,160,121       2,890,249  
Administrative and general expenses
    13       7,415,500       3,174,066  
Interest paid
            945,072       487,136  
Realized loss on exchange
            5,086,183       1,292,701  
Taxes
    10       308,760       671,931  
Profit for the year
            373,476,768       201,480,203  
 
                   
Total charges
            390,394,792       209,998,674  
 
                   
 
                       
INCOME
                       
Dividend income
    14       292,588,615       207,212,834  
Interest income
            8,386,257       2,478,325  
Realized gain on exchange
            384,106       297,709  
Other Income
    15       89,035,814       9,806  
 
                   
Total income
            390,394,792       209,998,674  
 
                   

The accompanying notes are an integral part of these annual accounts.

 


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Notes to the audited annual accounts
as at December 31, 2004

1. Background and description of the business

Tenaris S.A. (the “Company” or “Tenaris”) was incorporated on December 17, 2001 under the name of Tenaris Holding S.A. as a limited liability company –taking advantage of the law of July 31, 1929 on holding companies– under the laws of Luxembourg. Then, on June 26, 2002 it changed its name to Tenaris S.A.

Tenaris’s objective is to invest in companies that manufacture and market seamless steel tubes. Tenaris and its subsidiaries are leading manufacturers and suppliers of seamless steel pipe products and services to the oil and gas, energy and other industries, with production, distribution and service capabilities in key markets worldwide.

Tenaris prepares and publishes consolidated annual accounts which include further information on Tenaris and its subsidiaries. They are available at the registered office of the Company, 46a avenue John F. Kennedy, L-1855, Luxembourg.

2. Summary of significant accounting policies

2.1 Accounts
The accounts have been prepared in accordance with Luxembourg legal requirements and accounting standards.

2.2 Foreign currency translation

Financial assets, current assets and debts denominated in currencies other than the United States dollar (“USD”) are translated into USD at the rate of exchange at the balance sheet date. The resulting gains or losses are reflected in the profit and loss account for the year. Income and expenses in currencies other than the USD are translated into USD at the exchange rate prevailing at the date of each transaction.

2.3 Formation expenses

Formation expenses are amortized over a period of 5 years.

2.4 Reorganization cost

Reorganization cost comprises mainly fees for professional services that were incurred in the reorganization process. These costs are amortized over a period of 5 years.

2.5 Financial assets

Financial assets are stated at cost. In case of other than a temporary decline in the value of an investment, its carrying value will be reduced to recognize this decline. Reductions in the carrying value will be reversed in case of a rise in the value of the investment or when the reasons for the reduction no longer exist.

Non Current assets

Note 3 – Fixed Assets

3.1 Formation expenses
                 
    2004     2003  
    USD     USD  
Cost
    12,467       12,467  
Adjustment
    (532 )     (532 )
 
           
 
    11,935       11,935  
 
               
Amortization
               
- at the beginning of the year
    4,775       2,387  
- charge for the year
    2,388       2,388  
 
           
- at the end of the year
    7,163       4,775  
 
           
Net book value at the end of the year
    4,772       7,160  
 
           

 


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3.2 Reorganization Cost

                 
    2004     2003  
    USD     USD  
Value at the beginning of the year
    15,829,675       14,777,137  
Net additions
          1,052,538  
Net Disposals
    (29,065 )      
 
           
 
    15,800,610       15,829,675  
 
               
Amortization
               
- at the beginning of the year
    2,890,249        
- charge for the year
    3,160,121       2,890,249  
 
           
- at the end of the year
    6,050,370       2,890,249  
 
           
Net book value at the end of the year
    9,750,240       12,939,426  
 
           

4. Financial assets

4.1 Shares in subsidiaries and associated companies

Investments in subsidiaries and associated companies at December 31, 2004 (expressed in USD) comprise:
                                 
        % of   Book value at             Book value at  
        beneficial   31.12.2003     Net Additions     31.12.2004  
Company   Country   ownership   USD     USD     USD  
Invertub S.A.
  Argentina   99.9%     320,559,994               320,559,994  
Siderca S.A.I.C.
  Argentina   100.0%     1,325,215,732               1,325,215,732  
Dalmine S.p.A.
  Italy   99.2%     88,660,072       48,911,803       137,571,875  
Tubos de Acero de México S.A.
  Mexico   99.9%     364,136,036       289,704       364,425,740  
Tenaris Global Services S.A.
  Uruguay   100.0%     63,047,650               63,047,650  
Ylopa – Serviços de Consultadoria Lda.
  Madeira   24.4%     1,812,787               1,812,787  
Talta — Trading e Marketing Lda.
  Madeira   100.0%             6,817       6,817  
Tenaris Investments Limited
  Ireland   100.0%             50,010,000       50,010,000  
Tenaris Connections A.G.
  Liechtenstein   100.0%             11,567,000       11,567,000  
Tamsider LLC
  United States of America   100.0%             87,752,000       87,752,000  
Shares in subsidiaries and associated companies
            2,163,432,271       198,537,324       2,361,969,595  

During 2004, Tenaris acquired 575,944,281 new shares of Dalmine S.p.A. (“Dalmine”) originated in a capital increase for an amount of EUR 39.8 million (approximately USD 48.2 million). Additionally, the Company continued purchasing remaining shares from third parties according to Italian regulations at 0.06916 EUR per share, being the total acquisition 4,076,961 shares.

With regards to Tubos de Acero de México S.A.’s (“Tamsa”) outstanding common stock in the Mexican market, Tenaris and Sidertubes S.A. (“Sidertubes”) (Tenaris’s former controlling shareholder –dissolved on June 9, 2004 and replaced by I.I.I. Industrial Investments Incorporated B.V. I.–) constituted a trust fund in 2003, in which Sidertubes deposited, as a lender, the necessary number of Tenaris shares to provide the exchange of the remaining interests in Tamsa until February 11, 2004.

On February 11, 2004 the exchange offer for the subsequent acquisition of minority interest in Tamsa held by Mexican investors terminated. At the end of the exchange offer period, investors had exchanged 235,512 shares of Tamsa for 249,166 shares of Tenaris, which had been deposited in a trust account jointly created by Tenaris and

 


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Sidertubes. As a result of this, at the end of the offer, Tenaris owed to Sidertubes 249,166 shares with a market value of USD 0.8 million, representative of Tenaris’s common stock committed by Sidertubes to the fund.

On March 19, 2004 Tenaris increased its capital by issuing 249,166 new common shares, which were transferred to Sidertubes to pay off its outstanding loan.

In June 2004, Tenaris acquired 100% of Talta – Trading e Marketing Lda. (“Talta”), a company incorporated in Madeira. Talta acquired, through its Venezuelan subsidiary, Matesi, Materiales Siderúrgicos S.A. (“Matesi”), an industrial facility for the production of pre-reduced hot briquetted iron (HBI), with a loan granted by Tenaris. Talta holds 50.2% of Matesi’s shares.

Aiming at optimizing and centralizing the management of its subsidiaries’ treasury activities, Tenaris organized an Irish company, Tenaris Investments Limited as a treasury vehicle. After the constitution of this company, Tenaris made an initial capital contribution of USD 10 thousand and an irrevocable, non-refundable and unconditional contribution of USD 50 million.

Tenaris Connections A.G., also acquired during 2004, develops and licenses technology for the threading and reconstruction of premium connections for seamless steel pipes and accessories.

The last acquisition made by Tenaris during 2004 was Tamsider LLC. This company is located in the U.S.A. and holds a 14.5% equity stake in Consorcio Siderurgia Amazonia Ltd. (“Amazonia”), which in turn is incorporated in Cayman Islands and beneficial owner of 59.7% of Siderúrgica del Orinoco C.A. (“Sidor”). Sidor is the largest steel producer in Venezuela.

4.2 Receivables

Tenaris is the beneficiary of 24.4% share of a convertible loan payable by Amazonia to Ylopa Serviços de Consultadoria Lda. (“Ylopa”) for a nominal value of USD 31,127,637. This convertible loan accrues at an annual interest rate of 15.9%. At December 31, 2004 the outstanding value of this receivable was USD 38,827,468. On February 3, 2005 Tenaris announced that Ylopa had notified Amazonia that it had elected to convert its outstanding convertible loan with Amazonia into equity, conversion that was contemplated under the agreements governing Sidor’s and Amazonia’s debt restructuring in June 2003. As a result of this conversion and the subsequent proportionate transfer of the Amazonia shares to Tenaris, Tenaris’s participation in Amazonia increased from 14.5% to 21.2%, thereby increasing its indirect participation in Sidor from 8.7% to 12.6%.

In July 2004, Tenaris granted a loan to Talta, for a nominal value of USD 60,346,211 for the indirect acquisition of an industrial facility in Venezuela, as mentioned in Note 4 (4.1).

Current assets

Note 5 – Receivables

                 
    2004     2003  
    USD     USD  
Techint Investments Netherlands B.V. (1)
    85,845,319        
Other receivables from related companies
    10,137,863       3,864,674  
Receivables from third parties
    120,301        
 
           
 
    96,103,483       3,864,674  
 
           


(1)   Proportionate amount due to Tenaris as a result of the arbitration against Fintecna S.p.A.

Note 6 — Short term investments

                 
    2004     2003  
    USD     USD  
Time deposits with related companies
    36,285,650       38,900,001  
Liquidity funds
    8,054,221        
 
           
 
    44,339,871       38,900,001  
 
           

 


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Note 7 — Shareholders’ equity

                                                 
                            Other              
    Share     Legal     Share     distributable     Retained     Shareholders'  
    capital     reserve     premium     reserve     earnings     equity  
Item   USD     USD     USD     USD     USD     USD  
Balance at the beginning of the year
    1,180,287,664       118,028,767       609,268,834       96,555,537       201,480,203       2,205,621,005  
     
Capital Increase (1)
    249,166       24,916       463,923       82,001               820,006  
Dividends paid (2)
                            (96,555,537 )     (38,497,876 )     (135,053,413 )
Profit for the year
                                    373,476,768       373,476,768  
Balance at the end of the year
    1,180,536,830       118,053,683       609,732,757       82,001       536,459,095       2,444,864,366  


(1)   see Note 4 (4.1) to the annual accounts.
(2)   as approved by the Ordinary Shareholders’ Meeting held on May 26, 2004.

The authorized capital of the Company amounts to USD 2,500 million. The total authorized share capital of the Company is represented by 2,500,000,000 shares with a par value of USD 1 per share. The total capital issued and fully paid-up at December 31, 2004 was 1,180,536,830 shares with a par value of USD 1 per share.

As described in Note 4 (4.1), pursuant to the authority given by Tenaris’s board of directors to the Chairman and Chief Executive Officer on February 13, 2004 it was decided a capital increase in the context of the residual exchange offer for shares of Tamsa, which the Company had committed to as part of the exchange offer made on December 2002. On March 19, 2004 such capital increase was approved, amounting to USD 820,006, being allocated: USD 249,166 to share capital, USD 24,916 to the Company’s legal reserve, USD 82,001 to other distributable reserve and USD 463,923 to non-distributable reserve (share premium), in accordance with Luxembourg legislation.

The board of directors is authorized to increase the issued share capital, through issues of shares within the limits of the authorized capital for a period of 5 years starting June 26, 2002.

8. Legal reserve

In accordance with Luxembourg law, the Company is required to set aside a minimum of 5% of its annual net profit for each financial period to a legal reserve. This requirement ceases to be necessary once the balance on the legal reserve has reached 10% of the issued subscribed capital. The Company’s reserve has already reached this 10%. The legal reserve is not available for distribution to the shareholders.

9. Other distributable reserve and retained earnings

Dividends may be paid by Tenaris upon the Ordinary Shareholders’ Meeting’s approval, to the extent distributable reserve and distributable retained earnings exist. At December 31, 2004 the distributable reserve and retained earnings of Tenaris under Luxembourg law totalled USD 536.5 million.

10. Taxes

The Company is subject to the tax regime applicable to billionaire holdings as defined by the law dated July 31, 1929.

 


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Debts

11. Intercompany – due within a year
                 
    2004     2003  
    USD     USD  
Accounts payable (1)
    4,254,483       962,238  
Debts for acquisition of shares in subsidiaries and associated companies (2)
    34,198,097       33,684,218  
Loan from Ylopa (3)
    31,795,540       10,589,600  
 
           
 
    70,248,120       45,236,056  
 
           


(1)   and (3) are interest free and have no fixed terms of repayment.
(2)   principal amount: USD 34,091,324; which accrues interest at LIBOR plus 1.5%, due in 2005.

12. Intercompany – due within more than a year It represents the debt for the acquisition of Tamsider LLC, which accrues interest at LIBOR plus 0.5%, due in 2006.

13. Administrative and general expenses

                 
    2004     2003  
    USD     USD  
Services and Fees
    5,519,940       1,690,380  
Labor cost
    96,700       38,990  
Board of Director’s accrued fees
    1,797,011       1,400,000  
Others
    1,849       44,696  
 
           
 
    7,415,500       3,174,066  
 
           

14. Dividend income

During the financial years 2004 and 2003, the Company received the following dividends from its subsidiaries and associated companies:

                 
    2004     2003  
    USD     USD  
Siderca S.A.I.C.
    181,777,546       122,934,100  
Invertub S.A.
    44,354,669       30,452,086  
Tubos de Acero de México S.A.
    49,654,460       53,826,648  
Ylopa – Serviços de Consultadoria Lda.
    16,801,940        
 
           
 
    292,588,615       207,212,834  
 
           

15. Other income

On December 30, 2003 Dalmine and a consortium led by BHP Billiton Petroleum Ltd. (“BHP”) settled their litigation concerning the failure of an underwater pipeline. According to the terms of the settlement, Dalmine would pay BHP a total of GBP 108.0 million (USD 207.2 million), inclusive of expenses, which amount was payable in three annual installments, net of advances previously made. The first two installments of GBP 30.3 million and GBP 30.4 million were paid in January and December 2004, respectively, and the final installment of GBP 30.4 million will be due in December 2005. A Libor + 1% interest rate applies to the outstanding amount.

The pipe that was the subject of the litigation with BHP was manufactured and sold, and the tort alleged by BHP took place, prior to the privatization of Dalmine. Techint Investments Netherlands B.V. (“Tenet”) –Tenaris’s subsidiary as a party of the contract pursuant to which Dalmine was privatized– commenced arbitration proceedings against Fintecna S.p.A. (“Fintecna”), an Italian state-owned entity and successor to ILVA S.p.A., the former owner of Dalmine, seeking indemnification from Fintecna for any amounts paid or payable by Dalmine to BHP. On December 28, 2004 the arbitral tribunal rendered its final award in the arbitration proceedings. Pursuant to the award, Fintecna is required to pay to Tenaris the sum of EUR 92.6 million (approximately USD 126 million). Under applicable rules of the International Chamber of Commerce, the award is binding on the parties and must be carried

 


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out without delay, nevertheless requests for clarification or other petitions could delay compliance with the terms of the award. The proportionate amount of this award according to the beneficial ownership is included in “Other income”.

16. Guarantees

At December 31, 2003 the Company had partially underwritten a two-year guarantee of up to USD 13.5 million in favour of BHP to assure the compliance by Dalmine of the obligations it had assumed under the settlement agreement with BHP, dated December 30, 2003 and ending in January 2006.

17. Parent company

Tenaris’s parent company is I.I.I. Industrial Investments Incorporated B.V. I., a company incorporated and existing under the laws of the British Virgin Islands. The ultimate controlling entity of the Company is Rocca & Partners S.A., a British Virgin Islands corporation.

Carlos Condorelli
Chief Financial Officer

 


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Corporate Information

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

Principal Executive Offices
Av. L. N. Alem 1067 27th Floor
(C1001AAF) Buenos Aires, Argentina
(54) 11 4018 4100 tel
(54) 11 4018 1000 fax

Edificio Parque Reforma
Campos Elíseos 400 17th Floor
11560 Mexico, D.F.
(52) 55 5282 9900 tel
(52) 55 5282 9961 fax

Via Monte Rosa, 93
20149 Milan, Italy
(39) 02 4384 7654 tel
(39) 02 4384 7670 fax

Investor Information

Investor Relations Director
Nigel Worsnop
nworsnop@tenaris.com

General Inquiries
investors@tenaris.com

Phones
Argentina (54) 11 4018 4020
Italy (39) 02 4384 7654
Mexico (52) 55 5282 9929
USA 1 888 300 5432

Stock Information
New York Stock Exchange (TS)
Bolsa Mexicana de Valores, S.A. de C.V. (TS)
Mercado de Valores de Buenos Aires (TS)
Mercato Telematico Azionario (TEN)

ADS Depositary Bank
JPMorgan Chase Bank, N.A.
CUSIP Number 88031M019

Internet
www.tenaris.com