Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report.
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934. Yes ☐ No
☒
Note – checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under
those Sections.
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated
filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check
one):
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.
☐
† The term “new or revised financial accounting
standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification
after April 5, 2012.
Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:
If “Other” has been checked in response to the previous
question indicate by check mark which financial statement item the registrant has elected to follow. Item
17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
☒
We prepare our consolidated financial statements in accordance
with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board
(“IASB”), and in accordance with IFRS, as adopted by the European Union. IFRS differs in certain significant aspects
from generally accepted accounting principles in the United States, commonly referred to as U.S. GAAP. Additionally, this annual
report includes certain non-IFRS alternative performance measures such as EBITDA, Net cash/debt position and Free Cash Flow. See
Exhibit 7.2 for more details on these alternative performance measures.
Following the sale in January 2017 of our steel electric conduit
business in North America, known as Republic Conduit, the results of Republic Conduit are presented as discontinued operations
in accordance with IFRS 5, “Non-current Assets Held for Sale and Discontinued Operations”. Consequently, all amounts
related to discontinued operations within each line item of the consolidated income statement are reclassified into discontinued
operations. The consolidated statement of cash flows includes the cash flows for continuing and discontinued operations; cash flows
and earnings per share from discontinued operations are disclosed separately in note 29 “Discontinued Operations” to
our audited consolidated financial statements included in this annual report, as well as additional information detailing net assets
of disposal group classified as held for sale and discontinued operations.
We publish consolidated financial statements presented in increments
of a thousand U.S. dollars. This annual report includes our audited consolidated financial statements for the years ended December 31,
2019, 2018 and 2017. We completed the acquisition of IPSCO Tubulars Inc. (“IPSCO”) discussed elsewhere in this annual
report on January 2, 2020. Accordingly, the balance sheet and results of operations of IPSCO as of and for the year ended December
31, 2019, have not been reflected in our consolidated financial statements included in this annual report.
Certain monetary amounts, percentages and other figures included
in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not
be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total
100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.
We maintain an Internet website at www.tenaris.com. Information
contained in or otherwise accessible through our Internet website is not a part of this annual report. All references in this annual
report to this Internet site are inactive textual references to these URLs, or “uniform resource locators” and are
for informational reference only. We assume no responsibility for the information contained on our Internet website.
Unless otherwise indicated, industry data and statistics (including
historical information, estimates or forecasts) in this annual report are contained in or derived from internal or industry sources
believed by Tenaris to be reliable. Industry data and statistics are inherently predictive and are not necessarily reflective of
actual industry conditions. Such statistics are based on market research, which itself is based on sampling and subjective judgments
by both the researchers and the respondents, including judgments about what types of products and transactions should be included
in the relevant market. In addition, the value of comparisons of statistics for different markets is limited by many factors, including
that (i) the markets are defined differently, (ii) the underlying information was gathered by different methods and (iii) different
assumptions were applied in compiling the data. Such data and statistics have not been independently verified, and the Company
makes no representation as to the accuracy or completeness of such data or any assumptions relied upon therein.
This annual report and any other oral or written statements
made by us to the public may contain “forward-looking statements” within the meaning of and subject to the “safe
harbor” provisions of the Private Securities Litigation Reform Act of 1995. This annual report contains forward-looking statements,
including with respect to certain of our plans and current goals and expectations relating to Tenaris’s future financial
condition and performance.
Sections of this annual report that by their nature contain
forward-looking statements include, but are not limited to, Item 3. “Key Information”, Item 4. “Information
on the Company”, Item 5. “Operating and Financial Review and Prospects”, Item 8. “Financial Information”
and Item 11. “Quantitative and Qualitative Disclosure About Market Risk”.
We use words and terms such as “aim”, “will likely
result”, “will continue”, “contemplate”, “seek to”, “future”, “objective”,
“goal”, “should”, “will pursue”, “anticipate”, “estimate”, “expect”,
“project”, “intend”, “plan”, “believe” and words and terms of similar substance
to identify forward-looking statements, but they are not the only way we identify such statements. All forward-looking statements
are management’s present expectations of future events and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the forward-looking statements. These factors include the risks
related to our business discussed under Item 3.D. “Key Information – Risk Factors”, including among them,
the following:
By their nature, certain disclosures relating to these and other
risks are only estimates and could be materially different from what actually occurs in the future. As a result, actual future
gains or losses that may affect our financial condition and results of operations could differ materially from those that have
been estimated. You should not place undue reliance on the forward-looking statements, which speak only as of the date of this
annual report. Except as required by law, we are not under any obligation, and expressly disclaim any obligation to, update or
alter any forward-looking statements, whether as a result of new information, future events or otherwise.
PART I
|
Item 1.
|
Identity of Directors, Senior Management and Advisers
|
Not applicable.
|
Item 2.
|
Offer Statistics and Expected Timetable
|
Not applicable.
|
A.
|
Selected Financial Data
|
The selected consolidated financial data set forth below have
been derived from our audited consolidated financial statements for each of the years and at the dates indicated therein(1).
Our consolidated financial statements were prepared in accordance with IFRS, and were audited by PricewaterhouseCoopers, Société
coopérative, Cabinet de révision agréé (“PwC Luxembourg”), an independent registered
public accounting firm. PwC Luxembourg is a member firm of PwC International Limited (“PwC”). IFRS differs in certain
significant aspects from U.S. GAAP.
For a discussion of the accounting principles affecting the
financial information contained in this annual report, please see “Presentation of Certain Financial and Other Information
– Accounting Principles”.
Thousands of U.S. dollars (except number of
|
|
For the year ended December 31,
|
shares and per share amounts)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
Selected consolidated income statement data (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
7,294,055
|
|
|
|
7,658,588
|
|
|
|
5,288,504
|
|
|
|
4,293,592
|
|
|
|
6,903,123
|
|
Cost of sales
|
|
|
(5,107,495
|
)
|
|
|
(5,279,300
|
)
|
|
|
(3,685,057
|
)
|
|
|
(3,165,684
|
)
|
|
|
(4,747,760
|
)
|
Gross profit
|
|
|
2,186,560
|
|
|
|
2,379,288
|
|
|
|
1,603,447
|
|
|
|
1,127,908
|
|
|
|
2,155,363
|
|
Selling, general and administrative expenses
|
|
|
(1,365,974
|
)
|
|
|
(1,509,976
|
)
|
|
|
(1,270,016
|
)
|
|
|
(1,196,929
|
)
|
|
|
(1,593,597
|
)
|
Other operating income (expenses), net (2)
|
|
|
11,805
|
|
|
|
2,501
|
|
|
|
1,157
|
|
|
|
9,964
|
|
|
|
(395,971
|
)
|
Operating income (loss)
|
|
|
832,391
|
|
|
|
871,813
|
|
|
|
334,588
|
|
|
|
(59,057
|
)
|
|
|
165,795
|
|
Finance income
|
|
|
47,997
|
|
|
|
39,856
|
|
|
|
47,605
|
|
|
|
66,204
|
|
|
|
34,574
|
|
Finance cost
|
|
|
(43,381
|
)
|
|
|
(36,942
|
)
|
|
|
(27,072
|
)
|
|
|
(22,329
|
)
|
|
|
(23,058
|
)
|
Other financial results
|
|
|
14,667
|
|
|
|
34,386
|
|
|
|
(43,550
|
)
|
|
|
(21,921
|
)
|
|
|
3,076
|
|
Income (loss) before equity in earnings (losses) of non-consolidated companies and income tax
|
|
|
851,674
|
|
|
|
909,113
|
|
|
|
311,571
|
|
|
|
(37,103
|
)
|
|
|
180,387
|
|
Equity in earnings (losses) of non-consolidated companies (3)
|
|
|
82,036
|
|
|
|
193,994
|
|
|
|
116,140
|
|
|
|
71,533
|
|
|
|
(39,558
|
)
|
Income before income tax
|
|
|
933,710
|
|
|
|
1,103,107
|
|
|
|
427,711
|
|
|
|
34,430
|
|
|
|
140,829
|
|
Income tax
|
|
|
(202,452
|
)
|
|
|
(229,207
|
)
|
|
|
17,136
|
|
|
|
(17,102
|
)
|
|
|
(234,384
|
)
|
Income (loss) for the year for continuing operations
|
|
|
731,258
|
|
|
|
873,900
|
|
|
|
444,847
|
|
|
|
17,328
|
|
|
|
(93,555
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Result for discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
91,542
|
|
|
|
41,411
|
|
|
|
19,130
|
|
Income (loss) for the year (4)
|
|
|
731,258
|
|
|
|
873,900
|
|
|
|
536,389
|
|
|
|
58,739
|
|
|
|
(74,425
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to (4):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the parent
|
|
|
742,686
|
|
|
|
876,063
|
|
|
|
544,737
|
|
|
|
55,298
|
|
|
|
(80,162
|
)
|
Non-controlling interests
|
|
|
(11,428
|
)
|
|
|
(2,163
|
)
|
|
|
(8,348
|
)
|
|
|
3,441
|
|
|
|
5,737
|
|
Income (loss) for the year (4)
|
|
|
731,258
|
|
|
|
873,900
|
|
|
|
536,389
|
|
|
|
58,739
|
|
|
|
(74,425
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization for continuing operations
|
|
|
(539,521
|
)
|
|
|
(664,357
|
)
|
|
|
(608,640
|
)
|
|
|
(657,109
|
)
|
|
|
(653,313
|
)
|
Weighted average number of shares outstanding
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
Basic and diluted earnings (losses) per share for continuing operations
|
|
|
0.63
|
|
|
|
0.74
|
|
|
|
0.38
|
|
|
|
0.01
|
|
|
|
(0.08
|
)
|
Basic and diluted earnings (losses) per share
|
|
|
0.63
|
|
|
|
0.74
|
|
|
|
0.46
|
|
|
|
0.05
|
|
|
|
(0.07
|
)
|
Dividends per share (5)
|
|
|
0.41
|
|
|
|
0.41
|
|
|
|
0.41
|
|
|
|
0.41
|
|
|
|
0.45
|
|
(1)
|
Following the sale in January
2017 of our steel electric conduit business in North America, known as Republic Conduit, the results of that business are
presented as discontinued operations in accordance with IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations”.
Consequently, all amounts related to discontinued operations within each line item of the consolidated income statement are
reclassified into discontinued operations.
|
(2)
|
Other operating income (expenses), net in
2015 includes an impairment charge of $400 million on our North American welded pipe operations.
|
(3)
|
Equity in earnings (losses) of non-consolidated companies includes
impairment charges on the investment in Usiminas (as such term is defined below) investment of $29 million in 2015.
|
(4)
|
International Accounting Standard No. 1 (“IAS 1”)
(revised) requires that income for the year as shown on the income statement does not exclude non-controlling interests. Earnings
per share, however, continue to be calculated on the basis of income attributable solely to the owners of the parent (i.e.,
the Company).
|
(5)
|
Dividends per share correspond to the dividends proposed or paid
in respect of the year.
|
|
|
At December 31,
|
Thousands of U.S. dollars (except number of shares)
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
Selected consolidated financial position data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
5,670,607
|
|
|
|
5,464,192
|
|
|
|
5,381,154
|
|
|
|
4,817,154
|
|
|
|
5,743,031
|
|
Property, plant and equipment, net
|
|
|
6,090,017
|
|
|
|
6,063,908
|
|
|
|
6,229,143
|
|
|
|
6,001,939
|
|
|
|
5,672,258
|
|
Other non-current assets
|
|
|
3,082,367
|
|
|
|
2,723,199
|
|
|
|
2,787,921
|
|
|
|
3,032,765
|
|
|
|
3,471,685
|
|
Assets of disposal group classified as held for sale
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
151,417
|
|
|
|
-
|
|
Total assets
|
|
|
14,842,991
|
|
|
|
14,251,299
|
|
|
|
14,398,218
|
|
|
|
14,003,275
|
|
|
|
14,886,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
1,780,457
|
|
|
|
1,718,363
|
|
|
|
2,070,899
|
|
|
|
1,713,036
|
|
|
|
1,754,775
|
|
Non-current borrowings
|
|
|
40,880
|
|
|
|
29,187
|
|
|
|
34,645
|
|
|
|
31,542
|
|
|
|
223,221
|
|
Deferred tax liabilities
|
|
|
336,982
|
|
|
|
379,039
|
|
|
|
457,970
|
|
|
|
550,657
|
|
|
|
750,325
|
|
Other non-current liabilities
|
|
|
498,300
|
|
|
|
249,218
|
|
|
|
253,734
|
|
|
|
276,874
|
|
|
|
292,597
|
|
Liabilities of disposal group classified as held for sale
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
18,094
|
|
|
|
-
|
|
Total liabilities
|
|
|
2,656,619
|
|
|
|
2,375,807
|
|
|
|
2,817,248
|
|
|
|
2,590,203
|
|
|
|
3,020,918
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves attributable to owners of the parent
|
|
|
11,988,958
|
|
|
|
11,782,882
|
|
|
|
11,482,185
|
|
|
|
11,287,417
|
|
|
|
11,713,344
|
|
Non-controlling interests
|
|
|
197,414
|
|
|
|
92,610
|
|
|
|
98,785
|
|
|
|
125,655
|
|
|
|
152,712
|
|
Total equity
|
|
|
12,186,372
|
|
|
|
11,875,492
|
|
|
|
11,580,970
|
|
|
|
11,413,072
|
|
|
|
11,866,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
14,842,991
|
|
|
|
14,251,299
|
|
|
|
14,398,218
|
|
|
|
14,003,275
|
|
|
|
14,886,974
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
1,180,537
|
|
|
|
1,180,537
|
|
|
|
1,180,537
|
|
|
|
1,180,537
|
|
|
|
1,180,537
|
|
Number of shares outstanding
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
B.
|
Capitalization and Indebtedness
|
Not applicable.
C.
|
Reasons for the Offer and Use of Proceeds
|
Not applicable.
You should carefully consider the risks and uncertainties
described below, together with all other information contained in this annual report, before making any investment decision. Any
of these risks and uncertainties could have a material adverse effect on our business, revenues, financial condition and results
of operations, which could in turn affect the price of shares and ADSs.
Risks Relating to Our Industry
The COVID-19 pandemic could have an adverse effect of
a magnitude we cannot predict.
A novel strain of coronavirus (SARS-CoV-2) surfaced in China
in December 2019 and subsequently spread to the rest of the world in early 2020. In March 2020, the World Health Organization declared
COVID-19, the disease caused by SARS-CoV-2, a global pandemic. In response to the COVID-19 outbreak, countries have taken different
measures in relation to prevention and containment, and several countries introduced bans on business activities or locked down
cities or countries, including countries where Tenaris has operations (such as Argentina, China, Colombia, Italy, Mexico and the
United States). The rapid expansion of COVID-19 and the measures taken to contain it have triggered a severe fall in global economic
activity and a serious crisis in the energy sector.
Given the uncertainty around the extent and timing of the future
spread of the SARS-CoV-2 virus and the timing or relaxation of protective measures, it is not possible at this time to predict
the magnitude of COVID-19’s effects on any of the world’s economy, the energy industry generally, or Tenaris in particular,
nor is it feasible to reasonably estimate the impact of the pandemic on Tenaris’s operations, results, cash flows or financial
condition. For more information on the impact of the COVID-19 pandemic, see Item 5G. “Operating and Financial Review and
Prospects –Recent Developments - The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s operations
and financial condition.”
Sales and profitability have fallen as a result of downturns
in the international price of oil and gas and other factors and circumstances (including the recent COVID-19 outbreak) affecting
the oil and gas industry, and may continue to be adversely impacted for a prolonged period of time.
We are a global steel pipe manufacturer with a strong focus on
manufacturing products and related services for the oil and gas industry. The oil and gas industry is a major consumer of steel
pipe products worldwide, particularly for products manufactured under high quality standards and demanding specifications. Demand
for steel pipe products from the oil and gas industry has historically been volatile and depends primarily upon the number of oil
and natural gas wells being drilled, completed and reworked, and the depth and drilling conditions of these wells. The level of
exploration, development and production activities of, and the corresponding capital spending by, oil and gas companies, including
national oil companies, depends primarily on current and expected future prices of oil and natural gas and is sensitive to the
industry’s view of future economic growth and the resulting impact on demand for oil and natural gas. Several factors, such
as the supply and demand for oil and gas, and political and global economic conditions, affect these prices. When the price of
oil and gas falls, oil and gas companies generally reduce spending on production and exploration activities and, accordingly, make
fewer purchases of steel pipe products. Major oil-and gas-producing nations and companies have frequently collaborated to balance
the supply (and thus the price) of oil in the international markets. A major vehicle for this collaboration has been the Organization
of Petroleum Exporting Countries (“OPEC”), and many of our customers are state-owned companies in member countries
of OPEC. A more recent factor affecting oil and gas prices has been the ability of producers in the United States and Canada to
rapidly increase production from their reserves of tight oil and shale gas in response to changes in market conditions. For example,
in recent years, Saudi Arabia and Russia have cooperated in trimming crude production to try to counter falling prices resulting
from the increased production in the United States and Canada. While the extent of the effects of COVID-19 on the global economy
and oil demand were still unclear, in March 2020, the members of OPEC+ (OPEC plus other major oil producers including Russia) did
not agree to extend their agreement to cut oil production and Saudi Arabia precipitated a wave of additional supply on the market
triggering a collapse in oil prices below $30 per barrel. This exacerbated what soon became clear to be an unprecedented situation
of oversupply, caused primarily by the sudden and dramatic fall in oil consumption as a result of the measures taken to contain
the spread of the virus around the world. Although OPEC+ subsequently reached an equally unprecedented agreement to cut production
by as much as 9.7 million barrels per day, a situation of acute oversupply remains, causing oil prices to hit a record lows. By
the end of trading on April 20, 2020, the West Texas Intermediate (WTI) forward price for delivery in May, which had to be closed
out the following day, fell to a negative value for the first time in history, as oil storage facilities were completely committed,
and producers were forced to pay buyers to take their barrels. It is not known how long it will take for oil and gas demand to
recover or to achieve a more balanced position between supply and demand. As a result, prices are expected to remain at low levels
for an extended period. In these circumstances, most of our customers have announced, or are making, significant cuts to their
investment plans and are likely to announce further cuts, in which case demand for our products will decline further and have a
material impact on our operations, revenues, profitability and financial condition. For more information on the impact of the COVID-19
pandemic and the oil and gas crisis, see Item 5G. “Operating and Financial Review and Prospects –Recent Developments
- The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s operations and financial condition.”
Competition in the global market for steel pipe products
may cause us to lose market share and hurt our sales and profitability.
The global market for steel pipe products is highly competitive,
with the primary competitive factors being price, quality, service and technology. In recent years, substantial investments have
been made, especially in China but also in the United States, to increase production capacity of seamless steel pipe products,
and as a result there is significant excess production capacity, particularly for “commodity” or standard product grades.
Capacity for the production of more specialized product grades has also increased. At the same time, the high cost and long lead
times required to develop the most complex projects, particularly deepwater and oil sands projects, has led to a slowdown in the
sanctioning of new developments in a context of low and more volatile oil prices. Despite our efforts to develop products and services
that differentiate us from our competitors, reduced demand for steel pipe products from these complex projects means that the competitive
environment is expected to remain intense in the coming years and effective competitive differentiation will be a key success factor
for Tenaris. In addition, there is a risk of unfairly traded steel pipe imports in markets in which Tenaris produces and sells
its products and, despite the application of antidumping duties and tariffs, we can give no assurance with respect to the effectiveness
of these actions. Therefore, we may not continue to compete effectively against existing or potential producers and preserve our
current shares of geographic or product markets, and increased competition may have a material impact on the pricing of our products
and services, which could in turn adversely affect our revenues, profitability and financial condition.
Increases in the cost of raw materials, energy and other
costs, limitations or disruptions to the supply of raw materials and energy, and price mismatches between raw materials and our
products may hurt our profitability.
The manufacture of seamless steel pipe products requires substantial
amounts of steelmaking raw materials and energy; welded steel pipe products, in turn, are processed from steel coils and plates.
The availability and pricing of a significant portion of the raw materials and energy we require are subject to supply and demand
conditions, which can be volatile, and to tariffs and other government regulations, which can affect continuity of supply and prices.
In addition, disruptions, restrictions or limited availability of energy resources in markets where we have significant operations
could lead to higher costs of production and eventually to production cutbacks at our facilities in such markets. For example,
in Mexico, the decrease in the national production of natural gas and constraints in natural gas transportation capacity have led
to increased imports of natural gas which have resulted in increased natural gas transportation costs and, thus, higher steel pipe
production costs. See “Risks Relating to Our Business – Adverse economic or political conditions in the countries where
we operate or sell our products and services may decrease our sales or disrupt our manufacturing operations, thereby adversely
affecting our revenues, profitability and financial condition”. At any given time, we may be unable to obtain an adequate
supply of critical raw materials with price and other terms acceptable to us. The availability and prices of raw materials may
also be negatively affected by new laws and regulations, including import controls, allocation by suppliers, interruptions in production,
accidents or natural disasters, changes in exchange rates, worldwide price fluctuations, and the availability and cost of transportation.
In addition, we may not be able to recover, partially or fully, increased costs of raw materials and energy through increased selling
prices on our products, or it may take an extended period of time to do so, and limited availability could force us to curtail
production, which could adversely affect our sales and profitability.
Our results of operations and financial conditions could
be adversely affected by low levels of capacity utilization.
Like other manufacturers of steel-related products, we have fixed
and semi-fixed costs (e.g., labor and other operating and maintenance costs) that cannot adjust rapidly to fluctuations in product
demand for several reasons, including operational constraints and regulatory restrictions. If demand for our products falls significantly,
or if we unable to operate due to, for example, governmental measures or unavailability of workforce, these costs may adversely
affect our profitability and financial condition. In response to the abrupt and steep downturn of the oil and gas industry, we
have been required to implement cost-containment measures, including reduction of our operating activities in several jurisdictions,
temporary closure of facilities in the United States and review of our capital expenditure plans. Temporary suspensions of operations
or closure of facilities generally lead to layoffs of employees, which may in turn give rise to labor conflicts and impact operations.
Moreover, cost containment measures may also affect profitability and result in charges for asset impairments. For more information
on the impact of the COVID-19 pandemic and the oil and gas crisis, see Item 5G. “Operating and Financial Review and Prospects
–Recent Developments - The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s operations
and financial condition”; and for more information on liquidity and capital resources, see “Item 5G. “Operating
and Financial Review and Prospects —B. Liquidity and Capital Resources - Principal Sources of Funding”.
Climate change legislation or regulations could curtail
demand for fossil fuels and therefore demand for our products and services could be reduced.
We provide products and services to the oil and gas industry,
which is generally blamed for greenhouse gas emissions. There is an increased attention on greenhouse gas emissions and climate
change from different sectors of society. Existing or future legislation and regulations related to greenhouse gas emissions and
climate change, as well as government initiatives to promote the use of alternative energy sources (with many jurisdictions implementing
tax advantages and other subsidies to promote the development of renewable energy sources, or even requiring minimum thresholds
for power generation from renewable sources), may significantly curtail demand for and production of fossil fuels such as oil and
natural gas. These initiatives, together with the growing social awareness regarding climate change and other environmental matters,
have resulted in increased investor and consumer demand for renewable energy and additional compliance requirements for fossil
energy projects, which are likely to become more stringent over time and to result in substantial increases in costs for the oil
and natural gas industry. Furthermore, ongoing technological developments in the renewable energy industry are making renewable
energy increasingly competitive against fossil-fuels. If this trend continues, energy demand could shift increasingly towards “cleaner”
sources such as hydroelectrical, solar, wind and other renewable energies, which would, in turn, reduce demand for oil and natural
gas, thus negatively affecting demand for our products and services and, ultimately, our future results of operations.
Risks Relating to Our Business
Adverse economic or political conditions in the countries
where we operate or sell our products and services may decrease our sales or disrupt our manufacturing operations, thereby adversely
affecting our revenues, profitability and financial condition.
We have significant operations in various countries, including
Argentina, Brazil, Canada, China, Colombia, Indonesia, Italy, Japan, Mexico, Nigeria, Romania, Saudi Arabia and the United States,
and we sell our products and services throughout the world. Additionally, in 2019, we formed a joint venture with PAO Severstal
(“Severstal”), and we are currently building a welded pipe plant in Russia. Therefore, like other companies with worldwide
operations, our business and operations have been, and could in the future be, affected from time to time to varying degrees by
political, economic, social and public health developments and changes in laws and regulations. These developments and changes
may include, among others, nationalization, expropriation or forced divestiture of assets; restrictions on production, imports
and exports; travel, transportation or trade bans; interruptions in the supply of essential energy inputs; exchange and/or transfer
restrictions, inability or increasing difficulties to repatriate income or capital or to make contract payments; inflation; devaluation;
war or other international conflicts; civil unrest and local security concerns, including high incidences of crime and violence
involving drug trafficking organizations that threaten the safe operation of our facilities and operations; direct and indirect
price controls; tax increases and changes (including retroactive) in the interpretation, application or enforcement of tax laws
and other claims or challenges; cancellation of contract rights; and delays or denials of governmental approvals. Both the likelihood
of such occurrences and their overall impact upon us vary greatly from country to country and are not predictable. Realization
of these risks could have an adverse impact on the results of operations and financial condition of our subsidiaries located in
the affected country and, depending on their materiality, on the results of operations and financial condition of Tenaris as a
whole.
Our business and operations in Argentina, from where in 2019
we derived more than 10% of our revenues, including sales to domestic and export markets, may be materially and adversely affected
by economic, political, social, fiscal and regulatory developments, including the following:
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Macroeconomic and political conditions in Argentina may adversely affect our business and operations. Increased state intervention
in the economy, along with the introduction of changes to government policies, could have an adverse effect on our operations and
financial results. Similarly, they could also negatively impact the business and operations of our customers -oil and gas companies
operating in Argentina- and consequently our revenues and profitability.
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Our business and operations in Argentina may be adversely affected by inflation or by the measures that may be adopted by the
government to address inflation. In particular, increases in services and labor costs could negatively affect our results of operations.
In addition, an increased level of labor demands in response to spiraling inflation could trigger higher levels of labor conflicts,
and eventually result in strikes or work stoppages. Any such disruption of operations could have an adverse effect on our operations
and financial results.
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Other developments that may have an adverse effect on our operations
and financial results include increased taxes, exchange controls, restrictions on capital flows and export and import taxes or
restrictions. Additionally, in 2019 the Argentine Central Bank introduced several rules and regulations including restrictions
on capital outflows from Argentina. Argentine subsidiaries are required to repatriate U.S. dollars collected in connection with
exports from Argentina (including U.S. dollars obtained through advance payment and pre-financing facilities) into the country
and convert them into ARS at the official exchange rate, which is generally materially lower that the exchange rate available for
other purposes. The Argentine government tightened its controls on transactions that would represent capital outflows from Argentina,
limiting the ability of Argentine companies to transfer funds outside of Argentina.
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These existing controls, and any additional restrictions of this kind
that may be imposed in the future, could expose us to the risk of losses arising from fluctuations in the ARS/USD exchange rate
or affect our ability to finance our investments and operations in Argentina, or impair our ability to convert and transfer outside
the country funds generated by Argentine subsidiaries to pay dividends or royalties or make other offshore payments. For additional
information on current Argentine exchange controls and restrictions see Item 10.D. “Additional Information – Exchange
Controls – Argentina.”
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In recent years, our operations in Argentina experienced constraints in their electricity and natural gas supply requirements
on many occasions. Shortages of energy and natural gas in Argentina have led in the past (and could lead in the future) to production
cutbacks negatively affecting our revenues and profitability; we could also face increased costs when using alternative sources
of energy.
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In Mexico, from where in 2019 we derived more than 10% of our
revenues, our business could be materially and adversely affected by economic, political, social, fiscal and regulatory developments,
including the following:
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The Mexican government exercises significant influence over the Mexican economy and, therefore, governmental actions concerning
the economy and state-owned enterprises could have a significant impact on Mexico’s private sector and on our Mexican-related
operations. In addition, changes of the United States-Mexico-Canada Agreement (“USMCA”), could adversely affect the
investment climate and economic activity in Mexico, Canada and/or in the United States and impact our results of operations and
net results.
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We have a growing credit exposure to Petróleos Mexicanos S.A. de C.V. (“Pemex”), a Mexican state-owned entity
and our main customer in Mexico. During 2019 and early 2020 we started building a hefty balance of accounts receivable with Pemex,
which started to decrease as a result of large collections recorded as from February 2020. If we are not able to reduce our exposure
to Pemex and Pemex defaults on its payments, our revenues and profitability may be adversely affected. However, Pemex has communicated
to the market and its suppliers, that it has access to ample lines of credit and that in addition it has been able to refinance
part of its maturities for 2020, therefore guaranteeing payment of its obligations to creditors and suppliers alike.
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Our Mexican operations could also be affected by criminal violence, primarily due to the activities of drug cartels and related
organized crime that Mexico has experienced and may continue to experience. The city of Veracruz, where our facility is located,
has experienced several incidents of violence. Although the Mexican government has implemented various security measures and has
strengthened its military and police forces, drug-related crime continues to exist in Mexico. Our business may be materially and
adversely affected by these activities, their possible escalation and the violence associated with them.
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In 2017, 2018 and 2019, our operations in Mexico experienced several days of union-led stoppages due to an internal dispute
within the local union; such internal dispute is ongoing and we cannot assure it will not cause further disruptions in our Mexican
operations.
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In the Middle East and Africa, our business could be adversely
affected by political and other events in the region, such as armed conflicts, terrorist attacks and social unrest, which could
materially impact the operations of companies active in the region’s oil and gas industry.
If we do not successfully implement our business strategy,
our ability to grow, our competitive position and our sales and profitability may suffer.
We plan to continue implementing our business strategy of developing
integrated product and service solutions designed to differentiate our offering from those of our competitors and meet the needs
of our customers for lower operational costs and reliable performance even in the most demanding environments, as well as continuing
to pursue strategic investment opportunities. Any of the components of our overall business strategy could cost more than anticipated,
may not be successfully implemented or could be delayed or abandoned. For example, we may fail to create sufficient differentiation
in our Rig Direct® services to compensate the added costs of providing such services, or fail to find suitable investment opportunities,
including acquisition targets that enable us to continue to grow and improve our competitive position. Even if we successfully
implement our business strategy, it may not yield the expected results.
We could be subject to regulatory risks associated with
our international operations.
The shipment of goods and services across international borders
subjects us to extensive trade laws and regulations. Our import and export activities are governed by customs laws and regulations
in each of the countries where we operate. Moreover, the European Union, the United States and other countries control the import
and export of certain goods and services and impose related import and export recordkeeping and reporting obligations. Those governments
have also imposed economic sanctions against certain countries, persons and other entities, such as sanctions involving sales to
Iran, Syria and Venezuela, that restrict or prohibit transactions involving such countries, persons and entities. Similarly, we
are subject to the U.S. anti-boycott laws. These laws and regulations are complex and frequently changing, and they may be enacted,
amended, enforced or interpreted in a manner that could materially impact our operations. For example, in March 2018, under Section
232 of the Trade Expansion Act of 1962 (“Section 232”), the U.S. imposed a 25% tariff on steel articles imported from
all countries. However, Canada and Mexico, as member states of the USMCA, are exempt from the 25% tariff since May 2019. Additionally,
imports of steel tubes from Australia, Argentina, Brazil and South Korea are exempt from the 25% tariff; the latter three with
specific quotas per product. The U.S. government has also granted the exemption on imports of steel billets from Italy, Mexico
and Romania, to be used at our Bay City mill, for an aggregate annual amount of 435,000 tons until September 2020. Any of these
exemptions may be revoked or not renewed, thus adversely affecting our operations or revenues. In addition, failure to comply with
applicable trade regulations could also result in criminal and civil penalties and sanctions.
Changes in applicable tax regulations and resolutions
of tax disputes could negatively affect our financial results.
We are subject to tax laws in numerous foreign jurisdictions
where we operate. However, the integrated nature of our worldwide operations can produce conflicting claims from revenue authorities
in different countries as to the profits to be taxed in the individual countries, including disputes relating to transfer pricing.
The majority of the jurisdictions in which we operate have double tax treaties with other foreign jurisdictions, which provide
a framework for mitigating the impact of double taxation on our results. However, mechanisms developed to resolve such conflicting
claims are largely untried, and can be expected to be very lengthy.
In recent years, tax authorities around the world have increased
their scrutiny of company tax filings and have become more rigid in exercising any discretion they may have. As part of this,
the Organization for Economic Co-operation and Development (“OECD”) has proposed a number of tax law changes under
its Base Erosion and Profit Shifting (“BEPS”) Action Plans to address issues of transparency, coherence and substance.
At the EU level, the European Commission has adopted its Anti Tax Avoidance Directive (“ATAD”), which seeks to prevent
tax avoidance by companies and to ensure that companies pay appropriate taxes in the markets where profits are effectively made
and business is effectively performed.
Changes to tax laws and regulations in the countries where we
operate require us to continually assess our organizational structure and could lead to increased risk of international tax disputes.
Our interpretations and application of the tax laws could differ from that of the relevant governmental taxing authority, which
could result in the payment of additional taxes, penalties or interest, negatively affecting our profitability and financial condition.
Future acquisitions, strategic partnerships and capital
investments may not perform in accordance with expectations or may disrupt our operations and hurt our profits.
One element of our business strategy is to identify and pursue growth-enhancing
strategic opportunities. As part of that strategy, we regularly make significant capital investments and acquire interests in,
or businesses of, various companies. For example, on January 21, 2019, we completed the acquisition of 47.79% of the shares of
Saudi Steel Pipe Company (“SSPC”), a welded steel pipes producer listed on the Saudi Stock Exchange, for a total purchase
price of approximately $141 million; on February 5, 2019, we reached an agreement with Severstal to build during the coming years,
a welded pipe plant to produce OCTG products in the Surgut area, West Siberia, Russian Federation, with an estimated cost of $280
million, in which Tenaris will hold a 49% interest; and on January 2, 2020, we acquired IPSCO, a wholly-owned subsidiary of PAO
TMK (“TMK”) and a U.S. producer of seamless and welded OCTG and line pipe products, for approximately $1,067 million,
subject to a contractual true-up adjustment based on actual amounts of cash, indebtedness, working capital and certain other items
as of the closing date. Consistent with our growth strategy, we intend to continue considering strategic acquisitions, investments
and partnerships from time to time to expand our operations and establish a local presence in our markets. We must necessarily
base any assessment of potential acquisitions, joint ventures and capital investments on assumptions with respect to timing, profitability,
market and customer behavior and other matters that may subsequently prove to be incorrect. For example, we negotiated the terms
for the acquisition of IPSCO in early 2019 based on assumptions made at that time, but due to the length of the antitrust review
process, we were able to complete the acquisition only in 2020 under materially worse market circumstances. For more information
on IPSCO’ acquisition see note 35 “Subsequent Events – Acquisition of IPSCO Tubulars, Inc.” and note 36
“Update as of April 29, 2020 - Acquisition of IPSCO Tubulars, Inc.” to our audited consolidated financial statements
included in this annual report, and for information on impairment charges on our U.S. operations see Item 5G. “Operating
and Financial Review and Prospects – Recent Developments – The COVID-19 pandemic and the oil & gas crisis and their
impact on Tenaris’s operations and financial condition.”. Our past or future acquisitions, significant investments
and alliances may not perform in accordance with our expectations and could adversely affect our operations and profitability.
In addition, new demands on our existing organization and personnel resulting from the integration of new acquisitions could disrupt
our operations and adversely affect our operations and profitability. Moreover, as part of future acquisitions, we may acquire
assets that are unrelated to our business, and we may not be able to integrate these assets or sell them under favorable terms
and conditions.
Disruptions to our manufacturing processes could adversely
affect our operations, customer service levels and financial results.
Our steel pipe manufacturing processes depend on the operation
of critical steelmaking equipment, such as electric arc furnaces, continuous casters, rolling mills, heat treatment and various
operations that support them, such as our power generation facilities. Despite the investments we make to maintain critical production
equipment, such equipment may incur downtime as a result of unanticipated failures or other events, such as fires, explosions,
floods, accidents and severe weather conditions.
Similarly, natural disasters or severe weather conditions could
significantly damage our production facilities and general infrastructure or affect the normal course of business. For example,
our Mexican production facility located in Veracruz is located in or close to regions prone to earthquakes, and our Bay City facility
in Texas, United States is located in an area prone to strong winds and hurricanes, and occasional floods. More generally, changing
weather patterns and climatic conditions in recent years have added to the unpredictability and frequency of natural disasters.
Our operations may also be adversely affected as a result of
stoppages or other labor conflicts. In 2017, 2018 and 2019, our operations in Mexico experienced several days of union-led stoppages
due to an internal dispute within the local union; such internal dispute is ongoing and we cannot assure it will not cause further
disruptions in Mexico. In addition, in some of the countries in which we have significant production facilities (e.g., Argentina
and Brazil), significant fluctuations in exchange rates, together with inflationary pressures, affect our costs, increase labor
demands and could eventually generate higher levels of labor conflicts.
Following the COVID-19 outbreak, some of our facilities
have been affected, and may continue to be affected, by shutdowns or other restrictions mandated by governmental authorities
or otherwise adopted as a preventive measure, or by the unavailability of workforce. For more information on the status of
our operations see Item 5G. “Operating and Financial Review and Prospects – Recent Developments - The COVID-19
pandemic and the oil & gas crisis and their impact on Tenaris’s operations and financial condition.”
Some of the previously described emergency situations could result
in damage to property, delays in production or shipments and, in extreme cases, death or injury to persons. Any of the foregoing
could create liability for Tenaris. To the extent that lost production or delays in shipments cannot be compensated for by unaffected
facilities, such events could have an adverse effect on our profitability and financial condition. Additionally, we do not carry
business interruption insurance, and the insurance we maintain for property damage and general liability may not be adequate or
available to protect us under such events, its coverage may be limited, or the amount of our insurance may be less than the related
loss. For more information on our insurance coverage see Item 4.B. “Information on the Company – B. Business overview
– Insurance”.
We may be required to record a significant charge to earnings
if we must reassess our goodwill or other assets as a result of changes in assumptions underlying the carrying value of certain
assets, particularly as a consequence of deteriorating market conditions.
Assets that are subject to amortization are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets with indefinite
useful life, including goodwill, are subject to at least an annual impairment test. At December 31, 2019 we had $1,320 million
in goodwill corresponding mainly to the acquisition of Hydril Company (“Hydril”) in 2007 ($920 million) and Maverick
Tube Corporation (“Maverick”) in 2006 ($229 million). We recognized goodwill for approximately
$357 million in connection with our acquisition of IPSCO. As a result of the severe deterioration of business conditions
and in light of the presence of impairment indicators for its U.S. operations, Tenaris recorded impairment charges as at March
31, 2020, for an aggregate amount of approximately $622 million. For more information on impairment charges on our U.S. operations
see Item 5G. “Operating and Financial Review and Prospects –Recent Developments - The COVID-19 pandemic and the oil
& gas crisis and their impact on Tenaris’s operations and financial condition.”
Our results of operations and financial condition could
be adversely affected by movements in exchange rates.
As a global company we manufacture and sell products in a number
of countries throughout the world and a portion of our business is carried out in currencies other than the U.S. dollar, which
is the Company’s functional and presentation currency. As a result, we are exposed to foreign exchange rate risk. Changes
in currency values and foreign exchange regulations could adversely affect our financial condition and results of operations. For
information on our foreign exchange rate risk, please see Item 11. “Quantitative and Qualitative Disclosure About Market
Risk – Foreign Exchange Rate Risk”.
If we do not comply with laws and regulations designed
to combat corruption in countries in which we sell our products, we could become subject to governmental investigations, fines,
penalties or other sanctions and to private lawsuits and our sales and profitability could suffer.
We operate globally and conduct business in certain countries
known to experience corruption. Although we are committed to conducting business in a legal and ethical manner in compliance with
local and international statutory requirements and standards applicable to our business, there is a risk that our employees, representatives,
affiliates, or other persons may take actions that violate applicable laws and regulations that generally prohibit the making of
improper payments, including to foreign government officials, for the purpose of obtaining or keeping business, including laws
relating to the 1997 OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions such
as the U.S. Foreign Corrupt Practices Act (“FCPA”). Investigations by government authorities may occupy considerable
management time and attention and result in significant expenditures, fines, penalties or other sanctions, as well as private lawsuits.
For information on matters related to an ongoing
investigation in connection with certain allegedly improper payments in Brazil, please refer to Item 8. A.
“Consolidated and Other Financial Information – Legal Proceedings”.
The cost of complying with environmental regulations and
potential environmental and product liabilities may increase our operating costs and negatively impact our business, financial
condition, results of operations and prospects.
We are subject to a wide range of local, provincial and national
laws, regulations, permit requirements and decrees relating to the protection of human health and the environment, including laws
and regulations relating to hazardous materials and radioactive materials and environmental protection governing air emissions,
water discharges and waste management. Laws and regulations protecting the environment have become increasingly complex and more
stringent and expensive to implement in recent years. Additionally, international environmental requirements vary. While standards
in the European Union, Canada, and Japan are generally comparable to U.S. standards, other nations, particularly developing nations,
including China, have substantially lesser requirements that may give competitors in such nations a competitive advantage. It is
possible that any international agreement to regulate emissions may provide exemptions and lesser standards for developing nations.
In such case, we may be at a competitive disadvantage relative to competitors having more or all of their production in such developing
nations.
Environmental laws and regulations may, in some cases, impose
strict liability rendering a person liable for damages to natural resources or threats to public health and safety without regard
to negligence or fault. Some environmental laws provide for joint and several strict liability for remediation of spills and releases
of hazardous substances. These laws and regulations may expose us to liability for the conduct of or conditions caused by others
or for acts that were in compliance with all applicable laws at the time they were performed.
Compliance with applicable requirements and the adoption of
new requirements could have a material adverse effect on our consolidated financial condition, results of operations or cash flows.
The costs and ultimate impact of complying with environmental laws and regulations are not always clearly known or determinable
since regulations under some of these laws have not yet been promulgated or are undergoing revision. The expenditures necessary
to remain in compliance with these laws and regulations, including site or other remediation costs, or costs incurred as a result
of potential violations of environmental laws could have a material adverse effect on our financial condition and profitability.
While we incur and will continue to incur expenditures to comply with applicable laws and regulations, there always remains a risk
that environmental incidents or accidents may occur that may negatively affect our reputation or our operations.
Our oil and gas casing, tubing and line pipe products are sold
primarily for use in oil and gas drilling, gathering, transportation, processing and power generation facilities, which are subject
to inherent risks, including well failures, line pipe leaks, blowouts, bursts and fires, that could result in death, personal injury,
property damage, environmental pollution or loss of production. Any of these hazards and risks can result in environmental liabilities,
personal injury claims and property damage from the release of hydrocarbons.
Defects in specialty tubing products could result in death,
personal injury, property damage, environmental pollution, damage to equipment and facilities or loss of production.
We normally warrant the oilfield products and specialty tubing
products we sell or distribute in accordance with customer specifications, but as we pursue our business strategy of providing
customers with additional services, such as Rig Direct®, we may be required to warrant that the goods we sell and services
we provide are fit for their intended purpose. Actual or claimed defects in our products may give rise to claims against us for
losses suffered by our customers and expose us to claims for damages. The insurance we maintain will not be available in cases
of gross negligence or willful misconduct, in other cases may not be adequate or available to protect us in the event of a claim,
its coverage may be limited, canceled or otherwise terminated, or the amount of our insurance may be less than the related impact
on enterprise value after a loss. Similarly, our sales of tubes and components for the automotive industry subject us to potential
product liability risks that could extend to being held liable for the costs of the recall of automobiles sold by car manufacturers
and their distributors.
Limitations on our ability to protect our intellectual
property rights, including our trade secrets, could cause a loss in revenue and any competitive advantage we hold.
Some of our products or services, and the processes we use to
produce or provide them, have been granted patent protection, have patent applications pending, or are trade secrets. Our business
may be adversely affected if our patents are unenforceable, the claims allowed under our patents are not sufficient to protect
our technology, our patent applications are denied or our trade secrets are not adequately protected. Our competitors may be able
to develop technology independently that is similar to ours without infringing on our patents or gaining access to our trade secrets,
which could adversely affect our financial condition, results of operations and cash flows.
Cyberattacks could have a material adverse impact on our
business and results of operation.
We rely heavily on information systems to conduct our business.
Although we devote significant resources to protect our systems and data, we have experienced and will continue to experience varying
degrees of cyber incidents in the normal conduct of our business, which may occasionally include sophisticated cybersecurity threats
such as unauthorized access to data and systems, loss or destruction of data, computer viruses or other malicious code, phishing,
spoofing and/or cyberattacks. These threats often arise from numerous sources, not all of which are within our control, such as
fraud or malice from third parties, including fraud involving business email compromises, failures of computer servers or other
accidental technological failures, electrical or telecommunication outages or other damage to our property or assets. For example,
in 2019, we suffered five spoofing attempts with no material impact on results. Given the rapidly evolving nature of cyber threats,
there can be no assurance that the systems we have designed to prevent or limit the effects of cyber incidents or attacks will
be sufficient to prevent or detect such incidents or attacks, or to avoid a material adverse impact on our systems when such incidents
or attacks do occur. While we attempt to mitigate these risks, we remain vulnerable to additional known or unknown threats, including
theft, misplacement or loss of data, programming errors, employee errors and/or dishonest behavior that could potentially lead
to the compromising of sensitive information, improper use of our systems or networks, as well as unauthorized access, use, disclosure,
modification or destruction of such information, systems and/or networks. If our systems for protecting against cybersecurity risks
are circumvented or breached, this could also result in disruptions to our business operations (including but not limited to, defective
products or production downtimes), access to our financial reporting systems, the loss of access to critical data or systems, misuse
or corruption of critical data and proprietary information (including our intellectual property and customer data), as well as
damage to our reputation with our customers and the market, failure to meet customer requirements, customer dissatisfaction and/or
other financial costs and losses. In addition, given that cybersecurity threats continue to evolve, we may be required to devote
additional resources in the future to enhance our protective measures or to investigate and/or remediate any cybersecurity vulnerabilities.
Moreover, any investigation of a cyberattack would take time before completion, during which we would not necessarily know the
extent of the actual or potential harm or how best to remediate it, and certain errors or actions could be repeated or compounded
before duly discovered and remediated (all or any of which could further increase the costs and consequences arising out of such
cyberattack). Tenaris does not maintain any specific insurance coverage to protect against cybersecurity risks.
Risks Relating to the Structure of the Company
The Company’s dividend payments depend on the results of operations and financial condition of its
subsidiaries and could be affected by legal, contractual or other limitations or tax changes.
The Company is a holding company and conducts all its operations
through subsidiaries. Dividends or other intercompany transfers of funds from those subsidiaries are the Company’s primary
source of funds to pay its expenses, debt service and dividends and to repurchase shares or ADSs.
The ability of the Company’s subsidiaries to pay dividends
and make other payments to us will depend on their results of operations and financial condition and could be restricted by applicable
corporate and other laws and regulations, including those imposing foreign exchange controls or restrictions on the repatriation
of capital or the making of dividend payments, and agreements and commitments of such subsidiaries. If earnings and cash flows
of the Company’s operating subsidiaries are substantially reduced, including as a result of deteriorating market conditions,
the Company may not be in a position to meet its operational needs or to pay dividends. For information concerning potential restrictions
on our ability to collect dividends from certain subsidiaries, see “Risks Relating to Our Business – Adverse economic
or political conditions in the countries where we operate or sell our products and services may decrease our sales or disrupt our
manufacturing operations, thereby adversely affecting our revenues, profitability and financial condition” and “Item
5G. “Operating and Financial Review and Prospects –Recent Developments – Annual Dividend Proposal”.
The Company’s ability to pay dividends to shareholders is subject to legal and other requirements
and restrictions in effect at the holding company level. For example, the Company may only pay dividends out of net profits, retained
earnings and distributable reserves and premiums, each as defined and calculated in accordance with Luxembourg law and regulations.
The Company’s controlling shareholder may be able
to take actions that do not reflect the will or best interests of other shareholders.
As of the date of this annual report, San Faustin beneficially
owned 60.45% of our outstanding voting shares. Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin (“RP
STAK”), holds voting rights in San Faustin sufficient to control San Faustin. As a result, RP STAK is indirectly able to
elect a substantial majority of the members of the Company’s board of directors and has the power to determine the outcome
of most actions requiring shareholder approval, including, subject to the requirements of Luxembourg law, the payment of dividends.
The decisions of the controlling shareholder may not reflect the will of other shareholders. In addition, the Company’s articles
of association permit the Company’s board of directors to waive, limit or suppress preemptive rights in certain cases. Accordingly,
the Company’s controlling shareholder may cause its board of directors to approve in certain cases an issuance of shares
for consideration without preemptive rights, thereby diluting the minority interest in the Company. See “Risks Relating to
shares and ADSs – Holders of shares and ADSs in the United States may not be able to exercise preemptive rights in certain
cases”.
Risks Relating to shares and ADSs
Holders of shares or ADSs may not have access to as much
information about us as they would in the case of a domestic issuer.
There may be less publicly available information about us than
is regularly published by or about domestic issuers. Also, corporate and securities regulations governing Luxembourg companies
may not be as extensive as those in effect in other jurisdictions and U.S. securities regulations applicable to foreign private
issuers, such as the Company, differ in certain respects from those applicable to U.S. domestic issuers. Furthermore, IFRS, the
accounting standards in accordance with which we prepare our consolidated financial statements, differ in certain material aspects
from U.S. GAAP.
Holders of ADSs may not be able to exercise, or may encounter
difficulties in the exercise of, certain rights afforded to shareholders.
Certain shareholders’ rights under Luxembourg law, including the
rights to participate and vote at general meetings of shareholders, to include items on the agenda for the general meetings of
shareholders, to receive dividends and distributions, to bring actions, to examine our books and records and to exercise appraisal
rights may not be available to holders of ADSs, or may be subject to restrictions and special procedures for their exercise, as
holders of ADSs only have those rights that are expressly granted to them in the deposit agreement. Deutsche Bank Trust Company
Americas, as depositary under the ADS deposit agreement, or the Depositary, through its custodian agent, is the registered shareholder
of the deposited shares underlying the ADSs, and therefore only the Depositary can exercise the shareholders’ rights in connection
with the deposited shares. For example, if we make a distribution in the form of securities, the Depositary is allowed, at its
discretion, to sell the right to acquire those securities on your behalf and instead distribute the net proceeds to you. Also,
under certain circumstances, such as our failure to provide the Depositary with properly completed voting instructions on a timely
basis, you may not be able to vote at general meetings of shareholders by giving instructions to the Depositary. If the Depositary
does not receive voting instructions from the holder of ADSs by the prescribed deadline, or the instructions are not in proper
form, then the Depositary shall deem such holder of ADSs to have instructed the Depositary to vote the underlying shares represented
by ADSs in favor of any proposals or recommendations of the Company (including any recommendation by the Company to vote such underlying
shares on any given issue in accordance with the majority shareholder vote on that issue), for which purposes the Depositary shall
issue a proxy to a person appointed by the Company to vote such underlying shares represented by ADSs in favor of any proposals
or recommendations of the Company. Under the ADS deposit agreement, no instruction shall be deemed given and no proxy shall be
given with respect to any matter as to which the Company informs the Depositary that (i) it does not wish such proxy given,
(ii) it has knowledge that substantial opposition exists with respect to the action to be taken at the meeting, or (iii) the
matter materially and adversely affects the rights of the holders of ADSs.
Holders of shares and ADSs in the United States may not
be able to exercise preemptive rights in certain cases.
Pursuant to Luxembourg corporate law, existing shareholders
of the Company are generally entitled to preferential subscription rights (preemptive rights) in the event of capital increases
and issues of shares against cash contributions. Under the Company’s articles of association, the board of directors has
been authorized to waive, limit or suppress such preemptive subscription rights. Although the validity period of such authorization
will expire on June 5, 2020, the board of directors has convened an extraordinary meeting of shareholders to be held on June 2,
2020, which will consider the renewal of such authorization for an additional five year-period. Notwithstanding the waiver of
any preemptive subscription rights, any issuance of shares for cash within the limits of the authorized share capital shall be
subject to the pre-emptive subscription rights of existing shareholders, except (i) any issuance of shares (including without
limitation, the direct issuance of shares or upon the exercise of options, rights convertible into shares, or similar instruments
convertible or exchangeable into shares) against a contribution other than in cash; and (ii) any issuance of shares (including
by way of free shares or at discount), up to an amount of 1.5% of the issued share capital of the Company, to directors, officers,
agents, employees of the Company, its direct or indirect subsidiaries or its affiliates (or, collectively, the Beneficiaries),
including without limitation, the direct issuance of shares or upon the exercise of options, rights convertible into shares or
similar instruments convertible or exchangeable into shares, issued for the purpose of compensation or incentive of the Beneficiaries
or in relation thereto (which the board of directors shall be authorized to issue upon such terms and conditions as it deems fit).
Holders of ADSs in the United States may, in any event, not
be able to exercise any preemptive rights, if granted, for shares underlying their ADSs unless additional shares and ADSs are registered
under the U.S. Securities Act of 1933, as amended, (“Securities Act”), with respect to those rights, or an exemption
from the registration requirements of the Securities Act is available. We intend to evaluate, at the time of any rights offering,
the costs and potential liabilities associated with the exercise by holders of shares and ADSs of the preemptive rights for shares,
and any other factors we consider appropriate at the time, and then to make a decision as to whether to register additional shares.
We may decide not to register any additional shares, requiring a sale by the Depositary of the holders’ rights and a distribution
of the proceeds thereof. Should the Depositary not be permitted or otherwise be unable to sell preemptive rights, the rights may
be allowed to lapse with no consideration to be received by the holders of the ADSs.
It may be difficult to enforce judgments against us outside
Luxembourg.
The Company is a société anonyme organized
under the laws of Luxembourg, and most of its assets are located in other jurisdictions. Furthermore, most of the Company’s
directors and officers named in this annual report reside in different jurisdictions. As a result, investors may not be able to
effect service of process upon us or our directors or officers. Investors may also not be able to enforce against us or our directors
or officers in the investors’ domestic courts, judgments predicated upon the civil liability provisions of the domestic laws
of the investors’ home countries. Likewise, it may be difficult for investors not domiciled in Luxembourg to bring an original
action in a Luxembourg court predicated upon the civil liability provisions of other securities laws, including U.S. federal securities
laws, against the Company, its directors and officers. There is also uncertainty with regard to the enforceability of original
actions of civil liabilities predicated upon the civil liability provisions of securities laws, including U.S. federal securities
laws, outside the jurisdiction where such judgments have been rendered; and enforceability will be subject to compliance with procedural
requirements under applicable local law, including the condition that the judgment does not violate the public policy of the applicable
jurisdiction.
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Item 4.
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Information on the Company
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Overview
We are the leading manufacturer of pipes and related services for
the world's energy industry and certain other industrial applications. Our manufacturing system integrates steelmaking, pipe rolling
and forming, heat treatment, threading and finishing across 18 countries. We also have a research and development (“R&D”)
network focused on enhancing our product portfolio and improving our production processes. Our team, based in more than 30 countries
worldwide, is united by a passion for excellence in everything we do.
Through our integrated, worldwide network of seamless and welded
manufacturing facilities, service centers and R&D centers, we work with customers to meet their needs, upholding the highest
standards of safety, quality and performance.
Our mission is to deliver value to our customers through product
and process innovation, manufacturing excellence, supply chain integration, technical assistance and customer service, aiming to
reduce risk and costs, increase flexibility and improve time-to-market. Wherever we operate, we are committed to safety and minimizing
our impact on the environment, providing opportunities for our people, and contributing to the sustainable development of our communities.
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A.
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History and Development of the Company
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The Company
Our holding company’s legal and commercial name is Tenaris
S.A. The Company was established as a société anonyme organized under the laws of the Grand Duchy of Luxembourg
on December 17, 2001. The Company’s registered office is located at 26 Boulevard Royal, 4th Floor, L-2449,
Luxembourg, telephone (352) 2647-8978. Its agent for U.S. federal securities law purposes is Tenaris Global Services (U.S.A.)
Corporation (“TEUS”), located at 2200 West Loop South, Suite 800, Houston, TX 77027.
Tenaris
Tenaris began with the formation of Siderca S.A.I.C. (“Siderca”),
the sole Argentine producer of seamless steel pipe products, by San Faustin’s predecessor in Argentina in 1948. We acquired
Siat S.A., an Argentine welded steel pipe manufacturer, in 1986. We grew organically in Argentina and then, in the early 1990s,
began to evolve beyond this initial base into a global business through a series of strategic investments. As of the date of this
annual report, our investments include controlling or strategic interests in:
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Tubos de Acero de México S.A. (“Tamsa”), the sole Mexican producer of seamless
steel pipe products;
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Dalmine S.p.A. (“Dalmine”), a leading Italian producer of seamless steel pipe products;
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Confab Industrial S.A. (“Confab”), the leading Brazilian producer of welded steel pipe
products;
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NKKTubes K.K. (“NKKTubes”), a leading Japanese producer of seamless steel pipe products;
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Algoma Tubes Inc. (“AlgomaTubes”), the sole Canadian producer of seamless steel pipe products;
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S.C. Silcotub S.A. (“Silcotub”), a leading Romanian producer of seamless steel pipe products;
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Maverick, a U.S. producer of welded steel pipe products;
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Prudential Steel Ltd. (“Prudential”), a welded pipe mill producing OCTG, and line pipe
products in Canada;
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Tenaris TuboCaribe Ltda. (“TuboCaribe”), a welded mill producing OCTG products including
finishing of welded and seamless pipes, line pipe products and a couplings facility in Colombia;
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Hydril, a North American manufacturer of premium connection products for oil and gas drilling production;
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PT Seamless Pipe Indonesia Jaya (“SPIJ”), an Indonesian OCTG processing business with
heat treatment and premium connection threading facilities;
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Tenaris Qingdao Steel Pipes Ltd. (“Tenaris Qingdao”), a Chinese producer of premium joints
and couplings;
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Pipe Coaters Nigeria Ltd. (“Pipe Coaters”) the leading company in the Nigerian coating
industry;
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Ternium S.A. (“Ternium”), one of the leading flat steel producers of the Americas with
operating facilities in Mexico, Brazil, Argentina, Colombia, the southern United States and Central America;
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Usinas Siderúrgicas de Minas Gerais S.A. (“Usiminas”), a Brazilian producer of
high quality flat steel products used in the energy, automotive and other industries;
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Techgen S.A. de C.V. (“Techgen”), an electric power plant in Mexico;
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sucker rod businesses, in various countries;
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Tenaris Bay City Inc. (“Tenaris Bay City”), a state-of-the-art seamless pipe mill in Bay
City, Texas; and
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SSPC, a Saudi producer of welded steel pipe products.
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On January 2, 2020, we acquired IPSCO, a
North American manufacturer of seamless and welded steel pipes. For more information on IPSCO’s acquisition, see Item 5G.
“Operating and Financial Review and Prospects – Recent Developments – Acquisition of IPSCO Tubulars Inc.”,
as well as note 35 “Subsequent Events – Acquisition of IPSCO Tubulars, Inc.” and note 36 “Update as of
April 29, 2020 - Acquisition of IPSCO Tubulars, Inc.” to our audited consolidated financial statements included in this
annual report.
Moreover, we are currently building a welded
pipe plant in West Siberia, Russian Federation as part of our joint venture with Severstal.
In addition, we have established a global
network of pipe finishing, distribution and service facilities with a direct presence in most major oil and gas markets and a global
network of research and development centers.
For information on Tenaris’s principal capital expenditures
and divestitures, see Item 4.B. “Information on the Company – Business Overview – Capital Expenditure Program”.
Our business strategy is to consolidate our position as a leading
global supplier of integrated product and service solutions to the energy and other industries by:
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pursuing strategic investment opportunities in order to further strengthen our presence in local and global markets;
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expanding our comprehensive range of products and developing new products designed to meet the needs of customers operating
in challenging environments;
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enhancing our Rig Direct® offer of technical and pipe management services designed to enable customers to optimize their
selection and use of our products and reduce their overall operating costs; and
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securing an adequate supply of production inputs and reducing the manufacturing costs of our core products.
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Pursuing strategic investment opportunities
and alliances
We have a solid record of growth through strategic investments
and acquisitions. We pursue selective strategic investments and acquisitions as a means to expand our operations and presence in
select markets, enhance our global competitive position and capitalize on potential operational synergies. For example:
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In January 2019 we acquired a 47.79% interest in SSPC, a welded
steel pipes producer located in Saudi Arabia.
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In February 2019, we entered into a joint venture with Severstal and we are currently building a welded pipe
plant in West Siberia, Russian Federation.
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In January 2020, we acquired IPSCO, a U.S. manufacturer of steel
pipes, from TMK. The acquisition price was determined on a cash-free, debt-free basis, and the amount paid in cash at the closing,
following contractual adjustments for cash, indebtedness, working capital and certain other items as estimated by the seller as
of the closing date, was US$1,067 million. The final acquisition price is subject to a contractual true-up adjustment based on
actual amounts of cash, indebtedness, working capital and certain other items as of the closing date. IPSCO’s facilities
are located mainly in the midwestern and northeastern regions of the country. IPSCO’s steel shop in Koppel, Pennsylvania,
is Tenaris’s first in the United States, providing vertical integration through domestic production of a relevant part of
its steel bar needs. Its Ambridge, Pennsylvania, mill adds a second seamless manufacturing facility and complements Tenaris’s
seamless plant in Bay City, Texas. Our track record on companies’ acquisitions is described above (see “History and
Development of the Company – Tenaris”).
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Expanding our range of products
We have developed an extensive range of high-value products
suitable for most of our customers’ operations using our network of specialized research and testing facilities and by investing
in our manufacturing facilities. As our customers expand their operations, we seek to supply high-value products that reduce costs
and enable them to operate safely in challenging environments, including for complex offshore and unconventional operations.
Enhancing our offer of technical and pipe management services
- Rig Direct® - and extending their global deployment
We continue to enhance our offer of Rig Direct® services, and
extend their deployment worldwide. For many years, we have provided these services, managing customer inventories and directly
supplying pipes to their rigs on a just-in-time basis, complemented by technical advice and assistance on the selection of materials
and their use in the field, in markets like Mexico and Argentina. In response to changes in market conditions and the increased
focus of customers on reducing costs and improving the efficiency of their operations, the deployment of our Rig Direct® services
was extended throughout North America and in other markets around the world (e.g. North Sea, Romania, Indonesia and, most recently,
the UAE). Through the provision of Rig Direct® services, we seek to integrate our operations with those of our customers using
digital technologies to shorten the supply chain and simplify operational and administrative processes, as well as technical services
for well planning and well integrity, to reduce costs, improve safety and minimize environmental impact. They are also intended
to differentiate us from our competitors and further strengthen our relationships with customers worldwide through long-term agreements.
Securing inputs for our manufacturing operations
We seek to secure our existing sources of raw material and energy
inputs, and to gain access to new sources of low-cost inputs which can help us maintain or reduce the cost of manufacturing our
core products over the long term. We aim to achieve a vertically integrated value chain for our production. To this end, we purchase
most of our supplies through Exiros, a specialized procurement company whose ownership we share with Ternium. Exiros offers us
integral procurement solutions, supplier sourcing activities; category organized purchasing; suppliers’ performance administration;
and inventory management. Moreover, since 2014, we have an agreement with our affiliates Ternium and Tecpetrol International S.A.
(“Tecpetrol”) (a wholly-owned subsidiary of San Faustin, the controlling shareholder of both Tenaris and Ternium) to
operate a natural gas-fired combined cycle electric power plant in Mexico for the supply of Tenaris’s and Ternium’s
respective Mexican industrial facilities. The company started producing energy in December 2016 with a power capacity of 900 megawatts.
For more information on the power plant, see note 12 c) “Investments in non-consolidated companies – Techgen S.A. de
C.V.” to our audited consolidated financial statements included in this annual report. For more information on the Company’s
commitments under the power plant, see item 5.E. “Operating and Financial Review and Prospects - Off-Balance Sheet Arrangements”.
Our Competitive Strengths
We believe our main competitive strengths include:
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our global production, commercial and distribution capabilities, offering a full product range with flexible supply options
backed up by local service capabilities in important oil and gas producing and industrial regions around the world;
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our ability to develop, design and manufacture technologically advanced products;
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our solid and diversified customer base and historic relationships with major international oil and gas companies around the
world, and our strong and stable market shares in most of the countries in which we have manufacturing operations;
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our proximity to our customers;
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our human resources around the world with their diverse knowledge and skills;
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our low-cost operations, primarily at state-of-the-art, strategically located production facilities with favorable access to
raw materials, energy and labor, and more than 60 years of operating experience; and
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our strong financial condition.
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Business Segments
Tenaris has one major business segment, “Tubes”,
which is also the reportable operating segment.
The Tubes segment includes the production and sale of both
seamless and welded steel tubular products and related services mainly for the oil and gas industry, particularly OCTG used in
drilling operations, and for other industrial applications with production processes that consist in the transformation of steel
into tubular products. Business activities included in this segment are mainly dependent on the oil and gas industry worldwide,
as this industry is a major consumer of steel pipe products, particularly OCTG used in drilling activities. Demand for steel pipe
products from the oil and gas industry has historically been volatile and depends primarily upon the number of oil and natural
gas wells being drilled, completed and reworked, and the depth and drilling conditions of such wells. Sales are generally made
to end users, with exports being done through a centrally managed global distribution network and domestic sales made through
local subsidiaries. Corporate general and administrative expenses have been allocated to the Tubes segment.
The “Others” segment includes all other business activities
and operating segments that are not required to be separately reported, including the production and selling of sucker rods, industrial
equipment, coiled tubing, heat exchangers, utility conduits for buildings, and the sale of energy and raw materials that exceed
internal requirements.
For more information on our business segments, see “II
C. Accounting Policies – Segment information” to our audited consolidated financial statements included in this annual
report.
Our Products
Our principal finished products are seamless and welded steel
casing and tubing, line pipe and various other mechanical and structural steel pipes for different uses. Casing and tubing are
also known as oil country tubular goods (“OCTG”). We manufacture our steel pipe products in a wide range of specifications,
which vary in diameter, length, thickness, finishing, steel grades, coating, threading and coupling. For more complex applications,
including high pressure and high temperature applications, seamless steel pipes are usually specified and, for some standard applications,
welded steel pipes can also be used.
Casing. Steel casing is used to sustain the walls of
oil and gas wells during and after drilling.
Tubing. Steel tubing is used to conduct crude oil and
natural gas to the surface after drilling has been completed.
Line pipe. Steel line pipe is used to transport crude
oil and natural gas from wells to refineries, storage tanks and loading and distribution centers.
Mechanical and structural pipes. Mechanical and structural
pipes are used by general industry for various applications, including the transportation of other forms of gas and liquids under
high pressure.
Cold-drawn pipe. The cold-drawing process permits the
production of pipes with the diameter and wall thickness required for use in boilers, superheaters, condensers, heat exchangers,
automobile production and several other industrial applications.
Premium joints and couplings. Premium joints and couplings are specially designed connections used
to join lengths of steel casing and tubing for use in high temperature or high pressure environments. A significant portion of
our steel casing and tubing products are supplied with premium joints and couplings. We own an extensive range of premium connections,
and following the integration of the premium connections business of Hydril, we have marketed our premium connection products under
the “TenarisHydril” brand name. In addition, we hold licensing rights to manufacture and sell the Atlas Bradford range
of premium connections outside the United States and, since our acquisition of IPSCO in January 2020, we now own the Ultra range
of premium connections, marketed under the “Ultra” brand, which are used mainly in US onshore applications.
Coiled tubing. Coiled tubing is used for oil and gas
drilling and well workovers and for subsea pipelines.
Other products. We also manufacture sucker rods used
in oil extraction activities and industrial equipment of various specifications and diverse applications, including liquid and
gas storage equipment. In addition, we produce shell and tube heat exchangers for various applications, and we sell energy and
raw materials that exceed our internal requirements.
Production Process and Facilities
We operate relatively low-cost production facilities, which
we believe is the result of:
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state-of-the-art, strategically located plants;
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favorable access to high quality raw materials, energy and labor at competitive costs;
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operating history of more than 60 years, which translates into solid industrial know-how;
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constant benchmarking and best-practices sharing among the different facilities;
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increasing specialization of each of our facilities in specific product ranges; and
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extensive use of information technology in our production processes.
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Our seamless pipes production facilities are located in North and
South America, Europe and Asia and our welded pipes production facilities are located in North and South America and, from January
2019, in Saudi Arabia. In addition, we have tubular accessories facilities, such as sucker rods, in Argentina, Brazil, Mexico,
Romania, and the United States. We produce couplings in Argentina, China, Colombia, Indonesia, Mexico and Romania, and pipe fittings
in Mexico. In addition to our pipe threading and finishing facilities at our integrated pipe production facilities, we also have
pipe threading facilities for steel pipes manufactured in accordance with the specifications of the American Petroleum Institute
(“API”), and premium joints in the United States, Canada, China, Denmark, Ecuador, Kazakhstan, Indonesia, Nigeria,
the United Kingdom and Saudi Arabia.
The following table shows our aggregate installed production
capacity of seamless and welded steel pipes and steel bars at the dates indicated as well as the aggregate actual production volumes
for the periods indicated.
Capacity of welded tubes in 2019 increased in respect to 2018
due to the acquisition of SSPC, while capacity of seamless tubes in 2018 increased in respect to 2017 due to the completion of
Tenaris Bay City, our state-of-the-art pipe mill in Bay City, Texas.
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At or for the year ended December 31,
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2019
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2018
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2017
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Thousands of tons
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Steel Bars
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Effective Capacity (annual) (1)
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3,985
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3,935
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3,835
|
|
Actual Production
|
|
|
2,835
|
|
|
|
3,167
|
|
|
|
2,793
|
|
Tubes – Seamless
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Capacity (annual) (1)
|
|
|
4,300
|
|
|
|
4,300
|
|
|
|
3,680
|
|
Actual Production
|
|
|
2,629
|
|
|
|
2,798
|
|
|
|
2,347
|
|
Tubes – Welded
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective Capacity (annual) (1)
|
|
|
2,980
|
|
|
|
2,620
|
|
|
|
2,620
|
|
Actual Production
|
|
|
671
|
|
|
|
799
|
|
|
|
544
|
|
_______________________________________________________________________________
|
(1)
|
Effective annual production
capacity is calculated based on standard productivity of production lines, theoretical
product mix allocations, the maximum number of possible working shifts and a continued
flow of supplies to the production process.
|
In 2020 our production capacity - for steel bars, seamless and
welded pipes - is expected to increase due to the acquisition of IPSCO. Due to the acquisition of IPSCO, Tenaris owns its first
steel shop in the US. Furthermore, Tenaris integrated IPSCO’s seamless, welded, finishing and threading facilities.
Production Facilities – Tubes
North America
In North America, we have a fully integrated seamless pipe manufacturing
facility, a threading plant and a pipe fittings facility in Mexico, a seamless pipe rolling mill, three welded pipe manufacturing
facilities and three threading plants in the United States, and a seamless pipe rolling mill, a welded pipe manufacturing facility
and one threading plant in Canada.
Mexico
In Mexico, our fully integrated seamless pipe manufacturing
facility is located near the major exploration and drilling operations of Pemex, about 13 kilometers from the port of Veracruz
on the Gulf of Mexico. Situated on an area of 650 hectares, the plant includes two state-of-the-art seamless pipe mills and has
an installed annual production capacity of approximately 1,230,000 tons of seamless steel pipes (with an outside diameter range
of 2 to 20 inches) and 1,200,000 tons of steel bars. The plant is served by two highways and a railroad and is close to the port
of Veracruz, which reduces transportation costs and facilitates product shipments to export markets.
The Veracruz facility comprises:
|
·
|
a steel shop, including an electric arc furnace, refining equipment, vacuum degassing, five-strand continuous caster and a
cooling bed;
|
|
·
|
a multi-stand pipe mill, including a rotary furnace, direct piercing equipment, mandrel mill with retained mandrel, sizing
mill and a cooling bed;
|
|
·
|
a premium quality finishing (“PQF”), technology mill (2 3⁄8 to 7 inches), including
a rotary furnace, direct piercing equipment, mandrel mill with retained mandrel, sizing mill and a cooling bed;
|
|
·
|
a pilger pipe mill, including a rotary furnace, direct piercing equipment, a reheating furnace, sizing mill and a cooling bed;
|
|
·
|
six finishing lines, including heat treatment lines, upsetting machines and threading and inspection equipment;
|
|
·
|
a cold-drawing mill; and
|
|
·
|
an automotive components production center.
|
The major operational units at the Veracruz facility and the
corresponding effective annual production capacity (in thousands of tons per year, except for the auto components facility, which
is in millions of parts) as of December 31, 2019, are as follows:
|
|
Effective Annual Production Capacity
|
|
|
(thousands of tons) (1)
|
Steel Shop
|
|
|
1,200
|
|
Pipe Production
|
|
|
|
|
Multi-Stand Pipe Mill
|
|
|
700
|
|
PQF Mill
|
|
|
450
|
|
Pilger Mill
|
|
|
80
|
|
Cold-Drawing Mill
|
|
|
35
|
|
Auto Components Facility
|
|
|
30
|
|
_____________________________________________
|
(1)
|
Effective annual production
capacity is calculated based on standard productivity of production lines, theoretical
product mix allocations, the maximum number of possible working shifts and a continued
flow of supplies to the production process.
|
In Veracruz, located near our fully integrated seamless pipe
manufacturing facility, we have a threading plant, which produces premium connections and accessories.
In addition to the Veracruz facilities, we operate a manufacturing
facility near Monterrey in the state of Nuevo León, Mexico, for the production of weldable pipe fittings. This facility
has an annual production capacity of approximately 15,000 tons.
In Mexico, beginning in April 2020, Tenaris reduced its activity
following the imposition of mandatory lockdowns, and our plants in Mexico are currently operating at technical minimums. For further
information on the status of our operations see Item 5G. “Operating and Financial Review and Prospects – Recent Developments
- The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s operations and financial condition.”
United States
In the United States we have the following production facilities:
Bay City, Texas: Our 1.2 million square foot greenfield
seamless mill was inaugurated in December 2017. The facility is the result of an investment of $1.8 billion and includes a state-of-the-art
rolling mill with a capacity of approximately 600,000 tons per year (with an outside diameter range of 4 ½ to 9 5/8
inches), as well as finishing and heat treatment lines and a logistics center.
The Bay City facility comprises:
·
|
a retained mandrel
mill premium quality finishing (“PQF”);
|
|
|
·
|
a fully automated
intermediate warehouse;
|
|
|
·
|
a heat treatment
line; and
|
|
|
·
|
a finishing
line.
|
Hickman, Arkansas: This facility, which is our main U.S.
welded production facility and covers an area of 78 hectares, processes steel coils to produce electric resistance welded (“ERW”),
OCTG and line pipe with an outside diameter range from 2 3⁄8 to 16 inches and has an annual production
capacity of approximately 900,000 tons. It includes:
|
·
|
a plant comprising two mills producing 2 3⁄8 through 5 1⁄2
inches API products with two finishing lines and two heat treatment lines;
|
|
·
|
a plant comprising two mills producing 4 1⁄2 through 16 inches API products with two finishing
lines; and
|
|
·
|
a coating facility coating sizes up to 16 inches.
|
Conroe, Texas: A plant located on an area of 47 hectares which processes steel
coils to produce ERW OCTG, with an outside diameter range of 4 1⁄2 to 8 5⁄8
inches with an annual production capacity of approximately 250,000 tons. The facility includes one mill, one heat treatment line
and one finishing line. For efficiency reasons, since December 2019, the plant is not operational.
Counce, Tennessee: A plant located on an area of 54 hectares which processes steel
coils to produce line pipe with an outside diameter range of 4 1⁄2 to 8 5⁄8
inches and has an annual production capacity of approximately 90,000 tons. The plant has one mill and a finishing line capable
of producing line pipe products. For efficiency reasons, the plant is currently not operational and these products are being produced
by our Hickman plant.
Koppel, Pennsylvania: Tenaris’s first steel shop
in the United States providing vertical integration through domestic production of a relevant part of its steel bar needs.
Ambridge, Pennsylvania: The mill adds a second seamless
manufacturing facility and complements the Bay City facility.
Additionally, we have the following threading facilities, which
are mainly dedicated to the finishing of tubes with premium connections:
|
·
|
McCarty: a threading facility in Houston, Texas, which comprises two main production buildings in an area of approximately
20 hectares;
|
|
·
|
Westwego: a threading facility located in Louisiana. In June 2015, we suspended operations at the Westwego facility,
mainly due to the decline in drilling activity driven by the low price of oil; and
|
|
·
|
Bakersfield: a threading facility in California, mainly used as a repair shop.
|
Over the last two months, as a result of the abrupt and steep
decline in market demand for our products, our facilities in Koppel and Ambridge (PA), Brookfield (OH), Blytheville (AR), Wilder
(KY), and Odessa and Baytown (TX), have been temporarily closed until market conditions improve. In addition, Tenaris is in the
process of performing employee reductions and adjusting production levels at its other facilities in line with market demand. For
further information on the status of our operations, see Item 5G. “Operating and Financial Review and Prospects – Recent
Developments - The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s operations and financial
condition.”
Canada
In Canada, we have a seamless steel pipe manufacturing facility
located in Sault Ste. Marie, near the mouth of Lake Superior in the province of Ontario. The facility includes a retained mandrel
mill, a stretch reducing mill and heat treatment and finishing facilities producing seamless pipe products with an outside diameter
range of 3 1/2 to 9 7⁄8 inches. The effective annual production capacity
of the facility is approximately 300,000 tons. We use steel bars produced by our integrated facilities in Romania, Italy, Mexico
and Argentina.
We also own a welded steel pipe manufacturing facility located
in Calgary, Alberta, which processes steel coils into ERW OCTG and line pipe with an outside diameter range of 2 3⁄8
to 12 3⁄4 inches. The facility includes a slitter, three welding lines and four threading lines.
The effective annual production capacity of this plant is approximately 400,000 tons.
In addition, we have a threading facility in Nisku, Alberta,
near the center of Western Canadian drilling area. The facility has ten computer numerical control (“CNC”), lathes
dedicated to premium connections and accessories including related repairs.
South America
In South America, we have a fully integrated seamless pipe facility
in Argentina. In addition, we have welded pipe manufacturing facilities in Argentina, Brazil and Colombia.
Argentina
Our principal manufacturing facility in South America is a fully
integrated plant on the banks of the Paraná river near the city of Campana, approximately 80 kilometers north from the city
of Buenos Aires, Argentina. Situated on over 300 hectares, the plant includes a state-of-the-art seamless pipe facility and has
an effective annual production capacity of approximately 900,000 tons of seamless steel pipe (with an outside diameter range of
1 1⁄4 to 10 3⁄4 inches) and 1,300,000 tons of steel bars.
The Campana facility comprises:
|
·
|
a direct reduced iron (“DRI”) production plant;
|
|
·
|
a steel shop with two production lines, each including an electric arc furnace, refining equipment, four-strand continuous
caster and a cooling bed;
|
|
·
|
two continuous mandrel mills, each including a rotary furnace, direct piercing equipment and a cooling bed and, one of them,
also including a stretch reducing mill;
|
|
·
|
seven finishing lines, including heat treatment lines, upsetting machines, threading and inspection equipment and make-up facilities;
|
|
·
|
a cold-drawing mill; and
|
|
·
|
a port on the Paraná river for the supply of raw materials and the shipment of finished products.
|
In Argentina, until the end of January 2019 we had a 160 megawatt
power generation plant located at San Nicolás that reached the end of its useful life, which together with a smaller thermo-electric
power generating plant located within the Campana facility, was sufficient to supply the electric energy requirements of our steelmaking
facility at Campana. Currently, our energy requirements in Argentina are mainly satisfied from the local market and by the plant
located in Campana.
The major operational units at the Campana facility and corresponding
effective annual production capacity (in thousands of tons per year) as of December 31, 2019, are as follows:
|
|
Effective Annual Production Capacity
|
|
|
(thousands of tons) (1)
|
DRI
|
|
|
960
|
|
Steel Shop
|
|
|
|
|
Continuous Casting I
|
|
|
530
|
|
Continuous Casting II
|
|
|
770
|
|
Pipe Production
|
|
|
|
|
Mandrel Mill I
|
|
|
330
|
|
Mandrel Mill II
|
|
|
570
|
|
Cold-Drawing Mill
|
|
|
20
|
|
___________________________________________
|
(1)
|
Effective annual production
capacity is calculated based on standard productivity of production lines, theoretical
product mix allocations, the maximum number of possible working shifts and a continued
flow of supplies to the production process.
|
In addition to our main integrated seamless pipe facility, we also
have two welded pipe manufacturing facilities in Argentina. One is located at Valentín Alsina, south of the city of Buenos
Aires. This facility includes ERW and submerged arc welding (“SAW”), rolling mills with one spiral line. The facility
was originally opened in 1948 and processes steel coils and plates to produce welded steel pipes with an outside diameter range
of 4 1⁄2 to 80 inches, which are used for the conveying of fluids at low, medium and high pressure
and for mechanical and structural purposes. The facility has an annual production capacity of approximately 350,000 tons. The other
welded facility, located at Villa Constitución in the province of Santa Fe, has an annual production capacity of approximately
80,000 tons of welded pipes with an outside diameter range of 1 to 8 inches.
In Argentina, Tenaris has reduced its activity following the
imposition of mandatory lockdowns that began on March 20, 2020; our plants in Argentina are currently operating at technical minimums.
For further information on the status of our operations see Item 5G. “Operating and Financial Review and Prospects –
Recent Developments - The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s operations and financial
condition.”
Brazil
In Brazil we have the Confab welded pipe manufacturing facility,
located at Pindamonhangaba, 160 kilometers northeast from the city of São Paulo. This facility includes an ERW rolling mill
and a SAW rolling mill with one spiral line and one longitudinal line. The facility, which was originally opened in 1974, processes
steel coils and plates to produce welded steel pipes with an outside diameter range from 5 1⁄2
to 100 inches for various applications, including OCTG and line pipe for oil, petrochemical and gas applications. The facility
also supplies anticorrosion pipe coating made of extruded polyethylene or polypropylene, external and internal fusion bonded epoxy,
thermal insulation, concrete weight coating and paint for internal pipe coating. The facility has an annual production capacity
of approximately 500,000 tons.
Colombia and Ecuador
In Colombia we have TuboCaribe, a pipe manufacturing facility in
Cartagena, on an area of 60 hectares, including a state-of-the-art finishing plant for seamless pipes. The total estimated annual
finishing capacity is approximately 250,000 tons, with an estimated annual ERW production capacity of approximately 140,000 tons.
This facility produces OCTG and line pipe products with an outside diameter range of 2 3⁄8 to
9 5⁄8 inches, and includes two ERW mills, one heat treatment line, one slotting line and three
threading lines, including premium connections capacity. Inspection lines and materials testing laboratories complete the production
facility. A 2 to 42 inches diameter multilayer coating facility complements our line pipe production facilities.
In addition, we have a coupling shop with fifty-four lathes,
ten cutting machines, and two phosphatizing lines. Inspection and finishing lines complete this facility. The shop has an estimated
annual production capacity of 2.3 million pieces, including API and premium threads.
In Colombia, Tenaris has reduced its activity following the
imposition of mandatory lockdowns that began on March 24, 2020, and our plant in Colombia us currently operating at technical
minimums. For further information on the status of our operations, see Item 5G. “Operating and Financial Review and Prospects
– Recent Developments - The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s operations
and financial condition.”
In Ecuador we have a threading and finishing facility with an annual
capacity of 35,000 tons, and a service center which is designed to support our RigDirect® strategy, both situated in Machachi.
Europe
In Europe, we have several seamless pipe manufacturing facilities
in Italy and one in Romania and premium connection threading facilities in Denmark and the United Kingdom.
Italy
Our principal manufacturing facility in Europe is an integrated
plant located in the town of Dalmine, in the industrial area of Bergamo, about 40 kilometers from Milan in northern Italy. Situated
on an area of 150 hectares, the plant includes a state-of-the-art seamless pipe mill and has an annual production capacity of approximately
650,000 tons of seamless steel pipes and 935,000 tons of steel bars.
The Dalmine facility comprises:
|
·
|
a steel shop, including an electric arc furnace, two ladle furnaces, two vacuum degassing and two continuous casters with their
own cooling beds;
|
|
·
|
a continuous floating mandrel mill whose operations have been suspended;
|
|
·
|
a retained mandrel mill with two in-line-high-productivity finishing lines including one heat treatment;
|
|
·
|
a rotary expander with a finishing line including a heat treatment; and
|
|
·
|
two premium connection threading lines.
|
The major operational units at the Dalmine facility and corresponding
effective annual production capacity (in thousands of tons per year) as of December 31, 2019, are as follows:
|
|
Effective Annual Production Capacity
|
|
|
(thousands of tons) (1)
|
Steel Shop
|
|
|
935
|
|
Pipe Production
|
|
|
|
|
Retained Mandrel Mill Medium Diameter (plus Rotary Expander for Large Diameter)
|
|
|
650
|
|
__________________________________________
|
(1)
|
Effective annual production
capacity is calculated based on standard productivity of production lines, theoretical
product mix allocations, the maximum number of possible working shifts and a continued
flow of supplies to the production process.
|
The Dalmine facility manufactures seamless steel pipes with
an outside diameter range of 146 to 711 mm (5.70 to 28.00 inches), mainly from carbon, low alloy and high alloy steels for diverse
applications. The Dalmine facility also manufactures steel bars for processing at our facilities in Italy and elsewhere.
Our production facilities located in Italy have a collective
annual production capacity of approximately 800,000 tons of seamless steel pipes. In addition to the main facility mentioned above,
they include:
|
·
|
the Costa Volpino facility, which covers an area of approximately 31 hectares and comprises a cold-drawing mill and an auto
components facility producing cold-drawn carbon, low alloy and high alloy steel pipes with an outside diameter range of 12 to 380
mm (0.47 to 15 inches), mainly for automotive, mechanical and machinery companies in Europe. The Costa Volpino facility has an
annual production capacity of approximately 80,000 tons; and
|
|
·
|
the Arcore facility, which covers an area of approximately 26 hectares and comprises a Diescher mill with associated finishing
lines. Production is concentrated in heavy-wall mechanical pipes with an outside diameter range of 48 to 219 mm (1.89 to 8.62 inches).
The Arcore facility has an annual production capacity of approximately 150,000 tons.
|
In addition to these facilities, we operate a manufacturing facility
at Sabbio which manufactures gas cylinders with an annual production capacity of approximately 14,000 tons or 270,000 pieces, and
a large vessels plant inside the Dalmine facility, recently revamped, with a production capacity of around 5,000 pieces per year.
In order to reduce the cost of electrical energy at our operations
in Dalmine, we constructed a gas-fired, combined heat and power station with a capacity of 120 megawatts in Dalmine. Our operations
in Dalmine consume most of the power generated at the power station which is designed to have sufficient capacity to meet the
electric power requirements of these operations at peak load. Excess power is sold to third-party consumers and heat is sold for
district heating.
In Italy, Tenaris reduced its activity following the imposition
of mandatory lockdowns that began on March 16, 2020, and for a limited period of time our Dalmine facility was used exclusively
for the manufacturing of oxygen tanks to aid local hospitals and health centers. Over time, however, the facility is gradually
resuming operations. For further information on the status of our operations, see Item 5G. “Operating and Financial Review
and Prospects – Recent Developments - The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s
operations and financial condition.”
Romania
We have a seamless steel pipe manufacturing facility in northwest
Romania, located in the city of Zalau, 530 kilometers from Bucharest. The facility includes a hot rolling mill and has an annual
production capacity of approximately 250,000 tons of hot rolled pipes and 210,000 tons of finished products, of which 25,000 tons
are cold drawn. The plant produces carbon and alloy steel tubes with an outside diameter range of 21.3 to 159 mm (0.839 to 6.26
inches) for hot rolled tubes and 8 to 120 mm (0.315 to 4.724 inches) for cold drawn tubes. We also have a steelmaking facility
in southern Romania, located in the city of Calarasi, with an annual steelmaking capacity of 550,000 tons, supplying steel bars
for European operations as well as to other rolling mills in our industrial system. The industrial center in Romania comprises:
|
·
|
a steel shop including an electric arc furnace, a ladle furnace and a continuous caster;
|
|
·
|
a floating mandrel mill;
|
|
·
|
four finishing lines, including heat treatment lines, upsetting machine, line pipe, threading, make-up and inspection equipment
facilities;
|
|
·
|
a cold-drawing plant with finishing area; and
|
|
·
|
automotive and hydraulic cylinders components’ production machinery.
|
United Kingdom
In Aberdeen, we have a premium connection threading, manufacturing
and repair facility, which works as a hub to service our customers working in the North Sea region. The facility has an annual
production capacity of approximately 20,000 pieces, with a production range of 2 3/8’’ to 20’’.
Denmark
In Esbjerg, we have a facility for the manufacturing of casing
and tubing accessories and the provision of casing and tubing repairs, with a production range of 2 3/8’’
to 18 5/8’’ and production capacity of 4,200 ends per year.
Middle East and Africa
We have a threading facility for the production of premium joints
and accessories in Saudi Arabia. The facility has an annual production capacity of 120,000 tons. In 2019 we acquired a controlling
participation in SSPC, a welded steel pipe producer. SSPC operates 5 production lines and produces welded pipes for the local oil
& gas industry (OCTG and Line Pipe) and for the industrial and construction sectors. Annual capacity is 360,000 tons covering
a diameter range from ½” to 20”.
Additionally, we have a premium threading facility in Kazakhstan.
The state-of-the-art facility has the capacity to produce 45,000 tons of OCTG annually for threading seamless pipes and gas-tight
premium connections to serve the local market.
In Nigeria we have a facility dedicated to the production of
premium joints and couplings located in Onne. This plant comprises a threading facility for both API and premium connections with
an annual production capacity of approximately 40,000 tons, inspection facilities and a stockyard. In addition, in October 2011,
we acquired 40% of the shares of Pipe Coaters, a leading company in the Nigerian pipe coating industry. Also, located in Onne,
Pipe Coaters supplies a wide variety of products and services for the oil and gas industry, such as internal, anticorrosion, concrete
and thermal insulation coatings for onshore and offshore (including deepwater) applications.
Asia Pacific
Our seamless pipe manufacturing facility in Asia, operated
by NKKTubes, is located in Kawasaki, Japan, in the Keihin steel complex owned by JFE Holdings Inc. (“JFE”). The
facility includes a floating mandrel mill, a plug mill and heat treatment and upsetting and threading facilities producing
seamless steel pipe products with an outside diameter range of 1 to 17 inches. The NKKTubes facility produces a wide range of
carbon, alloy and stainless steel pipes for the local market and high value-added products for export markets. The effective
annual production capacity of the facility is approximately 260,000 tons. The plant was operated by Nippon Kokan K. until its
acquisition by NKKTubes in 2000. Steel bars and other essential inputs and services are supplied under a long-term agreement
by JFE, which retains a 49% interest in NKKTubes through its subsidiary JFE Steel Corporation. On March 27, 2020, JFE
informed Tenaris of its decision to permanently cease as from JFE’s fiscal year ending March 2024 the operations of
certain of its steel manufacturing facilities and other facilities located at the Keihin complex. The closure of JFE’s
Keihin facilities may result in the unavailability of steel bars and other essential inputs or services used in
NKKTubes’ manufacturing process, thereby affecting its operations. Tenaris and JFE have agreed to engage in discussions
to seek mutually acceptable solutions. We own a facility for the production of premium joints and couplings in Qingdao, on
the east coast of China. The facility has an annual production capacity of approximately 40,000 tons of premium joints.
Additionally, in 2016 we opened a facility that produces components for the local automotive industry.
In addition, in Indonesia, we hold 89.17% of SPIJ, an Indonesian
OCTG processing business with heat treatment, premium connection threading facilities, coupling shop and a quality-testing laboratory,
including an ultrasonic testing machine, which has an annual processing capacity of approximately 120,000 tons. We also have a
premium joints accessories threading facility in the state of Batam, which we integrated to our operations following the acquisition
of Hydril.
Production Facilities – Others
We have facilities for the manufacture of sucker rods in Villa
Mercedes (San Luis, Argentina), Moreira Cesar (São Paulo, Brazil), Veracruz (Mexico), Campina (Romania) and Conroe (Texas,
United States). Our total annual manufacturing capacity of sucker rods is approximately 3.8 million units.
In Moreira Cesar (São Paulo, Brazil), we also have facilities
for the manufacturing of industrial equipment. In many cases, we also provide the assembly service of this equipment at the client’s
site.
In Italy, we have the Piombino facility, which covers an area
of approximately 67 hectares and comprises a hot dip galvanizing line and associated finishing facilities. Production is focused
on finishing of small diameter seamless pipes for plumbing applications in the domestic market, such as residential water, gas
transport and firefighting. The Piombino facility has an annual production capacity of approximately 100,000 tons.
In addition, we have specialized facilities in the Houston area
producing coiled tubing and umbilical tubing:
|
·
|
A coiled tubing facility of approximately 150,000 square feet of manufacturing space on 4 hectares. The plant consists of two
mills and coating operations capable of producing coiled tubing products in various grades, sizes and wall thicknesses. A new continuous
heat treatment line has been recently installed.
|
|
·
|
An umbilical tubing facility of approximately 85,000 square feet of manufacturing space on 6 hectares. The facility is capable
of producing stainless or carbon steel tubing in various grades, sizes and wall thickness.
|
Sales and Marketing
Net Sales
Our total net sales amounted to $7,294 million in 2019, compared
to $7,659 million in 2018 and $5,289 million in 2017. For further information on our net sales see Item 5.A. “Operating and
Financial Review and Prospects – Results of Operations”.
The following table shows our net sales by business segment
for the periods indicated therein:
Millions of U.S. dollars
|
|
For the year ended December 31,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tubes
|
|
|
6,870
|
|
|
|
94
|
%
|
|
|
7,233
|
|
|
|
94
|
%
|
|
|
4,966
|
|
|
|
94
|
%
|
Others
|
|
|
424
|
|
|
|
6
|
%
|
|
|
426
|
|
|
|
6
|
%
|
|
|
323
|
|
|
|
6
|
%
|
Total
|
|
|
7,294
|
|
|
|
100
|
%
|
|
|
7,659
|
|
|
|
100
|
%
|
|
|
5,289
|
|
|
|
100
|
%
|
Tubes
The following table indicates, for our Tubes business segment,
net sales by geographic region:
|
|
For the year ended December 31,
|
Millions of U.S. dollars
|
|
2019
|
|
2018
|
|
2017
|
Tubes
|
|
|
|
|
|
|
|
|
|
|
|
|
- North America
|
|
|
3,307
|
|
|
|
48
|
%
|
|
|
3,488
|
|
|
|
48
|
%
|
|
|
2,362
|
|
|
|
48
|
%
|
- South America
|
|
|
1,240
|
|
|
|
18
|
%
|
|
|
1,284
|
|
|
|
18
|
%
|
|
|
982
|
|
|
|
20
|
%
|
- Europe
|
|
|
641
|
|
|
|
9
|
%
|
|
|
628
|
|
|
|
9
|
%
|
|
|
497
|
|
|
|
10
|
%
|
- Middle East & Africa
|
|
|
1,337
|
|
|
|
19
|
%
|
|
|
1,541
|
|
|
|
21
|
%
|
|
|
921
|
|
|
|
19
|
%
|
- Asia Pacific
|
|
|
345
|
|
|
|
5
|
%
|
|
|
292
|
|
|
|
4
|
%
|
|
|
204
|
|
|
|
4
|
%
|
Total Tubes
|
|
|
6,870
|
|
|
|
100
|
%
|
|
|
7,233
|
|
|
|
100
|
%
|
|
|
4,966
|
|
|
|
100
|
%
|
North America
Sales to customers in North America accounted for 48% of our
sales of tubular products and services in 2019, 2018 and 2017.
We have significant sales and production facilities in each of
the United States, Canada and Mexico, where we provide customers with an integrated product and service offering based on local
production capabilities supported by our global industrial system. In the past few years, we have extended our integrated product
and service model, which we call Rig Direct®, throughout North America, and in late 2017, we started operations at our seamless
pipe mill at Bay City, Texas, which is strategically located to serve the Eagle Ford and Permian regions. Under Rig Direct®,
we manage the whole supply chain from the mill to the rig for customers under long-term agreements, integrating mill production
with customer drilling programs, reducing overall inventory levels and simplifying operational processes. We first introduced the
Rig Direct® model to Pemex in Mexico in 1994, and since then we have supplied them with pipes on a just-in-time basis. At the
end of 2019, we supplied the majority of our U.S. and Canadian customers for OCTG products with Rig Direct® services. On January
2, 2020, we completed the acquisition of IPSCO Tubulars, which will further strengthen our local production capabilities and capacity
to provide Rig Direct® services in the United States.
Sales to our oil and gas customers in the United States and Canada
are highly sensitive to oil prices and regional natural gas prices. In the past few years, the drilling of productive shale gas
and tight oil reserves, made possible by new drilling technology, has transformed drilling activity and oil and gas production
in the United States and Canada. Following 25 years of declining production, U.S. crude oil production began to increase in 2009
and has risen significantly, from 5.6 million b/d in 2011 to 12.8 million b/d at the end of 2019. Production of natural gas liquids
(“NGLs”) has also increased significantly in the past few years in North America. This rapid increase in production,
however, contributed to an excess of supply in the global oil market in 2014 and a consequent collapse in the price of oil, as
other producers, were for a time unwilling to adjust their production levels to balance the market. Further rapid increases in
production in 2018 and 2019 led to OPEC member country producers and other producers agreeing to cut production to balance the
market and support oil prices. In 2020, however, the impact of the COVID-19 pandemic has led to a substantial reduction in global
oil demand in the first quarter. In March 2020, the members of OPEC+ (OPEC plus other major oil producers including Russia) did
not agree to extend their agreement to cut oil production and Saudi Arabia precipitated a wave of additional supply on the market
triggering a collapse in oil prices below $30 per barrel. This exacerbated what soon became clear was an unprecedented situation
of oversupply, caused primarily by the sudden and dramatic fall in oil consumption consequent to the measures taken to contain
the spread of the virus around the world. Although OPEC+ subsequently reached an equally unprecedented agreement to cut production
by as much as 9.7 million barrels per day, a situation of acute oversupply remains, causing oil prices to hit record lows. By the
end of trading on April 20, 2020, the West Texas Intermediate (WTI) forward price for delivery in May, which had to be closed out
the following day, fell to a negative value for the first time in history, as oil storage facilities were completely committed,
and producers were forced to pay buyers to take their barrels. At the same time, U.S. shale producers are finding it more difficult
to access financial markets to finance production growth and are having to deleverage their balance sheets, and the financial condition
of many smaller producers is under threat.
Natural gas production has risen rapidly over the past few years
and the U.S. became a net exporter of natural gas for the first time in 2017 and has now become a significant exporter of LNG to
global markets. In Canada, there has been a similar shift towards drilling of shale gas and tight oil reserves.
The drop in oil prices in the second half of 2014 led to a drastic
reduction in drilling activity throughout North America until the second half of 2016 when activity began to recover in the United
States and Canada as a result of sharply lower production costs and more stable oil prices. In 2017 and 2018, drilling activity
recovered and oil and gas production increased in the United States and Canada but declined throughout 2019, in response to a drop
in oil prices at the end of 2018 and producers reducing drilling budget as they focused on balancing cash flows.
Demand for, and our sales of, OCTG products in the United States and
Canada plummeted in 2015 and 2016, to less than a quarter of the level reached in 2014, affected by high inventory levels as well
as the collapse of drilling activity. In 2017 and 2018, however, demand and sales recovered strongly as drilling activity increased
and inventory levels returned to more normal levels. In 2019, however, demand and sales declined, as U.S. rigs decreased by approximately
25% in the year. During the first months of 2020 U.S. rig count declined by more than 40%, reaching its lowest level since 2016.
During 2018, the U.S. government introduced Section 232 tariffs
and quotas on the imports of steel products, including steel pipes, with the objective of strengthening domestic production capacity
utilization and investment. The proportion of the OCTG market supplied by imports has declined from around 60% prior to the imposition
of tariffs and quotas to around 35% at the end of 2019.
Our sales in the United States are also affected by the level of
investment of oil and gas companies in exploration and production in offshore projects. The blow-out at the Macondo well in the
Gulf of Mexico and the subsequent spillage of substantial quantities of oil resulted in a moratorium that halted drilling activity.
The drilling moratorium was lifted in October 2010, when new regulations affecting offshore exploration and development activities
were announced. Since then, drilling activity recovered but, with the 2014 fall in oil prices, drilling activity declined.
Oil and gas drilling in Canada is subject to strong seasonality,
with the peak drilling season in Western Canada being during the winter months when the ground is frozen. During the spring, as
the ice melts, drilling activity is severely restricted by the difficulty of moving equipment in muddy terrain.
In Mexico, we have enjoyed a long and mutually beneficial relationship
with Pemex, the Mexican state-owned oil company, and one of the world’s largest crude oil and condensates producers. In 1994,
we began supplying Pemex with Rig Direct® services. In early 2018, we renewed our just in time agreement with Pemex for an
additional five-year period.
At the end of 2013, Mexico reformed its constitution to
allow increased private and foreign investment in the energy industry. Pursuant to these reforms, foreign and private investors
are allowed to participate in profit and production sharing contracts and licenses and Pemex has been transformed into a state-owned
production company, but ceased having a monopoly on production. In addition, a new regulatory framework was developed
and contracts with foreign and private investors were awarded.
Following the 2014 decline in oil prices, drilling activity
in Mexico and demand for our OCTG products plummeted as the financial condition of Pemex has deteriorated and the impact of investments
from the energy reform process in Mexico had yet to take effect. In 2019, however, drilling activity at Pemex recovered as the
Mexican government has increased funding available for the company as part of a policy of arresting and reversing production decline
and investments from the reform process have proceeded. The new government, however, has halted further progress on the energy
reform process and the financial condition of Pemex remains under stress.
South America
Sales to customers in South America accounted for 18% of our
sales of tubular products and services in 2019, compared to 18% in 2018 and 20% in 2017.
Our largest market in South America is Argentina. We also have
significant sales in Brazil and Colombia.
We have manufacturing subsidiaries in Argentina, Brazil and
Colombia.
Our sales in South America are sensitive to the international
price of oil and its impact on the drilling activity of participants in the oil and gas sectors, as well as to general economic
conditions in these countries. In addition, sales in Argentina, as well as export sales from our manufacturing facilities in Argentina,
are affected by governmental actions and policies, such as the taxation of oil and gas exports, measures affecting gas prices in
the domestic market and other matters affecting the investment climate. Sales in Brazil are also affected by governmental actions
and policies and their consequences, such as measures relating to the taxation and ownership of oil and gas production activities
and the operations of Petróleo Brasileiro S.A. (“Petrobras”).
A principal component of our marketing strategy in South American
markets is the establishment of long-term supply agreements and Rig Direct® services with national and international oil and
gas companies operating in those markets.
In Argentina, we have a significant share of the market for OCTG
products. We have longstanding business relationships with YPF S.A. (“YPF”), the Argentine state-controlled company,
and with other operators in the oil and gas sector. We strengthened our relationship with YPF in 2013 through a long-term business
alliance, which we renewed for an additional five- year term at the beginning of 2018, under which we provide Rig Direct® services
with the objective of reducing YPF’s operational costs as it aims to increase production through investments in Argentina’s
shale oil and gas reserves. In spite of the 2014 drop in international oil prices, drilling activity was sustained for most of
2015 and 2016 before falling significantly at the end of 2019, when drilling in the southern part of the country came to a halt.
The administration that took office in December 2015 introduced significant changes in domestic energy policies, including the
gradual normalization of domestic gas and energy prices, encouraging investment in the Vaca Muerta shale play, which is considered
to be one of the world’s most promising unconventional reserves. In 2018, there was a significant increase in investments
in Vaca Muerta, led by Tecpetrol’s investment in the Fortin de Piedra gas resource. 2019 started with a high activity level,
but our sales started to fall after the primary presidential elections held in august (“PASO”). After August, fuel
prices did not maintain their path of adjustment with international prices, and there still persists a large uncertainty regarding
the energy framework to be implemented by the new government.
In Brazil, we have a longstanding business relationship with
Petrobras. We supply Petrobras with casing (including premium connections) and line pipe products, most of which are produced in
our Brazilian welded pipe facility, for both offshore and onshore applications. With the development of Brazil’s deepwater
pre-salt complex, our mix of products sold in Brazil has evolved from one including mainly line pipe for onshore pipeline projects
to one which includes large diameter conductor and surface casing and line pipe for use in deepwater applications. Consumption
of OCTG products in Brazil stabilized over the past three years, after falling in the period 2014-2016 as Petrobras had reduced
its investments in response to budgetary constraints, concentrating on developing its most productive reserves in the pre-salt
fields and halting other investments. Demand for line pipe for pipeline projects has declined to very low levels with only one
major project implemented in the past five years. In response to market-opening measures and the attractiveness of the deepwater
reserves, major oil companies have increased their investments in Brazil while Petrobras is planning to increase its investments
which could lead to increased activity in 2020 and future years. Our sales in the local market are currently mostly concentrated
on large diameter conductors and surface casing with connectors for the pre-salt and other offshore developments, as well as smaller
diameter casing for use in offshore and in the remaining onshore exploration and production activity.
In Colombia, we have established a leading position in the market
for OCTG products since 2006, following our acquisition of TuboCaribe, a welded pipe manufacturing facility located in Cartagena.
Although the market grew rapidly when oil prices were high as the country encouraged investment in its hydrocarbon industry and
opened its national oil company to private investment, drilling activity in Colombia was deeply affected by the 2014 collapse in
oil prices and fell to a very low level in 2016. However, activity has recovered in the past three years in response to higher
oil prices. Our principal customer in Colombia is Ecopetrol S.A., which we supply with Rig Direct® services and with whom we
renewed a long-term agreement in the beginning of 2018. We have recently strengthened our industrial position in Colombia through
investing in the installation of modern heat treatment, pipe threading and processing facilities which enables us to serve this
market with more local industrial content and our customers with more efficient Rig Direct® services.
In Guyana, the new Lisa deepwater offshore play is being developed
and, since 2018, we have been providing casing for the development wells in this play under Rig Direct® conditions.
We also have sales in Ecuador, supplying Petroamazonas, the national
oil company, as well as private operators. To increase local content, we have established a local OCTG threading facility in Machachi.
We have been present in the Venezuelan OCTG market for many years
and we maintained business relationships with Petróleos de Venezuela S.A. (“PDVSA”) and the joint venture operators
in the oil and gas sector until the implementation of the OFAC sanctions. Additionally, we maintained business relationships with
Chevron in Venezuela until April 22, 2020, when their general License 8E of the sanctions expired. Our sales in Venezuela, however,
have declined to a low level and we do not foresee any significant recovery at this time.
Europe
Sales to customers in Europe accounted for 9% of our sales of
tubular products and services in 2019, compared to 9% in 2018 and 10% in 2017.
Our single largest country market in Europe is Italy. The market
for steel pipes in Italy (as in much of the European Union) is affected by general industrial production trends, especially in
the mechanical and automotive industry, and by investment in power generation, petrochemical and oil refining facilities. Sales
to the mechanical and automotive industries and for HPI and power generation projects in Italy and the rest of Europe over the
past three years have been affected by lower prices reflecting increased competitive pressures, but volumes have been relatively
stable.
In Europe we also have significant sales to the oil and gas
sector, particularly in the North Sea. Demand from this market is affected by oil and gas prices in the international markets and
their consequent impact on oil and gas drilling activities in the North Sea and other areas, like Romania. In addition, U.S. and
European sanctions are affecting demand for our premium pipe products in Russia and limited exploration success in unconventional
shale plays in Eastern Europe has led international operators to cut back on their investments in this area.
In February 2019, we announced the formation of a joint venture
with Severstal, a leading Russian flat steel producer, to build and operate a welded pipe mill to manufacture OCTG products in
Surgut, Western Siberia, which is expected to begin production in late 2021. Our share in the joint venture is 49%.
Middle East and Africa
Sales to customers in the Middle East and Africa accounted for
19% of our sales of tubular products and services in 2019, compared to 21% in 2018 and 19% in 2017.
Our sales in the region remain sensitive to international prices
of oil and gas and their impact on drilling activities as well as to the production policies pursued by OPEC, many of whose members
are located in this region. In the past few years, oil and gas producing countries in the Middle East, led by Saudi Arabia, have
increased investments to develop gas reserves to fuel regional gas-based industrial development, which have positively affected
their consumption of premium OCTG products. Saudi Arabia, in particular, has shown strong growth in sour and high pressure gas
field drilling activity. They have also maintained and, in some cases, increased investments to offset decline and add oil production
capacity. Additionally, in the eastern Mediterranean, vast reserves of natural gas have been discovered, some of which have been
targeted for fast track development. In Africa, international oil companies increased investments in exploration and production
in offshore projects in 2012 and 2013 but began to postpone or reduce their investment commitments in 2014 due to the high cost
of offshore project developments and a lower success rate in exploration activity. Since 2015, following the oil price collapse,
exploration activity has been sharply cut back and major project commitments have been postponed. The effect on demand was compounded
by the high inventory levels held in the region.
In the past few years, uprisings affected drilling activity
in countries such as Syria, Libya and Yemen and, in the case of Libya, the oil and gas industry was effectively shut down in 2011.
In addition, in recent years, U.S. and E.U. sanctions have affected production and exports in Iran.
Our sales in the Middle East and Africa could be adversely affected
by political and other events in the region, such as armed conflicts, terrorist attacks and social unrest, that could materially
impact the operations of companies active in the region’s oil and gas industry. Our sales in the region can also be affected
by the levels of inventories held by the principal national oil companies in the region and their effect on purchasing requirements.
For example, Saudi Aramco, after purchasing pipes in excess of its consumption requirements in 2013 and the first half of 2014,
subsequently substantially reduced purchases during the second half of 2014 and throughout 2015, notwithstanding increased drilling
activity, as it reduced inventory levels. In 2017 and 2018, purchasing was more in line with consumption patterns, but recently
Saudi Aramco has begun a destocking process which will affect demand through 2020.
Over the past three years our sales in the Middle East have
been relatively stable but sales in sub-Saharan Africa have been affected by the slowdown in drilling activity and investments
in deepwater projects. On the other hand, our sales in the second half of 2017 and throughout 2018 were boosted by sales of line
pipe for offshore gas projects in the Eastern Mediterranean. In 2018, these sales came to a peak amounting to 8% of total sales,
which is unlikely to be repeated in the near future.
In January 2019, we completed the acquisition of 47.79% of
SSPC, a listed welded steel pipe producer in Saudi Arabia. SSPC produces OCTG, line pipe and commercial pipe products mainly for
the local market. It is qualified to supply Saudi Aramco for certain products. Through this investment, Tenaris is increasing
its local industrial presence in an important oil and gas market where policies are being implemented to diversify the economy
and increase local manufacturing. In February 2020, SSPC was awarded a recognition by Saudi Aramco for having the highest local
content of any local pipe producer in Saudi Arabia.
In August 2019 we were awarded a long-term agreement with Rig Direct®
conditions, valued at $1.9 billion, to supply approximately half of Abu Dhabi National Oil Company’s (“ADNOC”)
OCTG requirements in Abu Dhabi over the next five to seven years. In order to serve this market, we will expand our local service
base and construct a new premium OCTG threading facility.
Asia Pacific
Sales to customers in the Asia Pacific accounted for 5% of our
sales of tubular products and services in 2019, compared to 4% in 2018 and 4% in 2017.
We have a significant presence in the region with local production
facilities in Indonesia, China and Japan and, in recent years, we have established service centers in Australia and Thailand.
Sales to Indonesia and other markets in South East Asia and
Oceania are mainly affected by the level of oil and gas drilling activity, particularly offshore drilling activity. The collapse
in the price of oil has deeply affected drilling activity and our sales throughout the region, where drilling is mainly onshore.
In 2016, however, we won a significant long-term agreement to provide pipes with Rig Direct® services in Thailand which has
made Thailand our largest market in the region. Our future sales in Thailand, however, will be affected by recent changes in the
ownership of oil and gas development concessions and the conclusion of this long-term agreement.
Our sales in China are concentrated on premium OCTG products
used in oil and gas drilling activities. Over the past years, China has significantly reduced its imports of OCTG products as local
producers compete ferociously in an oversupplied market. We continue, however, to seek new markets in niche applications and in
2016 we opened a components facility for processing pipes for use in airbags for automotives. More recently, we have begun to supply
pipes under a Rig Direct® contract for a shale gas operation.
In Japan, our subsidiary, NKKTubes, competes against other domestic
producers. The market for steel pipe products in Japan is mostly industrial and depends on general factors affecting domestic investment,
including production activity.
Others
Our other products and services include sucker rods used in oil
extraction activities, coiled tubes used in oil and gas extraction activities, industrial equipment of various specifications and
for diverse applications, sales of pipe for construction activities from our Italian Piombino mill, sales of raw materials and
energy that exceed our internal requirements and heat exchangers. In January 2017, we sold our electrical conduit pipes business
in the United States. Net sales of other products and services amounted to 6% of total net sales in 2019 and 2018.
Competition
The global market for steel pipe products
is highly competitive. Seamless steel pipe products, which are used extensively in the oil and gas industry particularly for offshore,
high pressure, high stress and other complex applications, are produced in specialized mills using round steel billets and specially
produced ingots. Welded steel pipe products are produced in mills which process steel coils and plates into steel pipes. Steel
companies that manufacture steel coils and other steel products but do not operate specialized seamless steel mills are generally
not competitors in the market for seamless steel pipe products, although they often produce welded steel pipes or sell steel coils
and plates used to produce welded steel pipes.
The production of steel pipe products following
the stringent requirements of major oil and gas companies operating in offshore and other complex operations requires the development
of specific skills and significant investments in manufacturing facilities. By contrast, steel pipe products for standard applications
can be produced in most seamless pipe mills worldwide and sometimes compete with welded pipe products for such applications including
OCTG applications. Welded pipe, however, is not generally considered a satisfactory substitute for seamless steel pipe in high-pressure
or high-stress applications.
Over the past decade, substantial investments
have been made, especially in China but also in other regions around the world, to increase production capacity of seamless steel
pipe products. Production capacity for more specialized product grades has also increased. With the downturn between 2014 and 2016
in the price of oil and demand for tubes for oil and gas drilling, the overcapacity in steel pipe and seamless steel pipe production
worldwide has become acute, and now extends beyond commodity grades. The competitive environment has, as a result, become more
intense, and we expect that this will continue for some time. Effective competitive differentiation will be a key factor for Tenaris.
Our principal competitors in steel pipe markets
worldwide are described below.
|
·
|
Vallourec S.A. (“Vallourec”), a French company, has mills
in Brazil, China, Germany and the United States. Vallourec has a strong presence in the European market for seamless pipes for
industrial use and a significant market share in the international market with customers primarily in Europe, the United States,
Brazil, China, the Middle East and Africa. Vallourec is an important competitor in the international OCTG market, particularly
for high-value premium joint products, where it operates a technology partnership for VAM® premium connections with
Nippon Steel & Sumitomo Metal Corporation (“NSSMC”). Prior to the collapse in oil prices in 2014 to 2016, Vallourec
increased its production capacity by building mills in Brazil (jointly with NSSMC) and, Youngstown, Ohio, acquiring three tubular
businesses in the United States and Saudi Arabia, concluding and agreement with a Chinese seamless steel producer, Tianda Oil Pipe
Company (“Tianda”) to distribute products from Tianda in markets outside China. In early 2016, in response to accumulating
losses, Vallourec announced a $1 billion capital increase, more than half of which was provided by a French government fund and
NSSMC, who each agreed to increase their equity participation to 15%. At the same time, an industrial restructuring program was
announced under which Vallourec reduced capacity in Europe, closing its rolling mills in France, combined its operations in Brazil
with that of the new mill held with NSSMC, acquired a majority position in Tianda and bought out the remaining minority interest,
and strengthened its cooperation with NSSMC for the development and testing of premium connection products and technology. Despite
this restructuring program, Vallourec’s losses have continued through 2019 and, in February 2020, it announced a further
capital increase of $0.8 billion to take place later this year, to which the French government fund has agreed to subscribe in
proportion to its existing shareholding while NSSMC has agreed to subscribe a less than proportional amount and reduce its shareholding
to 10%.
|
|
·
|
Japanese players NSSMC and JFE together enjoy a significant share of the international market, having
established strong positions in markets in the Far East and the Middle East. They are internationally recognized for their supply
of high-alloy grade pipe products. In recent years, NSSMC has increased its capacity to serve international markets through the
construction with Vallourec of a new seamless pipe mill in Brazil, and has further strengthened its ties with Vallourec through
participating in Vallourec’s 2016 capital increase and combining their respective Brazilian operations.
|
|
·
|
In recent years, TMK, a Russian company, has led consolidation of the
Russian steel pipe industry, invested to modernize and expand its production capacity in Russia and expanded internationally through
acquisitions into Eastern Europe and the United States where it acquired a significant position in the U.S. market through its
acquisition of IPSCO’s tubular operations. In 2012, TMK opened a research and development center in Houston and has been
expanding its capacity to produce premium connection products. TMK also expanded in the Middle East through the acquisition of
a controlling interest in Gulf International Pipe Industry LLC (“Gulf International Pipe”), a welded pipe producer
in Oman. More recently, however, TMK adopted a strategy of monetizing its international assets by reducing its participation in
Gulf International Pipe and selling IPSCO to Tenaris.
|
|
·
|
Over the past two decades, Chinese producers increased production capacity substantially and strongly
increased their exports of steel pipe products around the world. Due to unfair trading practices, many countries, including the
United States, the European Union, Canada, Mexico and Colombia, have imposed anti-dumping restrictions on Chinese imports to those
regions. The largest Chinese producer of seamless steel pipes, Tianjin Pipe (Group) Corporation Limited (“TPCO”), announced
a plan in 2009 to build a new seamless pipe facility in the United States; heat treatment and pipe finishing facilities have been
constructed and steelmaking and hot rolling facilities are currently under construction in Corpus Christi, Texas. Although producers
from China compete primarily in the “commodity” sector of the market, some of these producers, including TPCO, have
been upgrading their facilities and processes with the intention of entering into the market for more specialized products.
|
|
·
|
The tubes and pipes business in the United States and Canada have
experienced a significant consolidation process. Following the acquisitions of Maverick and Hydril by Tenaris and the earlier acquisition
of North Star Steel by Vallourec, U.S. Steel Corporation acquired Lone Star Steel Technologies. In 2008, Evraz Group S.A. (“Evraz”)
and TMK, two Russian companies, acquired IPSCO’s Tubular division, with Evraz retaining IPSCO’s operations in Canada
and TMK acquiring IPSCO’s operations in the United States. More recently, however, many new players have built, or announced
plans to build, pipe mills in the United States. These include, in addition to TPCO, Boomerang LLC, a company formed by a former
Maverick executive that opened a welded pipe mill in Liberty, Texas, in 2010; Benteler International A.G. (“Benteler”),
a European seamless pipe producer that built a new seamless pipe mill in Louisiana, which opened in September 2015; and OCT Pipe,
LLC, a company building a seamless pipe mill with heat treatment and OCTG threading facilities in Norfolk, Nebraska. North American
pipe producers are largely focused on supplying the U.S. and Canadian markets, where they have their production facilities. In
January 2020, TMK completed the sale of IPSCO to Tenaris.
|
|
·
|
Korean welded pipe producers, who have a limited domestic market, have expanded capacity in recent
years and targeted the U.S. market for standard applications. They have gained a relevant market position, despite the application
of anti-dumping duties for unfair trading practices and being subject to Section 232 quotas.
|
|
·
|
Tubos Reunidos S.A. (“Tubos Reunidos”) of Spain, Benteler International A.G. of Germany
and Voest Alpine A.G. of Austria each have a significant presence in the European market for seamless steel pipes for industrial
applications, while the latter also has a relevant presence in the U.S. and international OCTG markets, and in 2016, Tubos Reunidos
opened an OCTG threading facility targeting international markets. In 2006, ArcelorMittal S.A. (“ArcelorMittal”) created
a tubes division through several acquisitions and has mills in North America, Eastern Europe, Venezuela, Algeria and South Africa
and has built a seamless pipe mill in Saudi Arabia.
|
|
·
|
In the Middle East, particularly in Saudi Arabia, which has implemented
policies to encourage local production for its oil and gas industry, a number of pipe mills have been established including a seamless
pipe mill built by Jubail Energy Services Company (“JESCO”), a company established with majority participation from
a state-backed industrial development company, and a seamless pipe mill built by ArcelorMittal. These local players have been strengthening
their capabilities and are taking an increasing share of the pipes supplied to Saudi Aramco as well as exporting to other countries
in the Middle East and the rest of the world. In January 2019, Tenaris acquired a controlling 47.79% participation in SSPC, a local
welded pipe producer.
|
Producers of steel pipe products can maintain strong competitive
positions in markets where they have their pipe manufacturing facilities due to logistical and other advantages that permit them
to offer value-added services and maintain strong relationships with domestic customers, particularly in the oil and gas sectors.
Our subsidiaries have established strong ties with major consumers of steel pipe products in their home markets, reinforced by
Rig Direct® services, as discussed above.
Capital Expenditure Program
During 2019, our capital expenditures,
including investments at our plants and information systems (IT), amounted to $350 million, compared to $349 million in 2018 and
$558 million in 2017. Of these capital expenditures, 2019 investment at our plants reached $314 million compared to $318 million
in 2018 and $525 million in 2017.
In 2019 we focused on enhancing automation and digitalization of
our industrial processes, improvements on safety and environmental issues, product differentiation and competitiveness.
The major highlights of our capital spending
program during 2019 included: investments in our three-year global automation plan covering all of our industrial system worldwide;
new equipment and related infrastructure to improve safety conditions at our entire industrial system; the revamping of the shaft
furnace at the DRI plant, the expansion of the dedusting system capacity at the steel shop (still ongoing) and a capacity increase
of the component center at our Campana mill in Argentina; the completion of the steel shop fumes dedusting and cooling systems
project, the handling revamping - including range extension to 3.8 tons/pcs- of the multi-stand plug mill (“MPM”)
hot rolling mill, innovative solutions at the Non-Destructive Tests (“NDTs”) of the FAT2 finishing lines and increase
of threading capacity at the couplings plant at our Veracruz Facility in Mexico; the consolidation of the new heat treatment plant,
the revamping of the main ultrasonic test equipment, and an innovative NDT inspection system for the expander mill production
line at our Dalmine facility in Italy; the revamping of the threading and phosphatizing lines in our McCarty facility in the US;
the steel shop capacity increase of our Calarasi plant which is still on going, the installation of a new airbag production line
with full automatic inspection system at our mill in Zalau, Romania and the installation of a new service center in Pindamonhangaba,
Brasil.
Our capital expenditure programs are being
reviewed to address short-term changes in business conditions, and capital
expenditures in 2020 are expected to be significantly lower than the level of 2019: they will include the completion of some of
the projects started in 2019 described above, as well as the construction of a new premium threading plant in Abu Dhabi as required
under an agreement with ADNOC. Furthermore, as part of the ongoing integration of IPSCO, we will assess whether any investments
are necessary at the newly acquired business.
In addition to capital expenditures at
our plants, we have invested in information systems for the integration of our production, commercial and managerial activities,
together with investments in cybersecurity for the protection of our information technology and our industrial systems. These investments
are intended to promote the further integration of our operating facilities and enhance our ability to provide value-added services
to customers worldwide. Investments in information systems totaled $35 million in 2019, compared to $32 million in 2018 and $28
million in 2017.
Raw Materials and Energy
The majority of our seamless steel pipe products are manufactured
in integrated steelmaking operations using the electric arc furnace route, with the principal raw materials being steel scrap,
DRI, hot briquetted iron (“HBI”), pig iron and ferroalloys. In Argentina we produce our own DRI from iron ore using
natural gas as a reductant. Our integrated steelmaking operations consume significant quantities of electric energy, purchased
from the local market. Our welded steel pipe products are processed from purchased steel coils and plates. Although the weight
of the different steelmaking raw materials and steel, vary among the different production facilities in our industrial system,
depending on the specifications of the final products and other factors, on average steel scrap, pig iron, HBI and DRI represent
approximately 23% of our steel pipe products’ costs, while steel in the form of billets or coils represents approximately
17%, with direct energy accounting for approximately 4%.
The above raw material inputs are subject to price volatility
caused by supply, political and economic situations, financial variables and other unpredictable factors. For further information
on price volatility, see Item 3.D. “Key Information – Risk Factors – Risks Relating to Our Industry –
Increases in the cost of raw materials, energy and other costs, limitations or disruptions to the supply of raw materials and energy,
and price mismatches between raw materials and our products may hurt our profitability”. The costs of steelmaking raw materials
and of steel coils and plates generally decreased in 2019 in comparison to 2018, continuing with high levels of volatility, with
the exception of iron ore prices, which rose affected by supply restrictions following Vale’s Brumadinho mine incident discussed
below.
Steel scrap, pig iron and HBI
Steel scrap, pig iron and HBI for our steelmaking operations
are sourced from local, regional and international sources. In Argentina we produce our own DRI and source ferrous scrap domestically
through a wholly owned scrap collecting and processing subsidiary. In Italy we purchase pig iron and ferrous scrap from local and
regional markets. In Mexico we import our pig iron and HBI requirements and purchase scrap from domestic and international markets.
In Romania we source ferrous scrap mainly from the domestic market and we import pig iron.
International prices for steel scrap, pig iron and HBI can vary
substantially in accordance with supply and demand conditions in the international steel industry. Overall costs for these materials
decreased in 2019, following a decline in world steel prices near the end of 2018. As a reference, prices for Scrap Shredded U.S.
East Coast, published by CRU, averaged $335 per ton in 2018 and $274 per ton in 2019, ascending to levels around $286 per ton at
the beginning of 2020.
Iron ore
We consume iron ore in the form of pellets, for the production
of DRI in Argentina. Siderca’s annual consumption of iron ore during 2019 was approximately 625,000 tons, supplied mainly
from Brazil by Vale International S.A.
On January 25, 2019, Vale’s Brumadinho mine dam collapsed
resulting in the death of 300 people. Consequently, the Brazilian government shut down other mines with similar structures, reducing
the iron ore market supply by 90 million tons. As a result of such reduced iron ore supply and strong demand from China, iron
ore IODEX 62% Fe (CFR North China) prices spiked above 120 USD/ton, a 5-year high. As mines were cleared to operate again, prices
settled around 90 USD/ton, with an annual average of 93.4 USD/ton, a 34% year on year increase.
In the first half of 2019, iron ore direct reduction (“DR”)
grade pellet premiums continued to grow as the previous year. However, in the second half of the year demand dropped due to high
prices and lower steel production from EU, pressuring premiums to lower levels. Platts DR grade pellet premium averaged 62 USD/ton
in 2019, fluctuating between 39 and 76 USD/ton.
Round steel bars
We mainly satisfy our steel bars and ingots requirements with
materials produced in our steelmaking facilities in Romania, Italy, Mexico and Argentina. We complement this internal supply with
purchases of steel bars and ingots from third parties as required, and particularly for use in our seamless steel pipe facilities
in Japan, Canada, Mexico and the USA.
In Japan, we purchase these materials from JFE, our partner
in NKKTubes. These purchases are made under a supply arrangement pursuant to which the purchase price varies in relation to changes
in the cost of production. As a result of their location within a larger production complex operated by the supplier, our operations
in Japan are substantially dependent on these contracts for the supply of raw materials and energy. JFE uses imported iron ore,
coal and ferroalloys as principal raw materials for producing steel bars at Keihin.
In Canada we mainly source our steel bars requirements from
our facilities mentioned above.
In Mexico, we have been sourcing steel bars from Ternium’s
Mexican facilities since 2011, under a long term contract that grants us, during an eight and a half year period until April 2020,
preferential right to purchase up to 250,000 tons of round steel bars per year. Currently, a renegotiation of the contract is taking
place and we expect that Ternium will continue providing steel bars to our Mexican facilities.
In the United States, we currently use steel bars produced in
our integrated facilities in Romania, Italy and Mexico and have been granted an exclusion from Section 232 tariffs for the imports
of these steel bars. Additionally, we have a contract in place with Nucor Steel to purchase a portion of the steel bars requirements
in our Tenaris Bay City mill. From 2020 Tenaris will have its first steelmaking facility in the United States in Koppel, Pennsylvania.
Steel coils and plates
For the production of welded steel pipe products, we purchase
steel coils and steel plates principally from domestic producers for processing into welded steel pipes. We have welded pipe operations
in Argentina, Brazil, Canada, Colombia and the United States.
Steel coil market prices decreased in 2019. As a reference,
prices for hot rolled coils, HRC Midwest USA Mill, published by CRU, averaged $670 per metric ton in 2019 and $915 per metric ton
in 2018.
For our welded pipe operations in the United States, a significant
part of our requirements for steel coils are supplied by Nucor Steel which is our principal supplier in the United States. Nucor
Steel has a steel coil manufacturing facility in Hickman, Arkansas, near to our principal welded pipe facility in the United States.
To secure a supply of steel coils for our U.S. facilities, during 2019 we renewed a long-term purchase agreement with Nucor Steel
which is due to expire at the end of 2022.
In Canada, we have long-term agreements with our main steel
suppliers for our welded pipe operations with prices referenced to market levels in U.S. dollars (i.e., CRU HRC index). Among such
suppliers is ArcelorMittal Dofasco, which has steel coil manufacturing facilities in Hamilton, Ontario. Additionally, we purchase
steel on a spot basis from Algoma Steel, which has steel coil manufacturing facilities in Sault Ste. Marie, Ontario.
We also purchase steel coils and plates for our welded pipe
operations in South America (Colombia, Brazil and Argentina) principally from Usiminas and Gerdau S.A. (“Gerdau”) in
Brazil, from Ternium Argentina S.A. (“Ternium Argentina”), a subsidiary of Ternium in Argentina, and from Ternium’s
facilities in Mexico. In addition, in Brazil we also source plates and coils from international suppliers when not produced domestically.
Energy
We consume substantial quantities of electric energy at our
electric steel shops in Argentina, Italy, Mexico and Romania. In Argentina, up to the end of January 2019, we had a 160 megawatt
power generation plant located at San Nicolás that reached the end of its useful life, which together with a smaller thermo-electric
power generating plant located within the Campana facility, was sufficient to supply the requirements of our steelmaking facility
at Campana. Currently, our electric energy requirements in Argentina are mainly satisfied from the local market and by the plant
located in Campana. In Dalmine, Italy, we have a 120 megawatt power generation facility which is designed to have sufficient capacity
to meet most of the electric power requirements of the operations. The additional energy needed to cover the peaks of consumption
and the excess energy produced are purchased and sold to the market while heat is sold for district heating. In Mexico, our electric
power requirements are mainly satisfied by Techgen, a natural gas-fired combined cycle electric power plant in the Pesquería
area of the State of Nuevo León, while a small portion of our energy requirements are furnished by the Mexican government-owned
Comisión Federal de Electricidad, or the Federal Electric Power Commission. In Romania, we source electric energy from the
local market.
We consume substantial volumes of natural gas in Argentina,
particularly in the generation of DRI and to operate our power generation facilities. Tecpetrol is our main natural gas supplier
in Argentina. Tecpetrol is a subsidiary of San Faustin, which supplies us with natural gas under market conditions and according
to local regulations.
We have transportation capacity agreements with Transportadora
de Gas del Norte S.A. (“TGN”), a company in which San Faustin holds a significant but non-controlling interest, corresponding
to capacity of 1,000,000 cubic meters per day until April 2027. In order to meet our transportation requirements for natural gas
above volumes contracted with TGN, we also have agreements with Naturgy S.A. (formerly Gas Natural Ban S.A.), for a maximum transportation
capacity corresponding to approximately 970,000 cubic meters per day. For the final transportation phase, we have a supply contract
with Naturgy S.A. Both contracts with Naturgy S.A are in place until April 2020 and are expected to be renewed.
In addition to the normal amount of gas consumed at our Italian
plants, we also consume substantial quantities of natural gas in connection with the operation of our power generation facility
in Italy. Our natural gas requirements in Italy are currently supplied by Eni S.p.A.
Our costs for electric energy and natural gas vary from country
to country. In the last few years energy costs have remained generally flat thanks to the increasing availability of natural gas
from shale plays and additional renewable energy generation at more competitive prices. In 2018 the cost of natural gas for industrial
use in Argentina began to decrease with the increase in production of natural gas from the Vaca Muerta gas play. In the second
half of 2019, however, continuing uncertainty about the policies that the new Argentine government would implement has led to a
sharp fall in investment and drilling activity in Vaca Muerta. The demand for natural gas in winter continues to outpace supply,
which is why Argentina must import natural gas from Bolivia, Chile and Liquefied natural gas (“LNG”) from the international
market, in addition to using liquid fuel to generate electricity. See Item 3.D. “Key Information – Risk Factors
– Risks Relating to Our Industry – Increases in the cost of raw materials, energy and other costs, limitations or disruptions
to the supply of raw materials and energy; and price mismatches between raw materials and our products may hurt our profitability”
and Item 3.D. “Key Information – Risk Factors – Risks Relating to Our Business – Adverse economic
or political conditions in the countries where we operate or sell our products and services may decrease our sales or disrupt our
manufacturing operations, thereby adversely affecting our revenues, profitability and financial condition”.
Ferroalloys
For each of our steel shops we coordinate our purchases of ferroalloys
worldwide. The international costs of ferroalloys can vary substantially within a short period. Prices for the main ferroalloys
consumed by Tenaris decreased gradually during 2019. Although some materials have started to gain momentum upward by the start
of 2020, current prices remain below 2018 averages.
Product Quality Standards
Our steel products (tubular products, accessories and sucker
rods) are manufactured in accordance with the specifications of the American Petroleum Institute (API), the American Society for
Testing and Materials (ASTM), the International Standardization Organization (ISO), the Japan Industrial Standards (JIS), and European
Standards (EN), among other standards. The products must also satisfy our proprietary standards as well as our customers’
requirements. We maintain an extensive quality assurance and control program to ensure that our products continue to satisfy proprietary
and industry standards and are competitive from a product quality standpoint with products offered by our competitors.
We currently maintain, for all our manufacturing facilities
and services centers, a Quality Management System Certified to ISO 9001:2015 by Lloyd’s Register Quality Assurance and API
product licenses granted by API, which are requirements for selling to the major oil and gas companies, which have rigorous quality
standards. In addition, the majority of our testing laboratories are certified to ISO 17025. Our Quality Management System (QMS),
based on the ISO 9001 and API Q1 specifications assures that products and services comply with customer requirements from the acquisition
of raw materials to the delivery of the final product and services. The QMS is designed to ensure the reliability and improvement
of the product and the manufacturing operations processes as well as the associated services. Additionally, we are in the process
of certifying the QMS to API Q2, a certification specifically developed for companies which offer services in the oil and gas industry.
All of our mills involved in the manufacturing of material for
the automotive market are certified according to the standard IATF 16949 by Lloyd’s Register Quality Assurance.
Research and Development
Research and development, or R&D, of new products and processes
to meet the increasingly stringent requirements of our customers is an important aspect of our business.
R&D activities are carried out primarily at our global R&D
network with its main office in Amsterdam, the Netherlands and specialized research and testing facilities located in Campana,
Argentina, in Veracruz, Mexico, in Dalmine, Italy, and at the product testing facilities of NKKTubes, Japan. Additionally, we have
a Wedge Technology Center in Houston, Texas, USA. We strive to engage some of the world’s leading industrial research institutions
to solve the problems posed by the complexities of oil and gas projects with innovative applications. In addition, our global technical
sales team is made up of experienced engineers who work with our customers to identify solutions for each particular oil and gas
drilling environment.
Product R&D currently being undertaken are focused on the
increasingly challenging energy markets and include:
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proprietary premium joint products including Dopeless® technology;
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heavy-wall deepwater line pipe, risers and welding technology;
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tubes and components for the car industry and mechanical applications;
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welded pipes for oil and gas and other applications;
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large vessels for hydrogen storage and refueling stations.
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In addition to R&D aimed at new or improved products, we
continuously study opportunities to optimize our manufacturing processes. Recent projects in this area include modeling of rolling
and finishing process and the development of different process controls, with the goal of improving product quality and productivity
at our facilities.
We seek to protect our innovation, through the use of patents,
trade secrets, trademarks and other intellectual property tools that allow us to differentiate ourselves from our competitors.
We spent $61 million in R&D in 2019, compared to $63 million
in 2018 and $64 million in 2017.
Capitalized costs were not material for
the years 2019, 2018 and 2017.
Environmental Regulation
We are subject to a wide range of local, provincial and national
laws, regulations, permit requirements and decrees relating to the protection of human health and the environment, including laws
and regulations relating to hazardous materials and radioactive materials and environmental protection governing air emissions,
water discharges and waste management. Laws and regulations protecting the environment have become increasingly complex and more
stringent and expensive to implement in recent years. International environmental requirements vary from one jurisdiction to another.
The ultimate impact of complying with existing laws and regulations
is not always clearly known or determinable since regulations under some of these laws are not yet effective or are undergoing
revision. The expenditures necessary to remain in compliance with these laws and regulations, including site or other remediation
costs, or costs incurred from potential environmental liabilities, could have a material adverse effect on our financial condition
and profitability. While we incur and will continue to incur, in expenditures to comply with applicable laws and regulations,
there always remains a risk that environmental incidents or accidents may occur that may negatively affect our reputation or our
operations.
Compliance with applicable environmental laws and regulations
is a significant factor in our business. We have not been subject to any material penalty for any material environmental violation
in the last five years, and we are not aware of any current material legal or administrative proceedings pending against us with
respect to environmental matters which could have an adverse material impact on our financial condition or results of operations.
Insurance
We carry property damage, general liability and certain other
insurance coverage in line with industry practice. However, we do not carry business interruption insurance. Our current general
liability coverage includes third party, employers, sudden and accidental seepage and pollution and product liability, up to a
limit of $300 million. Our current property insurance has indemnification caps up to $250 million for direct damage, depending
on the different plants; and a deductible of $100 million.
Disclosure Pursuant to Section 13(r)
of the Exchange Act
Tenaris
The Iran Threat Reduction and Syria Human
Rights Act of 2012 (“ITRA”), created a new subsection (r) in Section 13 of the U.S. Securities Exchange Act
of 1934, as amended (the “Exchange Act”), which requires a reporting issuer to provide disclosure if the issuer or
any of its affiliates knowingly engaged in certain enumerated activities relating to Iran, including activities involving the Government
of Iran. Tenaris is providing the following disclosure pursuant to Section 13(r) of the Exchange Act.
In July 2015, the Islamic Republic of Iran
entered into the Joint Comprehensive Plan of Action (“JCPOA”) with China, France, Germany, Russia, the United Kingdom
and the U.S., which resulted in the partial lifting in January 2016 of certain sanctions and restrictions against Iran, including
most U.S. secondary sanctions against such country. On May 8, 2018, the U.S. announced that it would cease participation in the
JCPOA and would begin re-imposing nuclear-related sanctions against Iran after a wind-down period. Following the U.S. withdrawal
from the JCPOA, the European Union updated Council Regulation (EC) No. 2271/96 of 22 November 1996 (the “EU Blocking Statute”),
to expand its scope to cover the re-imposed U.S. nuclear-related sanctions. The EU Blocking Statute aims to counteract the effects
of the U.S. secondary sanctions.
As previously reported, Tenaris ceased
all deliveries of products and services to Iran by the end of October 2018, that is, during the wind-down period and before the
full reinstatement of U.S. secondary sanctions on November 5, 2018. Tenaris has not, directly or indirectly, delivered any goods
or services to Iran or Iranian companies during 2019 and does not intend to explore any commercial opportunities in Iran, nor does
it intend to participate in tender offers by, or issue offers to provide products or services to, Iranian companies or their subsidiaries.
During 2019 Tenaris collected certain payments
for sales of goods or services in connection with past commercial activities relating to Iran, as further described below. Tenaris
believes that such activities do not violate any U.S. or foreign law. In addition, in all cases, Tenaris collected amounts owed
for sales of goods or performance of services in accordance with OFAC regulations. Tenaris has procedures in place designed to
ensure that such activities comply with all applicable U.S. and other international export control and economic sanctions laws
and regulations.
Previous pending payments:
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In May 2016, TGS was awarded by Toos Payvand Co., a Tehran-based company, a spot purchase order
for carbon steel pipes for the Esfahan Oil Refinery Project (end user National Iranian Oil Company or “NIOC”), for
a total value of EUR3.5 million (approximately $4.0 million). TGS delivered most of the items requested under such purchase order,
for which the customer made advance payments, during 2017 and during the wind-down period associated with the reinstatement of
U.S. secondary sanctions. Shipments under this purchase order were suspended as of October 2018. As of December 31, 2019, TGS recorded
an advance payment from Toos Payvand Co. for undelivered goods for approximately EUR 0.04 million (approximately $0.04 million).
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During 2018, Dalmine was awarded spot orders from Mapna International FZE for a total value of
EUR4.1 million (approximately $4.7 million) of which EUR 4.0 million (approximately $4.5 million) were collected as of December
31, 2018. By October 2018, Dalmine had delivered all ordered items. On April 18, 2019, Dalmine collected the outstanding balance
of approximately EUR0.1 million (approximately $0.1 million) in compliance with OFAC regulations. No obligations are outstanding,
and no amounts are due to Dalmine in connection with these purchase orders.
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During 2018, Dalmine received an order from U.K.-based company BP Exploration
Operating Co. Ltd. for EUR0.2 million (approximately $0.2 million) for the provision of casing and coupling to be used in the Rhum
Gas Oilfield (located in the U.K.). At the time of the order, the partners in the Rhum Gas Oilfield are BP Exploration Operating
Co Ltd. (50%) and Iranian Oil Co UK Ltd (50%), a subsidiary of NIOC. All items were delivered by October 2018. On May 21, 2019,
Dalmine collected the outstanding balance of approximately EUR0.2 million (approximately $0.2 million) from BP Exploration Operating
Co. Ltd. in compliance with OFAC regulations. No obligations are outstanding, and no amounts are due to Dalmine in connection with
this purchase order.
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The aggregate amount collected during 2019
in connection with past commercial activities relating to Iran amounted to approximately $0.3 million. All revenue and profit in
connection of these sales was recorded in the fiscal year in which such sales were performed and, therefore, no revenue and profit
has been reported in connection with commercial activities related to Iran for the year ended December 31, 2019.
Tenaris’s Affiliates
Pursuant to Section 13(r) of the Exchange Act, Tenaris is also
required to disclose whether any of its affiliates have engaged in certain Iran-related activities and transactions. Tenova S.p.A.
(“Tenova”), an Italian supplier of equipment for the mining and the steelmaking industry, is indirectly controlled
by San Faustin and, accordingly, is deemed “affiliate” of Tenaris, as that term is defined in Exchange Act Rule 12b-2.
In response to our inquiry, Tenova informed us that:
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During 2019, Tenova or its subsidiaries provided engineering services for the steel-making and
raw material handling industries to Iranian customers for agreements entered prior to 2018. As a result of the reinstatement of
U.S. secondary sanctions, Tenova has terminated/suspended all commercial activities related to contracts involving Iranian entities.
In addition, Tenova has informed that, as of May 2019, it has formally required its employees to stop any travel to Iran and that
it does not intend to explore any commercial opportunities in Iran, nor does it intend to participate in tender offers by, or issue
offers to provide products or services to, Iranian companies or their subsidiaries.
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None of the services provided to Iranian customers is connected to the activities described in
Sections 5(a) or (b) of the Iran Sanctions Act of 1996, or Sections 104(c)(2), 104(d)(1) or 105A(b)(2) of the Comprehensive Iran
Sanctions, Accountability, and Divestment Act of 2010. In addition, no such activities were performed in favor of persons whose
property and interests in property are blocked pursuant to Executive Order 13224 (terrorists and terrorist supporters) or 13382
(weapons of mass destruction proliferators and supporters), nor in favor of any person or entity identified under Section 560.304
of Title 31, Code of Federal Regulations (relating to the definition of the Government of Iran).
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Tenova reported total revenue for 2019
derived from services provided to Iranian customers for an amount of approximately $7.8 million; and estimated that net profits
from such transactions, after direct project cost allocation and taxes, were approximately $3.3 million.
No other consulted affiliate reported any
Iran-related activity.
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C.
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Organizational Structure and Subsidiaries
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We conduct all our operations through subsidiaries. The following
table shows the principal subsidiaries of the Company and its direct and indirect ownership in each subsidiary as of December 31,
2019, 2018 and 2017.
Company
|
Country of Incorporation
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Main activity
|
Percentage of ownership at December 31, (*)
|
2019
|
2018
|
2017
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ALGOMA TUBES INC.
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Canada
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
CONFAB INDUSTRIAL S.A. and subsidiaries
|
Brazil
|
Manufacturing of welded steel pipes and capital goods
|
100%
|
100%
|
100%
|
DALMINE S.p.A.
|
Italy
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
HYDRIL COMPANY and subsidiaries (except detailed) (a)
|
USA
|
Manufacture and marketing of premium connections
|
100%
|
100%
|
100%
|
KAZAKHSTAN PIPE THREADERS LIMITED LIABILITY PARTNERSHIP
|
Kazakhstan
|
Threading of premium products
|
100%
|
100%
|
100%
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MAVERICK TUBE CORPORATION and subsidiaries
|
USA
|
Manufacturing of welded steel pipes
|
100%
|
100%
|
100%
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NKKTUBES
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Japan
|
Manufacturing of seamless steel pipes
|
51%
|
51%
|
51%
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P.T. SEAMLESS PIPE INDONESIA JAYA
|
Indonesia
|
Manufacturing of seamless steel products
|
89%
|
89%
|
89%
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PRUDENTIAL STEEL LTD.
|
Canada
|
Manufacturing of welded steel pipes
|
100%
|
100%
|
100%
|
S.C. SILCOTUB S.A.
|
Romania
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
SAUDI STEEL PIPE CO.
|
Saudi Arabia
|
Manufacturing of welded steel pipes
|
48%
|
NA
|
NA
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SIAT SOCIEDAD ANONIMA
|
Argentina
|
Manufacturing of welded and seamless steel pipes
|
100%
|
100%
|
100%
|
SIDERCA SOCIEDAD ANONIMA INDUSTRIAL Y COMERCIAL and subsidiaries
|
Argentina
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
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TALTA - TRADING E MARKETING SOCIEDADE UNIPESSOAL LDA.
|
Portugal
|
Holding Company
|
100%
|
100%
|
100%
|
TENARIS BAY CITY, INC.
|
USA
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
TENARIS CONNECTIONS BV
|
Netherlands
|
Development, management and licensing of intellectual property
|
100%
|
100%
|
100%
|
TENARIS FINANCIAL SERVICES S.A.
|
Uruguay
|
Financial company
|
100%
|
100%
|
100%
|
TENARIS GLOBAL SERVICES (CANADA) INC.
|
Canada
|
Marketing of steel products
|
100%
|
100%
|
100%
|
TENARIS GLOBAL SERVICES (U.S.A.) CORPORATION
|
USA
|
Marketing of steel products
|
100%
|
100%
|
100%
|
TENARIS GLOBAL SERVICES (UK) LTD
|
United Kingdom
|
Holding company and marketing of steel products
|
100%
|
100%
|
100%
|
TENARIS GLOBAL SERVICES S.A. and subsidiaries (except detailed) (b)
|
Uruguay
|
Holding company and marketing of steel products
|
100%
|
100%
|
100%
|
TENARIS INVESTMENTS (NL) B.V.
|
Netherlands
|
Holding company
|
100%
|
NA
|
NA
|
TENARIS INVESTMENTS S.à.r.l.
|
Luxembourg
|
Holding company
|
100%
|
100%
|
100%
|
TENARIS INVESTMENTS SWITZERLAND AG and subsidiaries
|
Switzerland
|
Holding company
|
100%
|
100%
|
100%
|
TENARIS TUBOCARIBE LTDA.
|
Colombia
|
Manufacturing of welded and seamless steel pipes
|
100%
|
100%
|
100%
|
TUBOS DE ACERO DE MEXICO, S.A.
|
Mexico
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Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
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(*) All percentages rounded.
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(a) Tenaris Investments S.à.r.l. holds 100% of Hydril's
subsidiaries shares except for Technical Drilling & Production Services Nigeria. Ltd where it holds 80% for 2019, 2018
and 2017.
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(b) Tenaris Investments S.à.r.l. holds 97,5% of Tenaris Supply Chain S.A. and 40% of Tubular Technical Services
Ltd. and Pipe Coaters Nigeria Ltd., 49% of Amaja Tubular Services Limited, 49% Tubular Services Angola Lda.
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Other Investments
Ternium
We have a significant investment in Ternium, a Luxembourg company
controlled by San Faustin, whose securities are listed on the NYSE. As of December 31, 2019, the Company held 11.46% of Ternium’s
share capital (including treasury shares).
The Company is a party to a shareholders’ agreement with
Techint Holdings S.à.r.l. (“Techint Holdings”), a wholly owned subsidiary of San Faustin and Ternium’s
main shareholder, dated January 9, 2006, pursuant to which Techint Holdings is required to take actions within its power to cause
one of the members of Ternium’s board of directors to be nominated by the Company and any directors nominated by the Company
to be removed only pursuant to previous written instructions from the Company. The Company and Techint Holdings also agreed to
cause any vacancies on Ternium’s board of directors to be filled with new directors nominated by either the Company or Techint
Holdings, as applicable. The shareholders’ agreement will remain in effect so long as each of the parties holds at least
5% of the shares of Ternium or until it is terminated by either the Company or Techint Holdings pursuant to its terms. Carlos Condorelli
was nominated by the Company as a director of Ternium pursuant to this shareholders’ agreement.
Usiminas
On January 16, 2012, Confab, acquired 5.0% of the shares
with voting rights and 2.5% of the total share capital in Usiminas, a leading Brazilian producer of high quality flat steel
products used in the energy, automotive and other industries. The acquisition was part of a larger transaction pursuant to
which Confab and Ternium’s subsidiaries Ternium Investments S.à.r.l., Ternium Argentina and Prosid Investments
S.A. (jointly, the “Ternium Entities”) formed the so-called T/T Group and joined Usiminas’ existing control
group through the acquisition of ordinary shares representing 27.7% of Usiminas’ total voting capital and 13.8% of
Usiminas’ total share capital. In addition, the T/T Group entered into a shareholders’ agreement with the NSSMC
Group (formed by NSSMC, Mitsubishi Corporation do Brasil S.A. and Metal One Corporation) and Previdência Usiminas, an
Usiminas employee fund, governing the parties’ rights within the Usiminas control group. Following a subsequent
subscription in 2016 to 1.3 million Usiminas preferred shares and 11.5 million Usiminas ordinary shares, as of December 31,
2019, Confab owned 36.5 million ordinary shares and 1.3 million preferred shares of Usiminas, representing 5.2% of
Usiminas’ total voting capital and 3.07% of Usiminas’ total share capital.
In 2014, a conflict arose within the T/T Group and NSSMC with
respect to the governance of Usiminas, including with respect to the rules applicable to the appointment of senior managers, the
application of the shareholders’ agreement in matters involving fiduciary duties, and generally with respect to Usiminas’
business strategy.
On February 8, 2018, the dispute was resolved; on April 10,
2018, the T/T Group entities (including Confab), the NSSMC Group entities and Previdência Usiminas entered into a new shareholders’
agreement for Usiminas, amending and restating the previously existing shareholders’ agreement (“the New SHA”).
Usiminas’ control group now holds, in the aggregate, 483.6 million ordinary shares bound to the New SHA, representing approximately
68.6% of Usiminas’ voting capital, with the T/T Group holding approximately 47.1% of the total shares held by the control
group (39.5% corresponding to the Ternium Entities and the other 7.6% corresponding to Confab); the NSSMC Group holding approximately
45.9% of the total shares held by the control group; and Previdência Usiminas holding the remaining 7% of the total shares
held by the control group.
The New SHA reflects the agreed-upon corporate governance rules
for Usiminas, including, among others, an alternation mechanism for the nomination of each of the chief executive officer and the
chairman of the board of directors, as well as a mechanism for the nomination of other members of Usiminas’ executive board.
The New SHA also incorporates an exit mechanism consisting of a buy-and-sell procedure, exercisable at any time during the term
of the New SHA after the fourth-and-a-half-year anniversary from the coming election of Usiminas’ executive board in May
2018. Such exit mechanism shall apply with respect to shares held by the NSSMC Group and the T/T Group, and would allow either
Ternium (on behalf of the T/T Group) or NSSMC to purchase all or a majority of the Usiminas shares held by the other shareholder
group.
In connection with the execution of the New SHA, the Ternium
Entities and Confab amended and restated their separate shareholders’ agreement governing their respective rights and obligations
as members of the T/T Group to include provisions relating to the exit mechanism and generally to conform such separate shareholders’
agreement to the other provisions of the New SHA.
Techgen
Techgen is a Mexican joint venture company owned 48% by Ternium,
30% by Tecpetrol and 22% by Tenaris. Techgen operates a natural gas-fired combined cycle electric power plant in the Pesquería
area of the State of Nuevo León, Mexico. Tenaris, Ternium and Tecpetrol are parties to a shareholder’s agreement relating
to the governance of Techgen.
On February 13, 2019 Techgen entered into a $640 million syndicated
loan agreement with several banks to refinance an existing loan, resulting in the release of certain corporate guarantee issued
by Techgen’s shareholders.
Techgen’s obligations under the current facility, which
is “non-recourse” on the sponsors, are guaranteed by a Mexican security trust covering Techgen’s shares, assets
and accounts as well as Techgen’s affiliates rights under certain contracts.
TenarisSeverstal
On February 5, 2019, Tenaris entered into an agreement with
Severstal to build a welded pipe plant to produce OCTG products in the Surgut area, West Siberia, Russian Federation. Tenaris holds
a 49% interest in the company, while Severstal owns the remaining 51%. The plant, which is estimated to require an investment of
$280 million, is planned to have an annual production capacity of 300,000 tons. As of December 31, 2019, Tenaris contributed approximately
$19.6 million in the project.
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D.
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Property, Plants and Equipment
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For a description of our property, plants and equipment, please
see B. “– Business Overview – Production Process and Facilities” and “– Business Overview –
Capital Expenditure Program”.
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Item 4A.
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Unresolved Staff Comments
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None.
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Item 5.
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Operating and Financial Review and Prospects
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The following discussion and analysis of our financial condition
and results of operations are based on, and should be read in conjunction with, our audited consolidated financial statements and
the related notes included elsewhere in this annual report. This discussion and analysis presents our financial condition and results
of operations on a consolidated basis. We prepare our consolidated financial statements in conformity with IFRS. IFRS differ in
certain significant respects from U.S. GAAP.
Certain information contained in this discussion and analysis
and presented elsewhere in this annual report, including information with respect to our plans and strategy for our business, includes
forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Concerning Forward-Looking Statements”.
In evaluating this discussion and analysis, you should specifically consider the various risk factors identified in Item 3.D.
“Key Information – Risk Factors”, other risk factors identified elsewhere in this annual report and other factors
that could cause results to differ materially from those expressed in such forward-looking statements.
Overview
We are a leading global manufacturer and
supplier of steel pipe products and related services for the energy industry and other industries.
We are a leading global manufacturer and supplier of steel pipe
products and related services for the world’s energy industry as well as for other industrial applications. Our customers
include many of the world’s leading oil and gas companies, engineering companies engaged in constructing oil and gas gathering
and processing and power facilities, and industrial companies operating in a range of industries. We operate an integrated worldwide
network of steel pipe manufacturing, research, finishing and service facilities with industrial operations in the Americas, Europe,
Asia and Africa and a direct presence in most major oil and gas markets.
Our main source of revenue is the sale
of products and services to the oil and gas industry, and the level of such sales is sensitive to international oil and gas prices
and their impact on drilling activities.
Demand for our products and services from the global oil and gas industry,
particularly for tubular products and services used in drilling operations, represents a substantial majority of our total Tubes
sales (84% in 2019). Our sales, therefore, depend on the condition of the oil and gas industry and our customers’ willingness
to invest capital in oil and gas exploration and development as well as in associated downstream processing activities. The level
of these expenditures is sensitive to oil and gas prices as well as the oil and gas industry’s view of such prices in the
future. Crude oil prices fell from over $100 per barrel in June 2014 to less than $30 per barrel in February 2016, before recovering
to around $80 per barrel in the third quarter of 2018, but subsequently fell 40% in the fourth quarter of 2018 before recovering
in 2019. Prices have fallen again to historically low levels in the wake of the COVID-19 pandemic and the oil price conflict between
Saudi Arabia and Russia. North American natural gas prices (Henry Hub), which were around $4 per million BTU in 2014, also briefly
fell below $2 per million BTU at the beginning of 2016, before recovering to average levels of $3 per million BTU during the past
three years, but have subsequently fallen back below $2 per million BTU.
In 2019, worldwide drilling activity, as represented in the
number of active drilling rigs published by Baker Hughes, decreased 2% compared to the level of 2018, with larger decreases concentrated
in the U.S. and Canadian shale plays, partially compensated by a gradual increase in international rigs which started in the second
half of 2018. In the United States the rig count in 2019 decreased by 9%, with an average of 943 active rigs, but ended the year
with more than 200 fewer active rigs than at the beginning. Drilling activity in the United States declined throughout the year
but has stabilized around 790 rigs in the beginning of 2020, prior to the most recent decline in oil prices. In Canada, the rig
count in 2019 declined by 30% compared with 2018, while in the rest of the world, it rose 11%.
Prior to the 2014 downturn in oil prices, a growing proportion
of exploration and production spending by oil and gas companies had been directed at offshore, deep drilling and non-conventional
drilling operations in which high-value tubular products, including special steel grades and premium connections, are usually specified.
The success, however, of shale drilling operators, with their inherently short investment cycles, in adapting to lower oil and
gas costs and increasing production, and the increasing share of oil produced in shale plays as a proportion of global supply,
has led to a slowdown in new developments of complex offshore projects with long investment lead times in a context of low and
more volatile oil prices, consequently affecting the level of product differentiation.
Our business is highly competitive.
The global market for steel pipes is highly
competitive, with the primary competitive factors being price, quality, service and technology. We sell our products in a large
number of countries worldwide and compete primarily against European and Japanese producers in most markets outside North America.
In the United States and Canada, we compete against a wide range of local and foreign producers. Over the past decade, substantial
investments have been made, especially in China but also in other regions around the world, to increase production capacity of
seamless steel pipe products. Production capacity for more specialized product grades has also increased. With the downturn between
2014 and 2016 in the price of oil and demand for tubes for oil and gas drilling, the overcapacity in steel pipe and seamless steel
pipe production worldwide has become acute, and now extends beyond commodity grades. The competitive environment has, as a result,
become more intense, and we expect that this will continue for some time. Effective competitive differentiation will be a key factor
for Tenaris.
In addition, there is an increased risk of
unfairly traded steel pipe imports in markets in which we produce and sell our products. In September 2014, the United States imposed
anti-dumping duties on OCTG imports from various countries, including South Korea. Despite the duties imposed, imports from South
Korea continued at a very high level. As a result, U.S. domestic producers have requested successive reviews of South Korea’s
exports, which are ongoing. At the same time South Korean producers have appealed the duties imposed. Similarly, in Canada, the
Canada Border Services Agency introduced anti-dumping duties on OCTG imports from South Korea and other countries in April 2015.
During 2018, in addition to anti-dumping duties, the U.S. government
introduced tariffs and quotas pursuant Section 232 on the imports of steel products, including steel pipes, with the objective
of strengthening domestic production capacity utilization and investment. Quotas were imposed on the imports of steel products
from South Korea, Brazil and Argentina, while 25% tariffs were imposed on imports from most other countries, except Australia.
The proportion of the OCTG market supplied by imports has declined from around 60% prior to the imposition of tariffs and quotas
to around 35% at the end of 2019. This included, as a direct result of the fixed quota imposed on the imports of steel pipes from
South Korea, that South Korean imports have halved compared to prior levels.
Our production
costs are sensitive to prices of steelmaking raw materials and other steel products.
We purchase substantial quantities
of steelmaking raw materials, including ferrous steel scrap, direct reduced iron (DRI), pig iron, iron ore and ferroalloys, for
use in the production of our seamless pipe products. In addition, we purchase substantial quantities of steel coils and plates
for use in the production of our welded pipe products. Our production costs, therefore, are sensitive to prices of steelmaking
raw materials and certain steel products, which reflect supply and demand factors in the global steel industry and in the countries
where we have our manufacturing facilities.
The costs of steelmaking raw materials
and of steel coils and plates decreased during 2019. As a reference, prices for hot rolled coils, HRC Midwest USA Mill, published
by CRU, averaged $670 per ton in 2019 compared to $915 per ton in 2018.
Summary of results
In 2019, our sales declined 5% compared to 2018, reflecting
lower drilling activity in Canada and the USA and lower sales in the Middle East and Africa. Despite the integration of SSPC and
a strong level of premium sales for Indian offshore gas projects, sales in the Middle East and Africa region were affected by Aramco
destocking in Saudi Arabia and did not include the extraordinary level of sales to East Mediterranean gas pipelines recorded in
2018.
Operating income declined 5% in line with the decline in sales.
Although gross margins were affected by lower volumes and high maintenance and start-up delays associated with the major overhauls
and investments we carried out at many of our industrial facilities including Tamsa in Mexico, these were compensated by lower
amortization charges. Shareholders net income declined 15% for the year, reflecting the decline in operating income and lower returns
on our investment in Ternium.
Cash flow provided by operating activities amounted to $1,528
million during 2019, which included a reduction in working capital of $523 million. This amounted to a free cash flow margin of
16%, following capital expenditures of $350 million. During the year we made dividend payments of $484 million, an investment of
$133 million in SSPC, and our net cash position increased by $495 million to $980 million at December 31, 2019.
Outlook
The rapid decline in economic activity and unprecedented collapse
in global oil demand as a result of the measures taken to contain the spread of the COVID-19 pandemic around the world has resulted
in an equally unprecedented collapse in oil prices, due to the imbalance between production, storage capacity and demand. At this
moment, it is not possible to determine how long it will take for economic activity and oil and gas demand to recover and for supply
and demand to rebalance. In this environment, investments in exploration and production of oil and gas are being severely curtailed
and are not expected to recover in the short term.
We are taking action to preserve adequate levels of operation
while protecting the health and safety of our employees, fulfill our commitments to customers, strengthen the medical response
capability in the local communities where we have our operations and ensure the financial stability of the company.
To mitigate the impact of expected lower sales, we are working on a
worldwide rightsizing program and cost containment plan aimed at preserving financial resources and liquidity and maintaining the
continuity of our operations. The actions include:
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(i)
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adjusting the level of our operations and workforce around the world, including the temporary closure of facilities and production
lines in the USA;
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(ii)
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downsizing our fixed cost structure, including pay reductions for the board and senior management with aggregated cost savings
of approximately $220 million by year end;
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(iii)
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reducing capital expenditures and R&D expenses by approximately $150 million compared to 2019;
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(iv)
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proposing to limit the payment of the dividend in respect of the 2019 fiscal year to the $153 million payment already made
as an interim dividend during November;
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(v)
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reducing working capital in accordance with activity levels.
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For the second quarter of 2020, we are expecting a substantial
reduction in sales and margins, particularly in the Americas, though sales in the rest of the world may remain more stable. In
this highly uncertain environment, sales could be around 35% lower than the first quarter and our EBITDA margin, excluding restructuring
charges, could fall to a high single digit. We do, however, expect to reduce working capital further and continue to generate positive
free cash flow.
For more information on the impact of the COVID-19 pandemic
and the oil and gas crisis, see Item 5G. “Operating and Financial Review and Prospects –Recent Developments - The COVID-19
pandemic and the oil & gas crisis and their impact on Tenaris’s operations and financial condition.”
Functional and presentation currency
The functional and presentation currency of the Company is the
U.S. dollar. The U.S. dollar is the currency that best reflects the economic substance of the underlying events and circumstances
relevant to Tenaris’s global operations.
Except for the Brazilian and Italian subsidiaries whose functional
currencies are their local currencies, Tenaris determined that the functional currency of its other subsidiaries is the U.S. dollar,
based on the following principal considerations:
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·
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Sales are mainly negotiated, denominated and settled in U.S. dollars. If priced in a currency other than the U.S. dollar, the
sales price may consider exposure to fluctuation in the exchange rate versus the U.S. dollar;
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·
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Prices of their critical raw materials and inputs are priced and settled in U.S. dollars;
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·
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Transaction and operational environment and the cash flow of these operations have the U.S. dollars as reference currency;
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·
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Significant level of integration of local operations within Tenaris’s international global distribution network;
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·
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Net financial assets and liabilities are mainly received and maintained in U.S. dollars; and
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·
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The exchange rate of certain legal currencies has long been affected by recurring and severe economic crises.
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Critical Accounting Estimates
This discussion and analysis of our financial condition and
results of operations are based on our audited consolidated financial statements, which have been prepared in accordance with IFRS.
IFRS differs in certain significant aspects from U.S. GAAP.
The preparation of our audited consolidated financial statements
and related disclosures in conformity with IFRS requires us to make estimates and assumptions that might affect the reported amounts
of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses.
Management evaluates its accounting estimates and assumptions, including those related to impairment of long-lived tangible and
intangible assets; assets useful lives; deferred income tax; obsolescence of inventory; doubtful accounts; post-employment benefits;
and loss contingencies, and revises them when appropriate. Management bases its estimates on historical experience and on various
other assumptions it believes to be reasonable under the circumstances. These estimates form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from other sources. Although management believes that
these estimates and assumptions are reasonable, they are based upon information available at the time they are made. Actual results
may differ significantly from these estimates under different assumptions or conditions.
Our most critical accounting estimates are those that are most
important to the portrayal of our financial condition and results of operations, and which require us to make our most difficult
and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Our most critical
accounting estimates and judgments are the following:
Accounting for business combinations
To account for our business combinations we use the acquisition
method, which requires the acquired assets and assumed liabilities to be recorded at their respective fair value as of the acquisition
date. The determination of fair values of assets acquired, liabilities and contingent liabilities assumed and determination of
useful lives, requires us to make estimates and use valuation techniques, including the use of independent valuators, when market
value is not readily available. The excess of the aggregate of the consideration transferred and the amount of any non-controlling
interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this is less than
the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the income statement.
Impairment and recoverability of goodwill and other assets
Long-lived assets including identifiable intangible assets are
reviewed for impairment at the lowest level for which there are separately identifiable cash flows (cash generating units, or “CGU”).
Most of Tenaris’s principal subsidiaries that constitute a CGU have a single main production facility and, accordingly, each
of such subsidiary represents the lowest level of asset aggregation that generates largely independent cash inflows.
Assets that are subject to amortization are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets with indefinite
useful life, including goodwill, are subject to at least an annual impairment test.
In assessing whether there is any indication that a CGU may
be impaired, external and internal sources of information are analyzed. Material facts and circumstances specifically considered
in the analysis usually include the discount rate used in Tenaris’s cash flow projections and the business condition in terms
of competitive and economic factors, such as the cost of raw materials, oil and gas prices, capital expenditure programs for Tenaris’s
customers and the evolution of the rig count.
An impairment loss is recognized for the amount by which the
asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher between the asset’s value
in use and fair value less costs of disposal. Any impairment loss is allocated to reduce the carrying amount of the assets of the
CGU in the following order:
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a)
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first, to reduce the carrying amount of any goodwill allocated to the CGU; and
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b)
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then, to the other assets of the unit (group of units) pro rata on the basis of the carrying amount of each asset in the unit
(group of units), considering not to reduce the carrying amount of the asset below the highest of its fair value less cost of disposal,
its value in use or zero.
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The value in use of each CGU is determined on the basis of the
present value of net future cash flows which would be generated by such CGU. Tenaris uses cash flow projections for a five-year
period with a terminal value calculated based on perpetuity and appropriate discount rates.
For purposes of calculating the fair value less costs of disposal
Tenaris uses the estimated value of future cash flows that a market participant could generate from the corresponding CGU.
Management judgment is required to estimate discounted future
cash flows. Actual cash flows and values could vary significantly from the forecasted future cash flows and related values derived
using discounting techniques.
Non-financial assets other than goodwill that suffered an impairment
are reviewed for possible reversal at each reporting date.
No impairment charge was recorded in 2019, 2018, or 2017. For
more information on impairment and recoverability of goodwill and other assets, see “II. Accounting Policies G. Impairment
of non-financial assets” to our audited consolidated financial statements included in this annual report. For information
on impairment charges on our U.S. operations, see Item 5G. “Operating and Financial Review and Prospects –Recent Developments
- The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s operations and financial condition.”
Reassessment of Property, Plant and Equipment Assets Useful
Lives
Property, plant and equipment are stated at directly attributable
historical acquisition or construction cost less accumulated depreciation and impairment losses, if any. Property, plant and equipment
acquired through acquisitions accounted for as business combinations are valued initially at fair market value of the assets acquired.
Depreciation of the cost of the asset (apart from land, which is not depreciated) to its residual value over its estimated useful
life, is done using the straight line method. The depreciation method is reviewed at each year end. Estimating useful lives for
depreciation is particularly difficult as the service lives of assets are also impacted by maintenance and changes in technology,
and our ability to adapt technological innovation to the existing asset base. In accordance with IAS 16, “Property,
Plant and Equipment”, the depreciation method, the residual value and the useful life of an asset must be reviewed at least
at each financial year-end, and, if expectations differ from previous estimates, the change must be treated as a change in an accounting
estimate. Management’s re-estimation of asset useful lives performed in accordance with IAS 16 did not materially affect
depreciation expense for 2019. However, if management’s estimates prove incorrect, the carrying value of plant and equipment
and its useful lives may be required to be reduced from amounts currently recorded. Any such reductions may materially affect asset
values and results of operations.
Reassessment of Useful Lives of Customer Relationships
In accordance with IFRS 3, "Business Combinations"
and IAS 38, “Intangible Assets” Tenaris has recognized the value of customer relationships separately from goodwill
attributable to the acquisition of Maverick and Hydril groups, as well as the more recent acquisition of SSPC.
Customer relationships acquired in a business combination are
recognized at fair value at the acquisition date, have a finite useful life and are carried at cost less accumulated amortization.
Amortization is calculated using the straight line method over the initial expected useful life of approximately 14 years for Maverick,
10 years for Hydril and 9 years for SSPC.
In 2018 the Company reviewed the useful life of Maverick’s
Tubes customer relationships and decided to reduce the remaining useful life from 2 years to zero, consequently a higher amortization
charge of approximately $109 million was recorded in the Consolidated Income Statement under Selling, general and administrative
expenses for the year ended December 31, 2018.
As of December 31, 2019, the net book value of SSPC’s
customer relationship amounted to $72.9 million, with a residual useful life of 8 years. Maverick’s coiled tubing customer
relationships amounted to $9.9 million with a residual useful life of 1 year, while Hydril’s customer relationships is fully
amortized.
Allowance for Obsolescence of Supplies and Spare Parts
and Slow-Moving Inventory
Inventories are stated at the lower between cost and net realizable
value. The cost of finished goods and goods in process is comprised of raw materials, direct labor, utilities, freights and other
direct costs and related production overhead costs, and it excludes borrowing costs. The allocation of fixed production costs,
including depreciation and amortization charges, is based on the normal level of production capacity. Inventories cost is mainly
based on the FIFO method. Tenaris estimates net realizable value of inventories by grouping, where applicable, similar or related
items. Net realizable value is the estimated selling price in the ordinary course of business, less any estimated costs of completion
and selling expenses. Goods in transit as of year-end are valued based on the supplier’s invoice cost.
Tenaris establishes an allowance for obsolete or slow-moving
inventories related to finished goods, goods in process, supplies and spare parts. For slow moving or obsolete finished products,
an allowance is established based on management’s analysis of product aging. An allowance for obsolete and slow-moving inventory
of supplies and spare parts is established based on management's analysis of such items to be used as intended and the consideration
of potential obsolescence due to technological changes, aging and consumption patterns.
Allowances for Doubtful Accounts
Trade and other receivables are recognized initially at fair
value that corresponds to the amount of consideration that is unconditional unless they contain significant financing components.
The Company holds trade receivables with the objective of collecting the contractual cash flows and therefore measures them subsequently
at amortized cost using the effective interest method. Due to the short-term nature, their carrying amount is considered to be
the same as their fair value.
Tenaris applies the IFRS 9 simplified approach to measure expected
credit losses, which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses,
trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected loss rates
are based on the payment profiles of sales over a period of three years and the corresponding historical credit losses experienced
within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic
factors affecting the ability of the customers to settle the receivables.
Deferred income tax
Deferred income tax is recognized applying the liability method
on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the consolidated
financial statements. The principal temporary differences arise from the effect of currency translation on depreciable fixed assets
and inventories, depreciation on property, plant and equipment, valuation of inventories, provisions for pension plans and fair
value adjustments of assets acquired in business combinations. Deferred tax assets are also recognized for net operating loss carry-forwards.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the time period when the asset
is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets are recognized to the extent that it is
probable that future taxable income will be available against which the temporary differences can be utilized. At the end of each
reporting period, Tenaris reassesses unrecognized deferred tax assets. Tenaris recognizes a previously unrecognized deferred tax
asset to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are not recognized for temporary
differences between the carrying amount and tax basis of investments in foreign operations where the company is able to control
the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
Deferred tax assets and liabilities are offset when there is
a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same
taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset
and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax assets and liabilities are re-measured if tax rates
change. These amounts are charged or credited to the Consolidated Income Statement or to the item Other comprehensive income for
the year in the Consolidated Statement of Comprehensive Income, depending on the account to which the original amount was charged
or credited.
Post employment benefits
The Company estimates at each year-end the provision necessary
to meet its post employment obligations in accordance with the advice from independent actuaries. The calculation of post employment
and other employee obligations requires the application of various assumptions. The main assumptions for post employment and other
employee obligations include discount rates, compensation growth rates, pension growth rates and life expectancy. Changes in the
assumptions could give rise to adjustments in the results and liabilities recorded and might have an impact on the post employment
and other employee obligations recognized in the future.
Contingencies
We are from time to time subject to various claims, lawsuits
and other legal proceedings, including customer, employee, tax and environmental-related claims, in which third parties are seeking
payment for alleged damages, reimbursement for losses, or indemnity. Management with the assistance of legal counsel periodically
reviews the status of each significant matter and assesses potential financial exposure. Our potential liability with respect to
such claims, lawsuits and other legal proceedings cannot be estimated with certainty.
Some of these claims, lawsuits and other legal proceedings involve
highly complex issues, and often these issues are subject to substantial uncertainties and, therefore, the probability of loss
and an estimation of damages are difficult to ascertain. Accordingly, with respect to a large portion of such claims, lawsuits
and other legal proceedings, Tenaris is unable to make a reliable estimate of the expected financial effect that will result from
ultimate resolution of the proceeding. In those cases, Tenaris has not accrued a provision for the potential outcome of these cases.
If a potential loss from a claim, lawsuit or other proceeding is considered probable and the amount can be reasonably estimated,
a provision is recorded. Accruals for loss contingencies reflect a reasonable estimate of the losses to be incurred based on information
available to management as of the date of preparation of the consolidated financial statements and take into consideration litigation
and settlement strategies. In a limited number of ongoing cases, Tenaris was able to make a reliable estimate of the expected loss
or range of probable loss and has accrued a provision for such loss but believes that publication of this information on a case-by-case
basis would seriously prejudice Tenaris’s position in the ongoing legal proceedings or in any related settlement discussions.
Accordingly, in these cases, the Company has disclosed information with respect to the nature of the contingency but has not disclosed
its estimate of the range of potential loss.
These estimates are primarily constructed with the assistance
of legal counsel, and management believes that the aggregate provisions recorded for potential losses in the consolidated financial
statements are adequate based upon currently available information. However, if management’s estimates prove incorrect, current
reserves could be inadequate and we could incur a charge to earnings which could have a material adverse effect on our results
of operations, financial condition, net worth and cash flows. As the scope of liabilities becomes better defined, there may be
changes in the estimates of future costs which could have a material adverse effect on our results of operations, financial condition,
net worth and cash flows.
The following discussion and analysis of our financial condition
and results of operations are based on our audited consolidated financial statements included elsewhere in this annual report.
Accordingly, this discussion and analysis present our financial condition and results of operations on a consolidated basis. See
“Presentation of Certain Financial and Other Information - Accounting Principles” and “II. Accounting Policies
A. Basis of presentation” and “B. Group accounting” to our audited consolidated financial statements included
in this annual report. The following discussion should be read in conjunction with our audited consolidated financial statements
and the related notes included in this annual report.
Thousands of U.S. dollars (except number of
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For the year ended December 31,
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shares and per share amounts)
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2019
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2018
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2017
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|
|
|
|
|
Selected consolidated income statement data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
7,294,055
|
|
|
|
7,658,588
|
|
|
|
5,288,504
|
|
Cost of sales
|
|
|
(5,107,495
|
)
|
|
|
(5,279,300
|
)
|
|
|
(3,685,057
|
)
|
Gross profit
|
|
|
2,186,560
|
|
|
|
2,379,288
|
|
|
|
1,603,447
|
|
Selling, general and administrative expenses
|
|
|
(1,365,974
|
)
|
|
|
(1,509,976
|
)
|
|
|
(1,270,016
|
)
|
Other operating income (expenses), net
|
|
|
11,805
|
|
|
|
2,501
|
|
|
|
1,157
|
|
Operating income
|
|
|
832,391
|
|
|
|
871,813
|
|
|
|
334,588
|
|
Finance income
|
|
|
47,997
|
|
|
|
39,856
|
|
|
|
47,605
|
|
Finance cost
|
|
|
(43,381
|
)
|
|
|
(36,942
|
)
|
|
|
(27,072
|
)
|
Other financial results
|
|
|
14,667
|
|
|
|
34,386
|
|
|
|
(43,550
|
)
|
Income before equity in earnings of non-consolidated companies and income tax
|
|
|
851,674
|
|
|
|
909,113
|
|
|
|
311,571
|
|
Equity in earnings of non-consolidated companies
|
|
|
82,036
|
|
|
|
193,994
|
|
|
|
116,140
|
|
Income before income tax
|
|
|
933,710
|
|
|
|
1,103,107
|
|
|
|
427,711
|
|
Income tax
|
|
|
(202,452
|
)
|
|
|
(229,207
|
)
|
|
|
17,136
|
|
Income for the year for continuing operations
|
|
|
731,258
|
|
|
|
873,900
|
|
|
|
444,847
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Result for discontinued operations
|
|
|
–
|
|
|
|
–
|
|
|
|
91,542
|
|
Income for the year (1)
|
|
|
731,258
|
|
|
|
873,900
|
|
|
|
536,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the parent
|
|
|
742,686
|
|
|
|
876,063
|
|
|
|
544,737
|
|
Non-controlling interests
|
|
|
(11,428
|
)
|
|
|
(2,163
|
)
|
|
|
(8,348
|
)
|
Income for the year (1)
|
|
|
731,258
|
|
|
|
873,900
|
|
|
|
536,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization for continuing operations
|
|
|
(539,521
|
)
|
|
|
(664,357
|
)
|
|
|
(608,640
|
)
|
Weighted average number of shares outstanding
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
Basic and diluted earnings per share for continuing operations
|
|
|
0.63
|
|
|
|
0.74
|
|
|
|
0.38
|
|
Basic and diluted earnings per share
|
|
|
0.63
|
|
|
|
0.74
|
|
|
|
0.46
|
|
Dividends per share (2)
|
|
|
0.41
|
|
|
|
0.41
|
|
|
|
0.41
|
|
|
(1)
|
IAS
1 (revised), requires that income for the year as shown on the income statement does
not exclude non-controlling interests. Earnings per share, however, continue to be calculated
on the basis of income attributable solely to the owners of the parent.
|
|
(2)
|
Dividends
per share correspond to the dividends proposed or paid in respect of the year.
|
|
|
At December 31,
|
Thousands of U.S. dollars (except number of shares)
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
Selected consolidated financial position data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
5,670,607
|
|
|
|
5,464,192
|
|
|
|
5,381,154
|
|
Property, plant and equipment, net
|
|
|
6,090,017
|
|
|
|
6,063,908
|
|
|
|
6,229,143
|
|
Other non-current assets
|
|
|
3,082,367
|
|
|
|
2,723,199
|
|
|
|
2,787,921
|
|
Total assets
|
|
|
14,842,991
|
|
|
|
14,251,299
|
|
|
|
14,398,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
1,780,457
|
|
|
|
1,718,363
|
|
|
|
2,070,899
|
|
Non-current borrowings
|
|
|
40,880
|
|
|
|
29,187
|
|
|
|
34,645
|
|
Deferred tax liabilities
|
|
|
336,982
|
|
|
|
379,039
|
|
|
|
457,970
|
|
Other non-current liabilities
|
|
|
498,300
|
|
|
|
249,218
|
|
|
|
253,734
|
|
Total liabilities
|
|
|
2,656,619
|
|
|
|
2,375,807
|
|
|
|
2,817,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves attributable to the owners of the parent
|
|
|
11,988,958
|
|
|
|
11,782,882
|
|
|
|
11,482,185
|
|
Non-controlling interests
|
|
|
197,414
|
|
|
|
92,610
|
|
|
|
98,785
|
|
Total equity
|
|
|
12,186,372
|
|
|
|
11,875,492
|
|
|
|
11,580,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
14,842,991
|
|
|
|
14,251,299
|
|
|
|
14,398,218
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital
|
|
|
1,180,537
|
|
|
|
1,180,537
|
|
|
|
1,180,537
|
|
Number of shares outstanding
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
|
|
1,180,536,830
|
|
The following table sets forth our operating and other costs
and expenses as a percentage of net sales for the periods indicated.
Percentage of net sales
|
|
For the year ended December 31,
|
|
|
2019
|
|
2018
|
|
2017
|
Continuing Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
100.0
|
|
|
|
100.0
|
|
|
|
100.0
|
|
Cost of sales
|
|
|
(70.0
|
)
|
|
|
(68.9
|
)
|
|
|
(69.7
|
)
|
Gross profit
|
|
|
30.0
|
|
|
|
31.1
|
|
|
|
30.3
|
|
Selling, general and administrative expenses
|
|
|
(18.7
|
)
|
|
|
(19.7
|
)
|
|
|
(24.0
|
)
|
Other operating income (expenses), net
|
|
|
0.2
|
|
|
|
0.0
|
|
|
|
0.0
|
|
Operating income
|
|
|
11.4
|
|
|
|
11.4
|
|
|
|
6.3
|
|
Finance income
|
|
|
0.7
|
|
|
|
0.5
|
|
|
|
0.9
|
|
Finance cost
|
|
|
(0.6
|
)
|
|
|
(0.5
|
)
|
|
|
(0.5
|
)
|
Other financial results
|
|
|
0.2
|
|
|
|
0.4
|
|
|
|
(0.8
|
)
|
Income before equity in earnings of non-consolidated companies and income tax
|
|
|
11.7
|
|
|
|
11.9
|
|
|
|
5.9
|
|
Equity in earnings of non-consolidated companies
|
|
|
1.1
|
|
|
|
2.5
|
|
|
|
2.2
|
|
Income before income tax
|
|
|
12.8
|
|
|
|
14.4
|
|
|
|
8.1
|
|
Income tax
|
|
|
(2.8
|
)
|
|
|
(3.0
|
)
|
|
|
0.3
|
|
Income for the year for continuing operations
|
|
|
10.0
|
|
|
|
11.4
|
|
|
|
8.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Result for discontinued operations
|
|
|
–
|
|
|
|
–
|
|
|
|
1.7
|
|
Income for the year
|
|
|
10.0
|
|
|
|
11.4
|
|
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Owners of the parent
|
|
|
10.2
|
|
|
|
11.4
|
|
|
|
10.3
|
|
Non-controlling interests
|
|
|
(0.2
|
)
|
|
|
(0.0
|
)
|
|
|
(0.2
|
)
|
Fiscal Year Ended December 31, 2019, Compared to Fiscal
Year Ended December 31, 2018
The following table shows our net sales
by business segment for the periods indicated below:
Millions of U.S. dollars
|
|
For the year ended December 31,
|
|
Increase /
|
|
|
2019
|
|
2018
|
|
(Decrease)
|
Tubes
|
|
|
6,870
|
|
|
|
94
|
%
|
|
|
7,233
|
|
|
|
94
|
%
|
|
|
(5
|
%)
|
Others
|
|
|
424
|
|
|
|
6
|
%
|
|
|
426
|
|
|
|
6
|
%
|
|
|
(0
|
%)
|
Total
|
|
|
7,294
|
|
|
|
100
|
%
|
|
|
7,659
|
|
|
|
100
|
%
|
|
|
(5
|
%)
|
Tubes
The following table indicates, for our
Tubes business segment, sales volumes of seamless and welded pipes for the periods indicated below:
Thousands of tons
|
|
For the year ended December 31,
|
|
Increase /
|
|
|
2019
|
|
2018
|
|
(Decrease)
|
Seamless
|
|
|
2,600
|
|
|
|
2,694
|
|
|
|
(3
|
%)
|
Welded
|
|
|
671
|
|
|
|
877
|
|
|
|
(23
|
%)
|
Total
|
|
|
3,271
|
|
|
|
3,571
|
|
|
|
(8
|
%)
|
The following table indicates, for our
Tubes business segment, net sales by geographic region, operating income and operating income as a percentage of net sales for
the periods indicated below:
Millions of U.S. dollars
|
|
|
|
|
|
|
|
|
For the year ended December 31,
|
|
Increase /
|
Net sales
|
|
2019
|
|
2018
|
|
(Decrease)
|
- North America
|
|
|
3,307
|
|
|
|
3,488
|
|
|
|
(5
|
%)
|
- South America
|
|
|
1,240
|
|
|
|
1,284
|
|
|
|
(3
|
%)
|
- Europe
|
|
|
641
|
|
|
|
628
|
|
|
|
2
|
%
|
- Middle East & Africa
|
|
|
1,337
|
|
|
|
1,541
|
|
|
|
(13
|
%)
|
- Asia Pacific
|
|
|
345
|
|
|
|
292
|
|
|
|
18
|
%
|
Total net sales
|
|
|
6,870
|
|
|
|
7,233
|
|
|
|
(5
|
%)
|
Operating income
|
|
|
755
|
|
|
|
777
|
|
|
|
(3
|
%)
|
Operating income (% of sales)
|
|
|
11.0
|
%
|
|
|
10.7
|
%
|
|
|
|
|
Net sales of tubular products and services decreased
5% to $6,870 million in 2019, compared to $7,233 million in 2018,
reflecting an 8% decline in volumes and a 4% increase in average selling prices. In North America, while sales were higher in Mexico,
they declined in Canada and the United States reflecting lower drilling activity. In South America sales declined slightly reflecting
a reduction in drilling activity in Argentina towards the end of the year. In Europe sales increased due to higher demand for offshore
line pipe and OCTG with lower sales of mechanical pipes and line pipe for hydrocarbon process projects. In the Middle East &
Africa, the acquisition of SSPC and an increase in sales in the Middle East outside of Saudi Arabia (where destocking took place)
did not compensate for the drop in sales of offshore line pipe following the completion of deliveries for East Mediterranean gas
development projects. In Asia Pacific, while sales increased in China, Indonesia and Australia, they declined in Thailand.
Operating income from tubular products and services,
amounted to $755 million in 2019, compared to $777 million in 2018 (including $109 million one-off charge from higher amortization
of intangibles).
Operating income during 2019 was negatively affected by lower
shipment volumes after the completion of deliveries of offshore line pipe for East Mediterranean gas development projects.
Others
The following table indicates, for our Others business segment,
net sales, operating income and operating income as a percentage of net sales for the periods indicated below:
Millions of U.S. dollars
|
|
For the year ended December 31,
|
|
Increase /
|
|
|
2019
|
|
2018
|
|
(Decrease)
|
Net sales
|
|
|
424
|
|
|
|
426
|
|
|
|
(0
|
%)
|
Operating income
|
|
|
77
|
|
|
|
95
|
|
|
|
(19
|
%)
|
Operating income (% of sales)
|
|
|
18.2
|
%
|
|
|
22.2
|
%
|
|
|
|
|
Net sales of other products and services
remained stable as lower sales of energy and excess raw materials and coiled tubing were compensated by higher sales of industrial
equipment in Brazil and sucker rods.
Operating income from other products and services,
decreased from $95 million in 2018 to $77 million in 2019, mainly due to the lower contribution from our sales of energy and excess
raw materials and from our coiled tubing business.
Selling, general and administrative expenses
or SG&A, decreased by $144 million in 2019 to $1,366 million in 2019, from $1,510 million in 2018 (in 2018 included a one-off
higher amortization charge of $109 million). As a percentage of sales SG&A amounted to 18.7% in 2019 compared to 19.7% in 2018.
Apart from the lower amortization and depreciation charge, SG&A declined mainly due to lower logistic costs and allowance for
doubtful accounts partially compensated by higher services and fees, labor costs and taxes.
Financial results amounted to a gain
of $19 million in 2019, compared to $37 million in 2018. The 2019 gain corresponds mainly to an FX gain of $28 million mainly related
to the Argentine peso devaluation on peso denominated financial, trade, social and fiscal payables at Argentine subsidiaries which
functional currency is the U.S. dollar.
Equity in earnings of non-consolidated
companies generated a gain of $82 million in 2019, compared to $194 million in 2018. These results were mainly derived from
our equity investment in Ternium (NYSE:TX).
Income tax charge amounted to $202
million in 2019 (24% over income before equity in earnings of non-consolidated companies and income tax), compared to $229 million
in 2018 (25%).
Net income for continuing operations
amounted to $731 million in 2019, compared with $874 million in 2018. The lower results reflect a worse operating environment and
a reduction of $112 million in the contribution from our non-consolidated investments, mainly Ternium.
Fiscal Year Ended December 31, 2018,
Compared to Fiscal Year Ended December 31, 2017
The following table shows our net sales
by business segment for the periods indicated below:
Millions of U.S. dollars
|
|
For the year ended December 31,
|
|
Increase /
|
|
|
2018
|
|
2017
|
|
(Decrease)
|
Tubes
|
|
|
7,233
|
|
|
|
94
|
%
|
|
|
4,966
|
|
|
|
94
|
%
|
|
|
46
|
%
|
Others
|
|
|
426
|
|
|
|
6
|
%
|
|
|
323
|
|
|
|
6
|
%
|
|
|
32
|
%
|
Total
|
|
|
7,659
|
|
|
|
100
|
%
|
|
|
5,289
|
|
|
|
100
|
%
|
|
|
45
|
%
|
Tubes
The following table indicates, for our
Tubes business segment, sales volumes of seamless and welded pipes for the periods indicated below:
Thousands of tons
|
|
For the year ended December 31,
|
|
Increase /
|
|
|
2018
|
|
2017
|
|
(Decrease)
|
Seamless
|
|
|
2,694
|
|
|
|
2,157
|
|
|
|
25
|
%
|
Welded
|
|
|
877
|
|
|
|
461
|
|
|
|
90
|
%
|
Total
|
|
|
3,571
|
|
|
|
2,618
|
|
|
|
36
|
%
|
The following table indicates, for our
Tubes business segment, net sales by geographic region, operating income and operating income as a percentage of net sales for
the periods indicated below:
Millions of U.S. dollars
|
|
For the year ended December 31,
|
|
Increase /
|
|
|
2018
|
|
2017
|
|
(Decrease)
|
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
|
- North America
|
|
|
3,488
|
|
|
|
2,362
|
|
|
|
48
|
%
|
- South America
|
|
|
1,284
|
|
|
|
982
|
|
|
|
31
|
%
|
- Europe
|
|
|
628
|
|
|
|
497
|
|
|
|
26
|
%
|
- Middle East & Africa
|
|
|
1,541
|
|
|
|
921
|
|
|
|
67
|
%
|
- Asia Pacific
|
|
|
292
|
|
|
|
204
|
|
|
|
43
|
%
|
Total net sales
|
|
|
7,233
|
|
|
|
4,966
|
|
|
|
46
|
%
|
Operating income
|
|
|
777
|
|
|
|
292
|
|
|
|
166
|
%
|
Operating income (% of sales)
|
|
|
10.7
|
%
|
|
|
5.9
|
%
|
|
|
|
|
Net sales of tubular products and services increased
46% to $7,233 million in 2018, compared to $4,966 million in 2017, reflecting a 36% increase in volumes and a 7% increase in average
selling prices. Sales increased mainly due to a strong increase in demand in the United States and Canada and higher sales of line
pipe for complex projects, including shipments for the second Zohr offshore welded pipeline in Egypt. In North America sales increased
mainly due to higher demand of OCTG and line pipe and the consolidation of our market position throughout the region. In South
America, sales increased mainly due to higher demand of OCTG and line pipe in Argentina, associated with increased investments
in Vaca Muerta shale and higher demand for OCTG in the Andean region, including sales to the Liza development in Guyana, partially
offset by lower sales of OCTG in Brazil, reflecting transition to new contracts with Petrobras. In Europe, sales increased reflecting
higher demand for industrial products and for OCTG products in the North Sea and continental Europe. In the Middle East and Africa
sales increased significantly, thanks to an exceptional level of sales for offshore line pipe for East Mediterranean gas development
projects and higher sales of OCTG in the Middle East and Caspian areas. In Asia Pacific sales increased following a recovery in
Indonesia and China from very low levels in 2017.
Operating income from tubular products and services,
amounted to $777 million in 2018, compared to $292 million in 2017. Operating income during 2018 was negatively affected by a higher
customer relationships amortization charge of $109 million, after the full amortization of the residual value of Maverick’s
Tubes segment customer relationships. Excluding this one off effect operating income would amount to $886 million, 12% of sales.
The significant improvement in Tubes operating income reflects a better operating environment, where a 46% increase in sales improved
the utilization of production capacity and therefore the absorption of fixed costs.
Others
The following table indicates, for our Others business segment,
net sales, operating income and operating income as a percentage of net sales for the periods indicated below:
Millions of U.S. dollars
|
|
For the year ended December 31,
|
|
Increase /
|
|
|
2018
|
|
2017
|
|
(Decrease)
|
Net sales
|
|
|
426
|
|
|
|
323
|
|
|
|
32
|
%
|
Operating income
|
|
|
95
|
|
|
|
43
|
|
|
|
122
|
%
|
Operating income (% of sales)
|
|
|
22.2
|
%
|
|
|
13.2
|
%
|
|
|
|
|
Net sales of other products and services
increased 32% to $426 million in 2018, compared to $323 million in 2017, mainly due to higher sales of energy related products
e.g., sucker rods and coiled tubing.
Operating income from other products and services,
increased from $43 million in 2017 to $95 million in 2018, while all the profit centers improved their results, the main contributors
were the energy related businesses, mainly sucker rods and coiled tubing.
Selling, general and administrative expenses
or SG&A, increased by $240 million (19%) in 2018 from $1,270 million in 2017 to $1,510 million in 2018. SG&A during 2018
includes a higher amortization charge of $109 million, after the full amortization of the residual value of Maverick’s Tubes
segment customer relationships. Excluding this one off effect, SG&A amounted to $1,401 million (18% of sales), compared to
$1,270 million (24%) in 2017. The decline of SG&A as a percentage of net sales reflects the containment of fixed and semi-fixed
expenses in a higher volumes environment.
Financial results amounted to a gain
of $37 million in 2018, compared to a loss of $23 million in 2017.The 2018 gain corresponds mainly to an FX gain of $29 million;
$24 million related to the Argentine peso devaluation on peso denominated financial, trade, social and fiscal payables at Argentine
subsidiaries which functional currency is the U.S. dollar, $17 million related to the Euro depreciation on Euro denominated intercompany
liabilities (offset in the currency translation reserve in equity), partially offset by a loss of $8 million due to the devaluation
of the Canadian dollar. Additionally, we gained $7 million on derivatives, mainly covering net receivables in Canadian dollar and
$3 million net interest on our net cash position.
Equity in earnings of non-consolidated
companies generated a gain of $194 million in 2018, compared to $116 million in 2017. These results were mainly derived from
our equity investment in Ternium (NYSE:TX).
Income tax charge amounted to $229
million in 2018 (25% over income before tax), compared to a gain of $17 million in 2017. In 2017 we recorded a gain of $63 million
due to the reduction in income tax rates in Argentina, the United States and Colombia over deferred tax liabilities. Additionally,
during 2017 we recorded an income tax charge of $29 million corresponding to a settlement agreement between Dalmine, our Italian
subsidiary, and the Italian tax authorities in connection with all withholding tax claims on 2007 and 2008 dividend payments. Under
such settlement agreement, Dalmine paid to the Italian tax administration an aggregate amount of EUR42.9 million (approximately
$51 million), net of EUR3.2 million (approximately $4 million) corresponding to the amount previously paid during the litigation
proceeding.
Net income for continuing operations
amounted to $874 million in 2018, compared with $536 million in 2017. The improvement in results reflects a better operating environment,
where a 45% increase in sales improved the utilization of production capacity and therefore the absorption of fixed costs, better
financial results and better results from our investment in Ternium.
|
B.
|
Liquidity and Capital Resources
|
The following table provides certain information related to
our cash generation and changes in our cash and cash equivalents position for each of the last three years:
Millions of U.S. dollars
|
|
For the year ended December 31,
|
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
1,528
|
|
|
|
611
|
|
|
|
(22
|
)
|
Net cash (used in) provided by investing activities
|
|
|
(40
|
)
|
|
|
399
|
|
|
|
349
|
|
Net cash used in financing activities
|
|
|
(354
|
)
|
|
|
(900
|
)
|
|
|
(401
|
)
|
Increase (decrease) in cash and cash equivalents
|
|
|
1,134
|
|
|
|
109
|
|
|
|
(74
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of year (excluding overdrafts)
|
|
|
427
|
|
|
|
330
|
|
|
|
399
|
|
Effect of exchange rate changes
|
|
|
(6
|
)
|
|
|
(13
|
)
|
|
|
6
|
|
Increase (decrease) in cash and cash equivalents
|
|
|
1,134
|
|
|
|
109
|
|
|
|
(74
|
)
|
Cash and cash equivalents at the end of year (excluding
overdrafts)
|
|
|
1,554
|
|
|
|
427
|
|
|
|
330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of year (excluding overdrafts)
|
|
|
1,554
|
|
|
|
427
|
|
|
|
330
|
|
Bank overdrafts
|
|
|
0
|
|
|
|
2
|
|
|
|
0
|
|
Other current investments
|
|
|
210
|
|
|
|
488
|
|
|
|
1,192
|
|
Non-current investments
|
|
|
18
|
|
|
|
114
|
|
|
|
123
|
|
Derivatives hedging borrowings and investments
|
|
|
19
|
|
|
|
(6
|
)
|
|
|
(33
|
)
|
Current and non current borrowings
|
|
|
(822
|
)
|
|
|
(539
|
)
|
|
|
(966
|
)
|
Net cash at the end of the year
|
|
|
980
|
|
|
|
485
|
|
|
|
647
|
|
Our financing strategy aims to maintain adequate financial resources
and access to additional liquidity. During 2019 cash flow provided by operating activities amounted to $1,528 million (including
a decrease in working capital of $523 million), our capital expenditures amounted to $350 million and we paid dividends amounting
to $484 million. At the end of the year we had a net cash position of $980 million, compared to $485 million at the beginning of
the year.
We believe that funds from operations, the
availability of liquid financial assets and our access to external borrowing through the financial markets will be sufficient to
satisfy our working capital needs, to finance our planned capital spending program, to service our debt in the future twelve months
and to address short-term changes in business conditions. For more information see Item 5.G. “Operating and Financial Review
and Prospects –Recent Developments - The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s
operations and financial condition.”
We have a conservative approach to the management
of our liquidity, which consists of (i) cash and cash equivalents (cash in banks, liquidity funds and investments with a maturity
of less than three months at the date of purchase), and (ii) Other Investments (fixed income securities, time deposits, and fund
investments).
At December 31, 2019, liquid financial assets
as a whole (comprising cash and cash equivalents and other investments) were 12% of total assets compared to 7% at the end of 2018.
We hold investments primarily in liquidity funds and variable
or fixed-rate securities from investment grade issuers. We hold our cash and cash equivalents primarily in U.S. dollars and in
major financial centers. As of December 31, 2019, and 2018, U.S. dollar denominated liquid assets represented 95% of total liquid
financial assets.
Fiscal Year Ended December 31, 2019, Compared to
Fiscal Year Ended December 31, 2018
Operating activities
Net cash provided by operations during 2019 was $1,528 million,
compared to $611 million during 2018. This increase was mainly attributable to a $523 million decrease in working capital in 2019,
while in 2018 the increase in working capital amounted to $738 million. The annual variation was mainly attributed to a decrease
of $428 million in trade receivables, compared with an increase of $518 million in 2018. Additionally, during 2019 inventories
decreased $311 million which compares with an increase in inventory of $176 million in 2018. For more information on cash flow
disclosures and changes to working capital, see note 28 “Cash flow disclosures” to our audited consolidated financial
statements included in this annual report.
Investing activities
Net cash used in investing activities was $40 million in 2019,
compared to a net cash provided by investing activities of $399 million in 2018. We reduced our financial investments by $390 million
in 2019 compared to a reduction of $717 million in 2018. Additionally, during 2019 we spent $133 million in acquisition of subsidiaries.
Financing activities
Net cash used in financing activities, including dividends paid,
proceeds and repayments of borrowings and acquisitions of non-controlling interests, was $354 million in 2019, compared to $900
million in 2018.
During 2019 we had net proceeds from borrowings of $174 million,
while in 2018 we had net repayments of borrowings of $413 million.
Dividends paid during 2019 and 2018 amounted to $484 million
in each year.
Our total liabilities to total assets ratio was 0.18:1 as of
December 31, 2019 and 0.17:1 as of December 31, 2018.
Fiscal Year Ended December 31, 2018, Compared to
Fiscal Year Ended December 31, 2017
Operating activities
Net cash provided by operations during 2018 was $611 million,
compared to $22 million of net cash used in operations during 2017. This increase was mainly attributable to an increase in results
and a smaller increase in working capital. In 2018 and 2017 the increase in working capital amounted to $738 million and $853 million
respectively. The main yearly variation was related to an increase of $518 million in trade receivables, compared with an increase
of $259 million in 2017, while trade payables decreased $57 million in 2018 and increased $194 million in 2017. Additionally, during
2018 inventories increased $176 million which compares with an increase in inventory of $804 million in 2017. For more information
on cash flow disclosures and changes to working capital, see note 28 “Cash flow disclosures” to our audited consolidated
financial statements included in this annual report.
Investing activities
Net cash provided by investing activities was $399 million in
2018, compared to $349 million in 2017 (including the $328 million we collected from the sale of Republic Conduit). Capital expenditures
decreased to $349 million from $558 million in 2017 declining following the startup of our greenfield seamless facility in Bay
City, Texas at the end of 2017. Additionally, we reduced our financial investments by $717 million in 2018 compared to a reduction
of $565 million in 2017.
Financing activities
Net cash used in financing activities, including dividends paid,
proceeds and repayments of borrowings and acquisitions of non-controlling interests, was $900 million in 2018, compared to $401
million in 2017.
During 2018 we had net repayments from borrowings of $413 million,
while in 2017 we had net proceeds of borrowings of $107 million.
Dividends paid during 2018 and 2017 amounted to $484 million
in each year.
Our total liabilities to total assets ratio was 0.17:1 as of
December 31, 2018 and 0.20:1 as of December 31, 2017.
Principal Sources of Funding
During 2019, we funded our operations with operating cash flows,
bank financing and available liquid financial assets. Short-term bank borrowings were used as needed throughout the year.
Financial liabilities
During 2019 borrowings increased by $283 million to $822 million
at December 31, 2019, from $539 million at December 31, 2018.
Borrowings consist mainly of bank loans. As of December 31,
2019, U.S. dollar-denominated borrowings plus borrowings denominated in other currencies swapped to the U.S. dollar represented
89% of total borrowings.
For further information about our financial debt, please see
note 19 “Borrowings” to our audited consolidated financial statements included in this annual report.
The following table shows the composition of our financial debt
at December 31, 2019, 2018 and 2017:
Millions of U.S. dollars
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
Bank borrowings
|
|
|
822
|
|
|
|
537
|
|
|
|
966
|
|
Bank overdrafts
|
|
|
0
|
|
|
|
2
|
|
|
|
0
|
|
Total borrowings
|
|
|
822
|
|
|
|
539
|
|
|
|
966
|
|
Our weighted average interest rates before tax (considering
hedge accounting), amounted to 3.18% at December 31, 2019 and to 3.98% at December 31, 2018.
The maturity of our financial debt is as
follows:
Millions of U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2019
|
|
1 year or less
|
|
1 - 2 years
|
|
2 - 3 years
|
|
3 - 4 years
|
|
4 - 5 years
|
|
Over 5 years
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
781
|
|
|
|
17
|
|
|
|
24
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
822
|
|
Interest to be accrued (*)
|
|
|
11
|
|
|
|
1
|
|
|
|
0
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
13
|
|
Total
|
|
|
793
|
|
|
|
18
|
|
|
|
24
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
835
|
|
__________
|
(*)
|
Includes the effect of
hedge accounting.
|
Our current borrowings to total borrowings ratio amounted to
0.95:1 as of December 31, 2019 and December 31, 2018. Our liquid financial assets exceeded our total borrowings, we had a net cash
position (cash and cash equivalents, other current and non-current investments, derivatives hedging borrowings and investments,
less total borrowings) of $980 million at December 31, 2019, compared to $485 million at December 31, 2018.
For information on our derivative financial instruments, please
see Item 11. “Quantitative and Qualitative Disclosure about Market Risk – Accounting for Derivative Financial Instruments
and Hedging Activities” and note 24 “Derivative financial instruments” to our audited consolidated financial
statements included in this annual report.
For information regarding the extent to which borrowings are
at fixed rates, please see Item 11. “Quantitative and Qualitative Disclosure About Market Risk”.
Significant Borrowings
Our most significant borrowings as of December
31, 2019 were as follows:
Millions of U.S. dollars
|
|
|
|
|
Disbursement date
|
Borrower
|
Type
|
Original & Outstanding
|
Final maturity
|
2019
|
Tamsa
|
Bank loans
|
621
|
2020
|
2019
|
Siderca
|
Bank loans
|
60
|
2020
|
As of December 31, 2019, Tenaris was in
compliance with all of its covenants under its significant borrowings, including financial covenants on leverage ratio.
|
C.
|
Research and Development, Patents and Licenses, Etc.
|
See Item 4.B. “Information on the Company –
Business Overview – Research and Development”.
Principal Factors Affecting Oil and Gas Prices and Demand
for Steel Pipes from the Global Oil and Gas Industry.
Sales to the oil and gas industry worldwide represent a high
percentage of our total sales, and demand for steel pipes from the global oil and gas industry is a significant factor affecting
the general level of volumes and prices for our products. Downward pressures on oil and gas prices usually result in lower oil
and gas drilling activity and investment throughout the oil and gas industry with consequently lower demand for our steel pipe
products and, in some circumstances, upward pressures can result in higher demand from our oil and gas customers.
Whereas oil prices are similar in most parts of the world because
oil is a fully tradable commodity, gas prices are influenced by regional factors. In North America, where gas production is extensively
developed and there is an extensive regional pipeline system, these factors include available gas storage capacity and seasonal
weather patterns, particularly winter temperatures in the United States. LNG prices were traditionally established in relation
to international oil prices, particularly in the largest LNG markets in Asia. However, as the market for LNG becomes more global
and the USA becomes a relevant source of LNG, LNG prices are now being set increasingly in relation to gas prices prevailing at
regional gas hubs.
International oil prices depend on diverse factors. On the supply
side, major oil-and-gas-producing nations and companies have frequently collaborated to balance the supply (and thus the price)
of oil in the international markets. A major vehicle for this collaboration has been OPEC. Many of our customers are state-owned
companies in member countries of OPEC. Another factor that has affected the international price level of oil is the political and
socioeconomic conditions of oil-producing countries, such as Libya, Nigeria and Venezuela and the persistence of geo-political
and armed conflicts affecting the Middle East region, which is home to a substantial proportion of the world’s known oil
reserves. On the demand side, economic conditions and the level of oil inventories in the leading industrial nations of the world,
and more recently China, which constitute the largest oil consuming nations, also play a significant role in oil prices.
A more recent factor affecting oil and gas prices has been the
ability of producers in the United States and Canada to rapidly increase production from their reserves of tight oil and shale
gas in response to changes in market conditions. Production from U.S. tight oil reserves has grown in recent years to represent
around 10% of global liquids production, and production from shale gas plays is converting the United States into a net exporter
of natural gas and a significant player in the LNG market.
Following three years of relatively stable oil prices of around $100 per
barrel, prices started to decline in the middle of 2014 as the rate of U.S. production increase began to exceed the increase in
global demand and OPEC confirmed at its November 2014 meeting that it would not cut production to balance demand. As a consequence,
prices reached levels below $30 per barrel in January 2016. Prices then recovered to around $80 per barrel during 2018 once OPEC
and other producers agreed to cut production levels to accelerate the market rebalancing process. By this time, OPEC and other
producers had lifted their production cuts and U.S. oil production was increasing at a rate greater than the increase in global
demand. Oil prices declined 40% in the fourth quarter of 2018 before partially recovering in 2019. In the first quarter of 2020,
the COVID-19 pandemic has affected global oil demand. In addition, agreements between OPEC member countries and other producers
(principally Russia) to cut production levels fell apart. Consequently, oil prices have collapsed to historically low levels.
The 2014 collapse in oil prices led oil and gas operators to
substantially reduce their exploration and production investments to a level which is currently around 60% of the average of the
2012-14 period and this, in turn, resulted in a severe contraction in demand and pressure on pricing for steel pipes used in oil
and gas drilling and associated operations. During 2017, however, oil and gas operators in North America, who have been very successful
in reducing production costs in their shale plays, increased investments in response to more favorable market conditions, and U.S.
operators continued to do so in 2018. However, in 2019 and during the first quarter of 2020, operators have been reducing investment
in the shales as they reacted to financial market pressures in order to achieve positive cash flow returns. With the collapse of
oil prices in March 2020 and continuing financial market pressures, we are likely to see further substantial reductions in their
investments.
Since the development of the Marcellus shale gas play, North
American gas prices have remained at low levels compared to previous decades. Over the past three years, average prices have fluctuated
in the range of $2.00-3.00 per million BTU, significantly below prices in many other major gas-consuming regions. For several years,
production increases, primarily from productive shale gas deposits, have exceeded demand increases, reducing the need for imports,
to the extent that, in 2017, the U.S. became a net exporter of natural gas. Low prices have encouraged investment in gas consuming
industrial facilities and LNG export facilities as well as switching from coal to gas for electric power production, particularly
with the adoption of new regulations which could force the retirement of older coal-based generating units. With continuing investments
in LNG export facilities, the U.S. has become a major global LNG exporter. More recently, North American gas prices have fallen
below $2 per million BTU as global demand growth for LNG has been affected by warmer northern hemisphere weather and the COVID-19
pandemic.
Drilling activity in the United States and Canada, following
several years of high activity, fell sharply through 2015 and the first half of 2016 before beginning a recovery which ended at
the end of 2018. Drilling activity declined throughout 2019 in response to a fall in oil prices at the end of 2018 and financial
market pressures to produce positive cash flow returns. Despite lower prices, production levels today are higher than before the
2014 collapse in oil prices but rig counts are around less than 50% of the levels they reached in 2014, reflecting the strong productivity
gains made by the U.S. oil and gas drilling industry. In the rest of the world, drilling activity began to decline in the second
half of 2014, continued to decline during 2015, 2016 and 2017 before beginning a gradual recovery in the second half of 2018. Although
drilling activity in the Middle East has remained relatively stable, drilling in Latin America and offshore drilling declined significantly,
but began to recover in 2019, although drilling in Argentina declined sharply in the last quarter of 2019, in response to uncertainty
about the policies that the new Argentine government would implement in respect of investments in the Vaca Muerta shale resource.
Prior to the 2014 downturn in oil prices, a growing proportion
of exploration and production spending by oil and gas companies had been directed at offshore, deep drilling and non-conventional
drilling operations in which high-value tubular products, including special steel grades and premium connections, are usually specified.
The success, however, of shale drilling operators, with their inherently short investment cycles, in adapting to lower oil and
gas costs and increasing production, led to a slowdown in new developments of complex offshore projects with long investment lead
times in a context of low and more volatile oil prices, consequently affecting the level of product differentiation.
In addition, the increasing cost competitiveness and use of
alternative renewable sources of energy could limit growth in demand for oil and gas and put downward pressure on oil and gas prices
in the longer term. This trend could accelerate if carbon taxes or carbon pricing instruments resulting in high prices for carbon
emissions are implemented around the world.
The tables below show the annual average number of active oil
and gas drilling rigs, or rig count, in the United States, Canada, International (worldwide other than the United States and Canada
and excluding Iran, Sudan, onshore China, Russia and Syria) and Worldwide, as published by Baker Hughes, for the years indicated
and the percentage increase or decrease over the previous year. Baker Hughes, a leading oil service company, has published its
rig counts on a monthly basis since 1975 as a general indicator of activity in the oil and gas sector.
Rig count
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
International (*)
|
|
|
1,098
|
|
|
|
988
|
|
|
|
948
|
|
|
|
955
|
|
|
|
1,167
|
|
Canada
|
|
|
134
|
|
|
|
191
|
|
|
|
207
|
|
|
|
128
|
|
|
|
193
|
|
United States
|
|
|
943
|
|
|
|
1,032
|
|
|
|
875
|
|
|
|
510
|
|
|
|
977
|
|
Worldwide
|
|
|
2,175
|
|
|
|
2,211
|
|
|
|
2,029
|
|
|
|
1,593
|
|
|
|
2,337
|
|
__________
|
(*)
|
International rig count
excludes Iran, Sudan, onshore China, Russia and Syria (discontinued in February 2013).
|
Percentage increase (decrease) over the previous year
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
International (*)
|
|
|
11
|
%
|
|
|
4
|
%
|
|
|
(1
|
%)
|
|
|
(18
|
%)
|
Canada
|
|
|
(30
|
%)
|
|
|
(7
|
%)
|
|
|
62
|
%
|
|
|
(34
|
%)
|
United States
|
|
|
(9
|
%)
|
|
|
18
|
%
|
|
|
72
|
%
|
|
|
(48
|
%)
|
Worldwide
|
|
|
(2
|
%)
|
|
|
9
|
%
|
|
|
27
|
%
|
|
|
(32
|
%)
|
__________
|
(*)
|
International rig count
excludes Iran, Sudan, onshore China, Russia and Syria (discontinued in February 2013).
|
|
E.
|
Off-Balance Sheet Arrangements
|
As of December 31, 2019, the Company reported the following
financial commitments, consisting of guarantees in connection to its participation in the non-consolidated company Techgen:
|
·
|
On February 13, 2019, Techgen entered into a $640 million syndicated
loan agreement with several banks to refinance an existing loan, resulting in the release of certain corporate guarantee issued
by Techgen’s shareholders to secure the replaced facility.
|
Techgen’s obligations under the current facility, which is “non-recourse”
on the sponsors, are guaranteed by a Mexican security trust covering Techgen’s shares, assets and accounts as well as Techgen’s
affiliates rights under certain contracts. In addition, Techgen’s collection and payment accounts not subject to the trust
have been pledged in favor of the lenders under the new loan agreement, and certain direct agreements –customary for these
type of transactions– have been entered into with third parties and affiliates, including in connection with the agreements
for the sale of energy produced by the project and the agreements for the provision of gas and long-term maintenance services to
Techgen. The commercial terms and conditions governing the purchase, by the Company’s Mexican subsidiary Tamsa, of 22% of
the energy generated by the project remain unchanged.
Under the loan agreement, Techgen is committed to maintain a debt
service reserve account covering debt service becoming due during two consecutive quarters; such account is funded by stand-by
letters of credit issued for the account of Techgen’s sponsors in proportion to their respective participations in Techgen.
Accordingly, the Company and its Swiss subsidiary, Tenaris Investments Switzerland AG, applied for stand-by letters of credit covering
22% of the debt service coverage ratio, which as of December 31, 2019 amounts to $9.8 million.
|
·
|
Tenaris issued a corporate guarantee covering 22% of the outstanding value of natural gas transportation capacity agreements
entered into by Techgen with Kinder Morgan Gas Natural de Mexico S. de R.L. de C.V., and Kinder Morgan Texas Pipeline LLC for a
natural gas purchasing capacity of 150,000 million BTU per day starting on August 1, 2016 and ending on July 31, 2036, and a party
to a contract for the purchase of power generation equipment and other services related to the equipment. As of December 31, 2019,
our exposure under the guarantee in connection with these agreements amounted to $51.9 million and $0.9 million respectively.
|
|
·
|
SSPC issued corporate guarantees to secure repayment of loan agreements entered into by Global Pipe Company (“GPC”),
a Saudi line pipe producer, with Saudi Investment Development Fund, Saudi British Bank and Banque Saudi Fransi to finance GPC’s
capital expenditures and working capital. SSPC currently owns 35% of the share capital of GPC. As of December 31, 2019, SSPC’s
exposure under the guarantees amounted to $131.7 million.
|
In addition, we have various off-balance sheet commitments,
as described in note 25 “Contingencies, commitments and restrictions on the distribution of profits – (ii) Commitments
and guarantees” to our audited consolidated financial statements included in this annual report.
|
F.
|
Contractual Obligations
|
The following table summarizes our contractual obligations at
December 31, 2019, and the effect such obligations are expected to have on our liquidity and cash flow in future periods:
Millions of U.S. dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2019
|
|
1 year or
less
|
|
1 - 2
years
|
|
2 - 3
years
|
|
3 - 4
years
|
|
4 - 5
years
|
|
Over 5
years
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
781
|
|
|
|
17
|
|
|
|
24
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
822
|
|
Interests to be accrued (*)
|
|
|
11
|
|
|
|
1
|
|
|
|
0
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
13
|
|
Purchase commitments (**)
|
|
|
125
|
|
|
|
46
|
|
|
|
46
|
|
|
|
10
|
|
|
|
10
|
|
|
|
52
|
|
|
|
289
|
|
Lease Liabilities
|
|
|
38
|
|
|
|
31
|
|
|
|
28
|
|
|
|
22
|
|
|
|
19
|
|
|
|
92
|
|
|
|
230
|
|
Total contractual obligations and commitments
|
|
|
956
|
|
|
|
96
|
|
|
|
98
|
|
|
|
32
|
|
|
|
29
|
|
|
|
144
|
|
|
|
1,354
|
|
_________
|
(*)
|
Includes the effect of
hedge accounting.
|
|
(**)
|
Only includes material
commitments.
|
Purchase commitments as of December 31, 2019, disclosed in the
table above, consist of a commitment to purchase steel bars in the US amounting to $107.1 million (that became effective in January
2020), a commitment to purchase iron ore in Argentina amounting to $33.6 million; a contract for the service of natural gas transportation
in Argentina for an aggregate amount of $27.4 million; a contract for the service of oxygen and nitrogen supply amounting to $53.7
million, contracts for the supply of graphite electrodes amounting to $26.8 million, a rail transportation contract in Canada amounting
to $18.9 million, and a contract for the supply of argon gas in Mexico amounting to $21.2 million.
In addition, a Tenaris subsidiary entered into a 25-year contract
(effective as of December 1, 2016, through December 1, 2041) with Techgen for the supply of 197 MW (which represents 22% of Techgen’s
capacity). Monthly payments are determined on the basis of capacity charges, operation costs, back-up power charges, and transmission
charges. As of the seventh contract year (as long as Techgen’s existing or replacing bank facility has been repaid in full),
the Tenaris subsidiary has the right to suspend or early terminate the contract if the rate payable under the agreement is higher
than the rate charged by the Comisión Federal de Electricidad (“CFE”) or its successors. The Tenaris subsidiary
may instruct Techgen to sell to any affiliate, to CFE, or to any other third party all or any part of unused contracted energy
under the agreement and the Tenaris subsidiary will benefit from the proceeds of such sale.
For more information on our purchase commitments as of December
31, 2019, see note 25 “Contingencies, commitments and restrictions on the distribution of profits – (ii) Commitments
and guarantees” to our audited consolidated financial statements included in this annual report.
Acquisition of IPSCO Tubulars, Inc.
On January 2, 2020, Tenaris acquired 100% of the shares of IPSCO
Tubulars, Inc. (“IPSCO”), a U.S. manufacturer of steel pipes, from PAO TMK (“TMK”). The acquisition price
was determined on a cash-free, debt-free basis, and the amount paid in cash at the closing, following contractual adjustments for
cash, indebtedness, working capital and certain other items as estimated by the seller as of the closing date, was $1,067 million.
The final acquisition price is subject to a contractual true-up adjustment based on actual amounts of cash, indebtedness, working
capital and certain other items as of the closing date. On March 16, 2020, Tenaris delivered, for TMK’s review, a closing
statement prepared in accordance with the acquisition agreement, including Tenaris’s calculation of the closing price based
on actual amounts of cash, indebtedness, working capital and certain other items as of the closing date. In case of disagreement,
the parties are expected to engage in good-faith negotiations to solve any discrepancies. If the parties cannot resolve the disputed
amounts, the discrepancies must be submitted to and resolved by an independent accounting firm.
IPSCO’s facilities are located mainly in the midwestern and northeastern
regions of the country. IPSCO’s steel shop in Koppel, Pennsylvania, is Tenaris’s first in the United States, providing
vertical integration through domestic production of a relevant part of its steel bar needs. The Ambridge, Pennsylvania, mill adds
a second seamless manufacturing facility and complements Tenaris’s seamless plant in Bay City, Texas. Given the abrupt and
steep decline in market demand, however, all of IPSCO’s facilities are currently temporarily closed until market conditions
improve.
In connection with the closing of the transaction, subsidiaries
of Tenaris and TMK entered into a 6-year master distribution agreement (the “MDA”) whereby, effective on January 2,
2020, Tenaris became the exclusive distributor of TMK’s OCTG and line pipe products in the United States and Canada. At the
end of the MDA’s 6-years term, TMK will have the option to extend the duration of the MDA for an additional 12-month period.
Under the MDA, Tenaris is required to purchase minimum annual volumes of TMK-manufactured OCTG and line pipe products, based on
the aggregate market demand for the relevant product category in the United States in the relevant year. As of March 31, 2020,
Tenaris’s commitment under the MDA totaled approximately $512 million. In light of the adverse scenario of declining oil
and gas prices and unprecedented oversupply in the oil market Tenaris and TMK are engaging in good faith discussions to try and
identify mutually satisfactory accommodations under the MDA to minimize the negative impact of the crisis on both parties.
The Company has begun consolidating IPSCO’s
balances and results of operations as from January 2, 2020.
The acquired business contributed revenues for $105 million
with a minor contribution to Tenaris’s margin for the period starting January 2, 2020 and ending March 31, 2020.
|
b)
|
Fair value of net assets acquired
|
The application of the purchase method requires certain estimates
and assumptions, including estimates and assumptions concerning the determination of the fair values of the acquired intangible
assets and property, plant and equipment as well as the liabilities assumed at the date of the acquisition. The fair values determined
at the acquisition date are based mainly on discounted cash flows and other valuation techniques.
The preliminary purchase
price allocation was carried out with the assistance of a third-party expert. Following IFRS 3, the Company will continue reviewing
the allocation and make any necessary adjustments (mainly over property, plant and equipment, intangible assets) during the twelve
months following the acquisition date.
The preliminary allocation of the fair values determined for
the assets and liabilities arising from the acquisition is as follows:
Fair value of acquired assets and liabilities:
|
|
$ million
|
Property, Plant and Equipment
|
|
|
506
|
|
Intangible assets
|
|
|
170
|
|
Working capital
|
|
|
144
|
|
Cash and Cash Equivalents
|
|
|
4
|
|
Other assets
|
|
|
46
|
|
Borrowings
|
|
|
(53
|
)
|
Provisions
|
|
|
(27
|
)
|
Other liabilities
|
|
|
(77
|
)
|
Deferred tax liabilities
|
|
|
(3
|
)
|
Net assets acquired
|
|
|
710
|
|
Tenaris acquired total assets and liabilities shown above, for approximately
$1,067 million. As a result of the acquisition, the Company recognized goodwill for approximately $357 million. The goodwill is
not expected to be deductible for tax purposes.
The goodwill generated by the acquisition is mainly attributable
to the synergy created following the integration between Tenaris and IPSCO, which is expected to enhance Tenaris’s position
as well as its local manufacturing presence in the U.S. market, and also expand its product range and services capabilities. The
goodwill has been allocated to the Tubes segment. After the conclusion of the preliminary purchase price allocation determination
and as a consequence of the unprecedented decline in oil prices and other changes in circumstances, the management has decided
to impair the goodwill mentioned above.
Acquisition-related costs of $9.7 million were included in
general and administrative expenses ($9.4 and $0.3 in 2019 and 2020 respectively). For contingent liabilities related to the acquisition
see Item 8. A. “Consolidated and Other Financial Information – Legal Proceedings”.
For more information on impairment testing, see Item 5 “Operating
and Financial Review and Prospects - Critical Accounting Estimates - Impairment and recoverability of goodwill and other assets”.
The COVID-19 pandemic and the oil & gas crisis and their
impact on Tenaris’s operations and financial condition
A novel strain of coronavirus (SARS-CoV-2) surfaced in China
in December 2019 and subsequently spread to the rest of the world in early 2020. In March 2020, the World Health Organization declared
COVID-19, the disease caused by the SARS-CoV-2 virus, a global pandemic. In response to the COVID-19 outbreak, countries have taken
different measures in relation to prevention and containment. For example, several countries introduced bans on business activities
or locked down cities or countries, including countries where Tenaris has operations (such as Argentina, China, Colombia, Italy,
Mexico and the United States). The rapid expansion of the virus and the measures taken to contain it have triggered a severe fall
in global economic activity and a serious crisis in the energy sector.
While the extent of the effects of COVID-19 on the global
economy and oil demand were still unclear, in March 2020, the members of OPEC+ (OPEC plus other major oil producers including
Russia) did not agree to extend their agreement to cut oil production and Saudi Arabia precipitated a wave of additional supply
on the market triggering a collapse in oil prices below $30 per barrel. This exacerbated what soon became clear was an unprecedented
situation of oversupply, caused primarily by the sudden and dramatic fall in oil consumption consequent to the measures taken
to contain the spread of the virus around the world. Although OPEC+ subsequently reached an equally unprecedented agreement to
cut production by as much as 9.7 million barrels per day, a situation of acute oversupply remains, causing oil prices to hit record
lows. By the end of trading on April 20, 2020, the West Texas Intermediate (WTI) forward price for delivery in May, which had
to be closed out the following day, fell to a negative value for the first time in history, as oil storage facilities were completely
committed, and producers were forced to pay buyers to take their barrels. It is not known how long it will take for oil and gas
demand to recover or achieve a more balanced position between supply and demand. As a result, prices are expected to remain at
low levels for an extended period. In these circumstances, most of our customers have announced, or are making, significant cuts
to their investment plans and are likely to announce further cuts. Similarly, several of our suppliers are closing, either temporarily
or permanently, some of their facilities, which may result in unavailability or increased prices for our raw materials and other
inputs.
Status of our operations
We are adjusting our operations on a country-by-country basis
to comply with applicable rules and requirements and adapt to this new, rapidly evolving scenario. As of the date of this annual
report, this is the status of our facilities:
·
|
In China, we are again fully operational, after several weeks of interruption and an extraordinary combined effort of our people
and of our community.
|
·
|
In Italy, production was greatly reduced; although our Dalmine facility
was used exclusively for the manufacturing of oxygen tanks to aid local hospitals and health centers for a limited period of time,
currently the facility is gradually resuming normal operations. In Argentina, Colombia, Mexico and Saudi Arabia, Tenaris decreased
its activity following the imposition of mandatory lockdowns, and our plants in these countries are currently operating at reduced
levels. Although the lockdowns or restrictions to operate in these countries are expected to end or be relaxed in the next few
weeks, these could be extended and/or made more stringent if so decided by the appropriate authorities as the circumstances could
require.
|
·
|
In the United States, our facilities in Koppel and Ambridge (PA), Brookfield
(OH), Blytheville (AR), Wilder (KY), and Odessa and Baytown (TX), have been or will be temporarily closed until market conditions
improve. In addition, Tenaris is in the process of performing employee reductions and adjusting production levels at its other
facilities in line with market demand.
|
In order to safeguard the health and safety of its employees,
customers and suppliers, Tenaris has taken preventive measures, including remote working for the majority of white collar employees,
restricting onsite access to essential operational personnel, keeping personnel levels at a minimum, implementing a special operations
protocol to ensure social distancing and providing medical assistance and supplies to onsite employees. As of the date of this
annual report, remote work and other work arrangements have not materially adversely affected Tenaris’s ability to conduct
operations. In addition, these alternative working arrangements have not adversely affected our financial reporting systems, internal
control over financial reporting or disclosure controls and procedures.
Risks associated with the COVID-19 pandemic and the oil &
gas crisis
Given the uncertainty around the extent and timing of the future
spread of the SARS-CoV-2 virus and the unprecedented extent of the oversupply on the oil market and the uncertainty about the timing
and extent of any recovery in demand, it is not possible at this time to predict the full magnitude of the adverse effects that
these two circumstances will have on our industry generally, nor to reasonably estimate the impact on Tenaris’s results of
operations, cash flows or financial condition.
Without limiting the generality of the risks described in Item
3. “Key Information —D. Risk Factors—Risks Relating to our Industry”, the COVID-19 pandemic and the ongoing
oil & gas crisis poses the following main risks and challenges to Tenaris:
·
|
Global oil or gas demand may fail to recover or even decrease further
in the future, driving down prices even more or keeping them at very low levels, which would exert downward pressure on sales and
margins of oil and gas companies, leading to further reductions and even generalized suspension of drilling activities (in the
U.S. or elsewhere) and, as a result, materially adversely affecting our sales and financial position.
|
·
|
Tenaris or its employees, contractors, suppliers, customers and other business partners may be prevented from conducting certain
business activities for a prolonged or indefinite period of time. In addition, employees in some or all of our facilities, or those
of our contracts, suppliers, customers or other business partners, may refuse to work due to health concerns while the COVID-19
outbreak is ongoing, If that happens, the continuity of our future operations may be severely affected.
|
·
|
A continuing spread of COVID-19 may affect the availability and
price of raw materials, energy and other inputs used by Tenaris in its operations. Any such disruption or increased prices could
adversely affect Tenaris’s profitability.
|
Mitigating actions
In order to mitigate the impact of expected lower sales, Tenaris
is working on a worldwide rightsizing program and cost containment plan aimed at preserving its financial resources and overall
liquidity position and maintaining the continuity of its operations. The actions include:
|
·
|
Adjusting the level of our operations and workforce around the world, including through
the temporary closure of certain U.S. facilities or production lines, as indicated above;
|
|
·
|
Introducing efficiency and productivity improvements throughout Tenaris’s industrial
system;
|
|
·
|
Downsizing our fixed cost structure, including through pay reductions for senior management
and board members, aggregating estimated total annual savings of approximately $220 million by year-end;
|
|
·
|
Reducing capital expenditures and R&D expenses for approximately $150 million
when compared to 2019 levels;
|
|
·
|
Reducing working capital, especially inventories, in accordance with the expected
levels of activity; and
|
|
·
|
Increasing our focus on managing customer credit conditions.
|
As part of these liquidity preservation initiatives, the board
of directors resolved to propose, for approval by the Annual Shareholders Meeting to be held on June 2, 2020, that no further dividends
be distributed in respect of fiscal year 2019 on top of the interim dividend of approximately $153 million already paid in November
2019.
As of the date of this annual report, our capital and financial
resources, and overall liquidity position, have not been materially affected by this new scenario. Tenaris has in place non-committed
credit facilities and management believes it has adequate access to the credit markets. In addition, Tenaris has a net cash position
of approximately $271 million as of the end of March 2020 and a manageable debt amortization schedule. Considering our financial
position and the funds provided by operating activities, management believes that we have sufficient resources to satisfy our current
working capital needs, service our debt and address short-term changes in business conditions. For more information on liquidity
and capital resources, see “—B. Liquidity and Capital Resources - Principal Sources of Funding”.
Impairment of certain assets and other accounting implications
In accordance with IFRS, management must test for impairment
all of Tenaris’s assets whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Assets subject to testing include goodwill, intangible assets, investments in non-consolidated companies, long-lived assets and
right-of-use assets. In addition, management must test goodwill for impairment at least once a year whether or not there are indicators
of impairment.
As a result of the severe deterioration of business conditions
and in light of the presence of impairment indicators for its U.S. operations, Tenaris recorded impairment charges as of March
31, 2020, in the carrying values of goodwill and other asset values at the cash-generating units OCTG USA (Maverick), IPSCO, Rods
USA and Coiled Tubing, for an aggregate amount of approximately $622 million.
Management does not expect to disclose or incur in any material
COVID-19-related contingency, and it considers its allowance for doubtful accounts sufficient to cover risks that could arise from
credits with customers in accordance with IFRS 9.
Closure of facilities at JFE’s Keihin steel complex
Our seamless pipe manufacturing facility in Asia, operated by
NKKTubes, is located in Kawasaki, Japan, in the Keihin steel complex owned by JFE. Steel bars and other essential inputs and services
for NKKTubes are supplied under a long-term agreement by JFE, which retains a 49% interest in NKKTubes. On March 27, 2020, JFE
informed Tenaris of its decision to permanently cease, as from JFE’s fiscal year ending March 2024, the operations of certain
of its steel manufacturing facilities and other facilities located at the Keihin complex. The closure of JFE’s Keihin facilities
may result in the unavailability of steel bars and other essential inputs or services used in NKKTubes’ manufacturing process,
thereby affecting its operations. Tenaris and JFE have agreed to engage in discussions to seek mutually acceptable solutions.
Annual Dividend Proposal
On April 29, 2020, the Company’s board of directors resolved to propose, for approval
by the annual shareholders meeting to be held on June 2, 2020, that no further dividends be distributed in respect of fiscal year
2019 beyond the interim dividend of approximately $153 million already paid in November 2019. For a discussion of the rationale
behind the dividend proposal, see Item 5G. “Operating and Financial Review and Prospects –Recent Developments - The
COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s operations and financial condition.”
|
Item 6.
|
Directors, Senior Management and Employees
|
|
A.
|
Directors and Senior Management
|
Board of Directors
Management of the Company is vested in a board of directors
with the broadest power to act on behalf of the Company and accomplish or authorize all acts and transactions of management and
disposal that are within its corporate purpose and not specifically reserved in the articles of association or by applicable law
to the general shareholders’ meeting. The Company’s articles of association provide for a board of directors
consisting of a minimum of three and a maximum of fifteen directors; however, for as long as the Company’s shares are listed
on at least one regulated market, the minimum number of directors must be five. The Company’s current board of directors
is composed of eleven directors.
The board of directors is required to meet as often as required
by the interests of the Company and at least four times per year. In 2019, the Company’s board of directors met ten times.
A majority of the members of the board of directors in office present or represented at the board of directors’ meeting constitutes
a quorum, and resolutions may be adopted by the vote of a majority of the directors present or represented. In the case of a tie,
the Chairman is entitled to cast the deciding vote.
Directors are elected at the annual ordinary general shareholders’
meeting to serve one-year renewable terms, as determined by the general shareholders’ meeting. The general shareholders’
meeting also determines the number of directors that will constitute the board and their compensation. The general shareholders’
meeting may dismiss all or any one member of the board of directors at any time, with or without cause, by resolution passed by
a simple majority vote, irrespective of the number of shares represented at the meeting.
The Company’s articles of association provide that the
board of directors of the Company may within the limits of applicable law, (a) delegate to one or more persons, whether or not
members of the board of directors, the powers necessary to carry out its decisions and to provide day-to-day management (except
for approval of material transactions with related parties, which may not be delegated and shall be approved by the board of directors
prior opinion of the audit committee), (b) confer to one or more persons, whether or not members of board of directors the powers
deemed to be appropriate for the general technical administrative and commercial management of the Company, (c) constitute an audit
committee formed by directors, determining its function and authority, and (d) constitute any other committee, whose members may
or may not be members of the board of directors and determine their functions and authority. On May 6, 2019, the board of directors
appointed the Company’s chief executive as administrateur délégué and delegated to him the power
to manage the Company’s affairs within the ordinary course of business, to the full extent permitted by Luxembourg law, to
direct and supervise the business activities of the Company’s subsidiaries and to represent the Company in relation to such
matters.
On May 6, 2019, the Company’s annual general shareholders’ meeting re-elected Roberto Bonatti, Carlos Condorelli, Germán Curá, Roberto Monti, Gianfelice Mario Rocca, Paolo
Rocca, Jaime José Serra Puche, Yves Speeckaert, Mónica Tiuba, Amadeo Vázquez y Vázquez and Guillermo
Vogel, as members of its board of directors to serve until the next annual shareholders’ meeting. The board of directors
subsequently reappointed Paolo Rocca as chairman and chief executive officer and Guillermo Vogel and Germán Curá
as vice-chairmen of the Company. The following table sets forth the name of the Company’s current directors, their respective
positions on the board, their principal occupation, their years of service as board members and their age.
Name
|
Position
|
Principal Occupation
|
Years as Director
|
Age at
December 31, 2019
|
|
|
|
|
|
Mr. Roberto Bonatti (1)
|
Director
|
President of San Faustin
|
17
|
70
|
Mr. Carlos Condorelli
|
Director
|
Director of Tenaris and Ternium
|
13
|
68
|
Mr. Germán Curá
|
Director
|
Director and Vice Chairman of the Board of Tenaris
|
2
|
57
|
Mr. Roberto Monti
|
Director
|
Director of Tenaris
|
15
|
80
|
Mr. Gianfelice Mario Rocca (1)
|
Director
|
Chairman of the board of directors of San Faustin
|
17
|
71
|
Mr. Paolo Rocca (1)
|
Director
|
Chairman and Chief Executive Officer of Tenaris
|
18
|
67
|
Mr. Jaime José Serra Puche
|
Director
|
Chairman of SAI Derecho & Economia
|
17
|
68
|
Mr. Yves Speeckaert
|
Director
|
Director of Tenaris
|
3
|
59
|
Ms. Mónica Tiuba
|
Director
|
Director of Tenaris
|
2
|
41
|
Mr. Amadeo Vázquez y Vázquez
|
Director
|
Director of Tenaris
|
17
|
77
|
Mr. Guillermo Vogel
|
Director
|
Director and Vice Chairman of the Board of Tenaris
|
17
|
69
|
__________
|
(1)
|
Paolo Rocca and Gianfelice Mario Rocca are brothers, and Roberto Bonatti
is Paolo and Gianfelice Mario Rocca’s first cousin.
|
Roberto Bonatti. Mr. Bonatti is a member of the Company’s
board of directors. He is a grandson of Agostino Rocca, founder of the Techint Group, a group of companies controlled by San Faustin.
Throughout his career in the Techint Group he has been involved specifically in the engineering and construction and corporate
sectors. He was first employed by the Techint Group in 1976, as deputy resident engineer in Venezuela. In 1984, he became a director
of San Faustin, and since 2001 he has served as its president. He is also a member of the board of directors of Ternium. Mr. Bonatti
is an Italian citizen.
Carlos Condorelli. Mr. Condorelli is a member of the
Company’s board of directors. He served as the Company’s Chief Financial Officer from October 2002 until September
2007. He is also a board member of Ternium. He has held several positions within Tenaris, including also the Chief Financial
Officer position in some of the principal Tenaris Group companies and member of the Company’s audit committee between November
1, 2017 and May 2, 2018. He also served as president of the board of directors of Empresa Distribuidora La Plata S.A. (“Edelap”),
an Argentine utilities company. Mr. Condorelli is an Argentine citizen.
Germán Curá. Mr. Curá is a member
of the Company’s board of directors and also holds the position of Vice Chairman of the Board. He served as president of
our operations in North America until May 2, 2018, a position held since 2006. He was first employed by Siderca in 1988. Previously,
he served as Siderca’s exports director, Tamsa’s exports director and commercial director, sales and marketing manager
of our Middle East subsidiary, president of Algoma Tubes, president and Chief Executive Officer of Maverick Tubulars and president
and Chief Executive Officer of Hydril, director of our Oilfield Services global business unit and Tenaris commercial director.
He was also a member of the board of directors of API and currently serves as a member of the board of directors of the American
Iron and Steel Institute (AISI) and of Deep Ocean AS. He is a marine engineer from the Instituto Tecnológico de Buenos Aires
and an MBA graduated from the Massachusetts Institute of Technology. Mr. Curá is an U.S. citizen.
Roberto Monti. Mr. Monti is a member of the Company’s
board of directors and of its audit committee. He has served as vice president of exploration and production of Repsol YPF and
as chairman and Chief Executive Officer of YPF. He was a member of the board of directors of YPF until December 2019. He was also
the president of Dowell, a subsidiary of Schlumberger and the president of Schlumberger wire & testing division for East Hemisphere
Latin America. Mr. Monti is an Argentine citizen.
Gianfelice Mario Rocca. Mr. Rocca is a member of the
Company’s board of directors. He is a grandson of Agostino Rocca. He is Chairman of the board of directors of San Faustin,
member of the board of directors of Ternium, president of the Humanitas Group and president of the board of directors of Tenova
S.p.A. Moreover, in Italy, he is member of the board of Bocconi University, of the advisory board of Politecnico
di Milano. At international level, he is member of the Harvard Business School Advisory Board and member of the European Round
Table of Industrialists (“ERT”). Mr. Rocca is an Italian citizen.
Paolo Rocca. Mr. Rocca is the Chairman of the Company’s
board of directors and our Chief Executive Officer. He is a grandson of Agostino Rocca. He is also the chairman of the board of
directors of Ternium and a director and vice president of San Faustin. He is a member of the executive committee of the World Steel
Association. Mr. Rocca is an Italian citizen.
Jaime José Serra Puche. Mr. Serra Puche is a member
of the Company’s board of directors and of its audit committee. He is the chairman of SAI Derecho & Economia, a Mexican
consulting firm, and a member of the board of directors of the Mexico Fund, Grupo Vitro, and chairman of the board of BBVA Bancomer.
Mr. Serra Puche served as Mexico’s Undersecretary of Revenue, Secretary of Trade and Industry, and Secretary of Finance.
He led the negotiation and implementation of NAFTA. Mr. Serra Puche is a Mexican citizen.
Yves Speeckaert. Mr. Speeckaert is a member of the Company’s
board of directors. He served as director of KPMG Consulting in London, United Kingdom and Sao Paulo, Brazil, where he led various
high-profile engagements in the telecom, energy and agri-business industries. He was also director of structured finance of Banca
Intesa-Sanpaolo (London). Since 2010 he is a Luxembourg-based independent director of regulated investment funds (mostly private
equity, RE, and UCITS funds, as well as impact funds) and he is a member of the board of directors of several industrial holdings.
He is also active in carbon offsetting and climate change mitigation strategies with funds, governments and corporations particularly
as related to Corporate Environmental and Social Responsibility (ESR). He is a member of the Luxembourg Institute of Administrators
(ILA). He holds an MBA from the University of California at Berkeley and a B.A in Philosophy from the University of Louvain and
is a contributing and active member of the Alumni association of UC Berkeley. Mr. Speeckaert is a Belgian citizen.
Mónica Tiuba. Ms. Tiuba is a member of the Company’s
board of directors and of the audit committee. She is a Brazilian qualified lawyer and accountant with over 17 years of professional
experience in Brazil and Luxembourg. She started her career at Barbosa, Mussnich & Aragão law firm in Rio de Janeiro,
Brazil, where she practiced corporate law, M&A and tax litigation. She worked in EY and PwC, in the Brazil and Luxembourg offices,
advising multinational clients, private equity houses and family offices. She gained banking experience working as international
senior wealth planner at Banque Edmond de Rothschild, in Luxembourg. She holds a specialization in EU tax law from Leiden University
and a Master of Laws in international taxation from Vienna University of Economics. Ms. Tiuba is a Brazilian and Luxembourgish
citizen.
Amadeo Vázquez y Vázquez. Mr. Vázquez
y Vázquez is a member of the Company’s board of directors and the chairman of its audit committee. He is a member
of the advisory board of the Fundación de Investigaciones Económicas Latinoamericanas and member of the Asociación
Empresaria Argentina. He is a business consultant and previously served as Chief Executive Officer of Banco Río de la Plata
S.A. until August 1997, independent director and chairman of the audit committee of BBVA Banco Francés S.A. until 2003,
Chairman of the board of directors of Telecom Argentina S.A. until April 2007 and independent alternate director of Gas Natural
Ban, S.A, of Grupo Gas Natural Fenosa until April 2018. Mr. Vázquez y Vázquez is a Spanish and Argentine citizen.
Guillermo Vogel. Mr. Vogel is a member of the Company’s
board of directors and also holds the position of Vice Chairman of the Board. He is the chairman of Grupo Collado and Exportaciones
IM Promoción, and served as president of Canacero until April 16, 2018. Mr. Vogel is also a member of the board of directors
of each of Techint, S.A. de C.V., Alfa, Banco Santander (México) S.A, the Universidad Panamericana – IPADE, Corporación
Mexicana de Inversiones de Capital, Innovare, Grupo Assa and the American Iron and Steel Institute. In addition, he is a member
of The Trilateral Commission and member of the International Board of The Manhattan School of Music. Mr. Vogel is a Mexican citizen.
At the next annual general shareholders’ meeting, it will
be proposed that the number of directors be increased to twelve, that all of the current members of the board of directors be reappointed,
and that Mr. Simon Ayat be newly appointed to the board of directors, each to hold office until the next annual general shareholders’
meeting that will be convened to decide on the Company’s 2020 annual accounts. Below you will find Mr. Ayat’s biographical
information.
Simon Ayat. Mr. Ayat served as Schlumberger’s executive
vice president and chief financial officer from 2007 until early 2020. He is currently a senior strategic advisor to the chief
executive officer of Schlumberger. Mr. Ayat has held several financial and operational positions in Schlumberger, where he commenced
his career in 1982. He was based in Paris, Houston and Dallas, as well as in the Middle East and Far East regions, serving as group
treasurer, controller, Geomarket manager for Indonesia and drilling regional vice president for Asia Pacific. Mr. Ayat is also
a member of the board of directors of Eurasia Drilling Company, the largest provider of drilling services in Russia. He is a French
and Lebanese citizen.
Board members Monti, Serra Puche, Speeckaert, Tiuba, Vázquez
y Vázquez qualify as independent directors for purposes of the U.S. Securities Exchange Act Rule 10A-3(b)(1), and board
members Messrs. Monti, Serra Puche, Speeckaert, Vázquez y Vázquez also qualify as independent directors under the
Company’s articles of association. If appointed by the next annual general meeting of shareholders, Mr. Ayat would also qualify
as independent director for purposes of the U.S. Securities Exchange Act Rule 10A-3(b)(1) and under the Company’s articles
of association.
Directors’ Liability
Each director must act in the interest of the Company, and in
accordance with applicable laws, regulations, and the Company’s articles of association. Directors are also bound by a general
duty of care owed to the Company.
Under the Luxembourg law of August 10, 1915 on commercial companies,
as amended, (the “Luxembourg Company Law”), directors may be liable to the Company in accordance with the general law
for the execution of their mandate and for any misconduct in the management of the Company’s affairs. Directors are jointly
and severally liable towards either the Company or any third parties from damages resulting from the violation of the Luxembourg
Company Law or the Company’s articles of association. Directors shall be discharged from such liability in the case of a
violation to which they were not a party provided no misconduct is attributable to them and such violation has been reported to
the first general meeting of shareholders after they have acquired knowledge thereof.
Causes of action against directors for damages may be initiated
by the Company upon a resolution of the general shareholders’ meeting passed by a simple majority vote, irrespective of the
number of shares represented at the meeting. Causes of action against directors who misappropriate corporate assets or commit a
breach of trust may be brought by any shareholder for personal losses different from those of the Company.
An action may also be brought against the directors on behalf
of the Company by shareholders who, at the general meeting which decided upon discharge of such directors or members, owned voting
securities representing at least ten per cent of the votes attaching to all such securities.
It is customary in Luxembourg that the shareholders expressly
discharge the members of the board of directors from any liability arising out of or in connection with the exercise of their mandate
when approving the annual accounts of the Company at the annual general shareholders meeting. However, any such discharge will
not release the directors from liability for any damage caused by unrevealed acts of mismanagement or unrevealed breaches of the
Luxembourg Company Law or the Company’s articles of association, nor will it release the directors from liability for any
personal loss of the shareholders independent and separate from the losses suffered by the Company due to a breach either revealed
and unrevealed of either the Luxembourg Company Law or the Company’s articles of association.
Under Luxembourg law, unless the decision of the board of directors
relates to ordinary business entered into under normal conditions, any director having a direct or indirect financial interest
conflicting with that of the Company in a transaction which has to be considered by the board of directors, must advise the board
thereof and cause a record of her/his statement to be included in the minutes of the meeting and may not take part in the deliberations.
At the next following general meeting, before any other resolution is put to vote, a special report must be made on any transactions
in which any of the directors may have had an interest conflicting with that of the Company.
Auditors
The Company’s articles of association
require the appointment of an independent audit firm in accordance with applicable law. The primary responsibility of the auditor
is to audit the Company’s annual accounts and consolidated financial statements and to submit a report on the accounts to
shareholders at the annual shareholders’ meeting. In accordance with applicable law, auditors are chosen from among the members
of the Luxembourg Institute of Independent Auditors (Institut des réviseurs d’entreprises).
Auditors are appointed by the general shareholders’
meeting upon recommendation from the Company’s audit committee through a resolution passed by a simple majority vote, irrespective
of the number of shares represented at the meeting, to serve one-year renewable terms. Auditors may be dismissed by the general
shareholders’ meeting at any time, with or without cause. Luxembourg law does not allow directors to serve concurrently as
external auditors. As part of their duties, the auditors report directly to the audit committee.
Pursuant to its charter, the Company’s
audit committee is responsible for, among other things, the oversight of the independence and performance of the Company’s
external auditors. The audit committee is also responsible to consider and make recommendations to the board of directors, to be
put to shareholders for approval at the annual general meeting of shareholders, regarding the appointment, re-appointment or removal
of the Company’s external auditors. In addition, the audit committee is responsible to review the appropriateness and
provision of permitted non-audit fees and to review and approve any fees (whether for audit, audit-related and non-audit services)
payable to the Company’s external auditors. On a yearly basis, in the performance of its functions, the audit committee considers
the appointment of the Company’s external auditors and reviews, together with management and the external auditor, the audit
plan, audit related services and other non-audit services. The audit committee requests the board of directors to submit the audit
committee’s recommendation for the appointment of the Company’s external auditor for each fiscal
year and the payment of applicable fees, for final approval by the general shareholders’ meeting. The general
shareholders’ meeting regularly approves such audit fees and authorizes the audit committee to approve any increase or reallocation
of such audit fees as may be necessary, appropriate or desirable under the circumstances. No services outside the scope of the
audit committee’s approval can be undertaken by the external auditor.
The shareholders’ meeting held on May
6, 2019, re-appointed PwC Luxembourg as the Company’s independent approved statutory auditor for the fiscal year ended December
31, 2019. At the next annual general shareholders’ meeting, it will be proposed that PwC Luxembourg be re-appointed as the
Company’s independent approved statutory auditors for the fiscal year ending December 31, 2020.
Senior Management
Our current
senior management as of the date of this annual report consists of:
Name
|
Position
|
Age at
December 31, 2019
|
|
|
|
Mr. Paolo Rocca
|
Chairman and Chief Executive Officer
|
67
|
Ms. Alicia Móndolo
|
Chief Financial Officer
|
61
|
Mr. Antonio Caprera
|
Chief Industrial Officer
|
59
|
Mr. Gabriel Casanova
|
Chief Supply Chain Officer
|
61
|
Mr. Alejandro Lammertyn
|
Chief Digital and Planning Officer
|
54
|
Ms. Paola Mazzoleni
|
Chief Human Resources Officer
|
43
|
Mr. Marcelo Ramos
|
Chief Technology Officer
|
56
|
Mr. Vicente Manjarrez
|
President, Andean
|
41
|
Mr. Luca Zanotti
|
President, United States
|
52
|
Mr. Sergio de la Maza
|
President, Mexico
|
63
|
Mr. Ricardo Prosperi
|
President, Canada
|
57
|
Mr. Renato Catallini
|
President, Brazil
|
53
|
Mr. Javier Martínez Alvarez
|
President, Southern Cone
|
53
|
Mr. Gabriel Podskubka
|
President, Eastern Hemisphere
|
46
|
Mr. Michele Della Briotta
|
President, Europe
|
47
|
__________
Effective
as of August 5, 2019, Alicia Móndolo was appointed Chief Financial Officer replacing Edgardo Carlos, who resigned
from the Company.
Effective
as of September 1, 2019, Guillermo G. Moreno ceased to act as President, Canada assuming new responsibilities in the
Company and was replaced by Ricardo Prosperi, and Vicente Majarrez was appointed President, Andean replacing Ricardo Prosperi.
Paolo Rocca. Mr. Rocca is the Chairman of the Company’s
board of directors and our Chief Executive Officer. He is a grandson of Agostino Rocca. He is also the chairman of the board of
directors of Ternium and a director and vice president of San Faustin. He is a member of the executive committee of the World Steel
Association. Mr. Rocca is an Italian citizen.
Alicia Móndolo. Ms. Móndolo currently serves
as our Chief Financial Officer, a position she assumed in August 2019. Ms. Móndolo joined the Techint Group in 1984 and
has more than 35 years of experience in accounting and reporting, audit and finance. From 2010 to 2016, she served as Chief Audit
Executive of Tenaris. Previously and from 2016 to 2019, she served as financial officer in several companies in the Techint Group.
Ms. Móndolo is an Argentine and Italian citizen.
Antonio Caprera. Mr. Caprera currently serves as our
Chief Industrial Officer, a position he assumed in April 2017. He joined the company in 1990. From 2000 to 2006 he served as quality
director at Dalmine in Italy, where he later assumed responsibilities as production director until 2012. From that year and until
2015 he served as production director at Siderca in Argentina, after which he assumed responsibilities as global industrial coordinator
based in Mexico until March 2017. Mr. Caprera is an Italian citizen.
Gabriel Casanova. Mr. Casanova currently serves as our
Chief Supply Chain Officer, with responsibility for the execution of all contractual deliveries to customers. After graduating
as a marine and mechanical engineer, he joined Siderca’s export department in 1987. In 1995 he became Siderca’s Chief
Representative in China and from 1997 to 2009 he held several positions in the commercial area in Dalmine. In 2009 he became the
head of our supply chain network and in October 2012 he assumed his current position. Mr. Casanova is an Argentine citizen.
Alejandro Lammertyn. Mr. Lammertyn currently serves as
our Chief Digital and Planning Officer. He has served as our Chief Planning and Commercial Coordination Officer since 2013 and
assumed additional responsibility for digital strategy and implementation in January 2019. Mr. Lammertyn began his career with
Tenaris in 1990. Previously, he served as assistant to the chief executive officer for marketing, organization and mill allocation,
supply chain director, commercial director and Eastern Hemisphere area manager. Mr. Lammertyn is an Argentine citizen.
Paola Mazzoleni. Ms. Mazzoleni currently serves as our
Chief Human Resources Officer, a position she assumed on January 1, 2016. After receiving a degree in Philosophy, she started her
career in Dalmine in 2001 in the human resources department, working in recruitment and selection. She next coordinated the company’s
Global Trainee Program and then served as the regional head in Italy of Tenaris University. Ms. Mazzoleni was appointed as human
resources director in Romania in 2008, in Italy in 2012 and in the United States in 2014. Ms. Mazzoleni is an Italian citizen.
Marcelo Ramos. Mr. Ramos currently serves as our Chief
Technology Officer, with responsibility over technology and quality. Previously he served as corporate quality director and managing
director of NKKTubes. He joined the Techint Group in 1987 and has held various positions within Tenaris. He assumed his current
position in April 2010, when the quality and technology departments were combined. Mr. Ramos is an Argentine citizen.
Vicente Manjarrez. Mr. Manjarrez is currently president
of our operations in the Andean Region, Central America and the Caribbean, based in Colombia. He began his career at our Tamsa
mill in Veracruz, Mexico in 2003 as part of the maintenance team and eventually adopted a leading role in the expansion of the
plant in 2009 as manager of the new rolling mill. In 2015 he moved to Romania to lead the technical sales team before returning
to Colombia to take on the role of senior commercial director in 2017. Mr. Manjarrez is a Mexican citizen.
Luca Zanotti. Mr. Zanotti currently serves as president
of our operations in the United States. In 2002, he joined Exiros, the procurement company for the Techint Group, as planning and
administration director. He was later promoted to raw materials director and in July 2007 became managing director of Exiros, a
position he held until 2010. He served as regional manager Europe, and managing director of Dalmine from 2011 to 2015, when he
assumed his current position. Before joining the Techint Group, he was a senior manager at A.T. Kearney in Milan, where he worked
from 1998 to 2002, and prior to that he held various business development positions in the Far East for Lovato Electric. Mr. Zanotti
is an Italian citizen.
Sergio de la Maza. Mr. de la Maza currently serves as
our president, Mexico and also serves as managing director and executive vice-president of Tamsa. He first joined Tamsa in 1980.
From 1983 to 1988, Mr. de la Maza worked in several positions in Tamsa. He then became manager of Tamsa’s new pipe factory
and later served as manufacturing manager and quality director of Tamsa. Subsequently, he was named manufacturing director of Siderca.
He assumed his current position in 2003. Mr. de la Maza is a Mexican citizen.
Ricardo Prosperi. Mr. Prosperi currently serves as president
of our operations in Canada. He joined the Techint Group in 1985, working in the Siderar planning department. From 1985 to 1998,
Mr. Prosperi held several positions in Siderar before becoming the exports general manager of Sidor. He later went on to be the
commercial director in Siderar. After a period as president of Ternium Sidor in Venezuela and then International Area Manager for
Ternium, he joined Tenaris in 2010, where he has served as president of our operations in the Andean Region, Central America and
the Caribbean, based in Colombia. Mr. Prosperi is an Argentine citizen.
Renato Catallini. Mr. Catallini currently serves as president
of our operations in Brazil, a position that he assumed in October 2012, after having served as our supply chain director since
August 2007. He joined Tenaris in 2001 in the supply management area, as a general manager of Exiros Argentina. In July 2002, he
was appointed operations director and subsequently, in January 2005, became managing director of Exiros. Before joining Tenaris,
he worked for ten years in the energy sector, working for TGN, Nova Gas Internacional, TransCanada Pipelines and TotalFinaElf,
among others. Mr. Catallini is an Argentine and Italian citizen.
Javier Martínez Álvarez. Mr. Martínez
Álvarez currently serves as president of our operations in the Southern Cone, a position he assumed in June 2010, having
previously served as our Andean area manager. He began his career in the Techint Group in 1990, holding several positions including
planning manager of Siderar and commercial director of Ternium-Sidor. In 2006, he joined Tenaris as our Venezuela area manager.
Mr. Martínez Alvarez is an Argentine citizen.
Gabriel Podskubka. Mr. Podskubka currently serves as
president of our operations in the Eastern Hemisphere, based in Dubai. He assumed his current position in April 2013 after serving
as the head of our operations in Eastern Europe for four years. After graduating as an industrial engineer Mr. Podskubka joined
the Techint Group in 1995 in the marketing department of Siderca. He held various positions in the marketing, commercial, and industrial
areas until he was appointed as oil & gas sales director in the United States in 2006. Mr. Podskubka is an Argentine citizen.
Michele Della Briotta. Mr. Della Briotta currently serves
as president of our operations in Europe, a position he assumed in July 2016. He first joined Tenaris in 1997 and has worked in
areas such as industrial planning, operations, supply chain and commercial in Italy, Mexico, Argentina and the United States. Most
recently he served as Tenaris’s area manager for Romania. Mr. Della Briotta is an Italian citizen.
The compensation payable to the members of
the Company’s board of directors for their performance of their services to the Company is determined at the annual ordinary
general shareholders’ meeting. The general meeting of shareholders held on May 6, 2019 approved the compensation paid to
directors for the performance of their duties during the fiscal year 2019, and resolved that (i) each director receive a fixed
compensation for an amount of $115,000; (ii) each director who is also a member of the Company’s audit committee receives
an additional fee of $55,000 and; (iii) the chairman of the Company’s audit committee receives an additional fee of $10,000.
No variable compensation has been paid or shall be payable to directors for services rendered during the year 2019 and no long-term
incentive or pension plan is available to directors.
The compensation
paid to the Company’s managing director or chief executive officer is determined by the board of directors. The cash compensation
paid or payable to chief executive officer for the performance of his duties during the year 2019 amounts to $7 million, of which
$3 million corresponds to fixed compensation and $4 million corresponds to variable compensation. No long-term incentive or pension
plan is awarded to the chief executive officer.
The aggregate
cash compensation paid to all directors and senior managers of the Company for the year 2019 amounted to $33.7 million. This amount
includes cash benefits paid to certain senior managers in connection with pre-existing retirement plans. In addition, senior managers
received for the year 2019, 468,558 units for a total amount of $4.8 million in connection with the Employee retention and long-term
incentive program described in note O (3) “Employee benefits - Other long term benefits” to our audited consolidated
financial statements included in this annual report.
The Luxembourg
Parliament enacted the Luxembourg Law of August 1, 2019 (amending the Luxembourg Law of May 24, 2011) (the “Shareholders’
Rights Law”) on the exercise of certain rights of shareholders in general meetings of listed companies, which transposes
EU Directive 2017/828 of the European Parliament and of the Council of May 17, 2017 (amending Directive 2007/36/EC) regarding the
encouragement of long-term shareholder engagement in listed companies within the Member States of the European Union. In compliance
with the Shareholders’ Rights Law, the Company’s board of directors must approve a Compensation Policy setting forth
the principles and guidelines for purposes of determining the compensation payable to the members of the Company’s board
of directors and the managing director or chief executive officer and a Compensation Report describing the compensation paid to
directors and the chief executive officer for the performance of their duties during the year ended December 31, 2019. In accordance
with the Shareholders’ Rights Law, once approved by the Company’s board of directors, the Compensation Policy and the
2019 Compensation Report will be made available on the Company’s website and will be submitted to the non-binding vote of
the shareholders at the next general meeting of shareholders of the Company to be held on June 2, 2020.
See A. “– Directors and Senior Management –
Board of Directors”.
Audit Committee
Pursuant to the Company’s articles of association, as
supplemented by the audit committee’s charter, for as long as our shares are listed on at least one regulated market, the
Company must have an audit committee composed of at least three members, the majority of whom must qualify as independent directors,
provided, however, that the composition and membership of the audit committee shall satisfy such requirements as are applicable
to, and mandatory for, audit committees of issuers such as the Company under any law, rule or regulation applicable to the Company
(including, without limitation, the applicable laws, rules and regulations of such regulated market or markets).
Under the Company’s articles of association,
an independent director is a director who:
|
·
|
is not and has not been employed by us or our subsidiaries in an executive capacity for the preceding
five years;
|
|
·
|
is not a person that controls us, directly or indirectly, and is not a member of the board of directors
of a company controlling us, directly or indirectly;
|
|
·
|
does not have (and is not affiliated with a company or a firm that has) a significant business relationship
with us, our subsidiaries or our controlling shareholder;
|
|
·
|
is not and has not been affiliated with or employed by a present or former auditor of us, our subsidiaries
or our controlling shareholder for the preceding five years; and
|
|
·
|
is not a spouse, parent, sibling or relative up to the third degree of any of the above persons.
|
The audit committee of the Company’s
board of directors currently consists of four members: Roberto Monti, Jaime José Serra Puche, Mónica Tiuba and Amadeo
Vázquez y Vázquez, who were appointed to the audit committee by the Company´s board of directors on May 6,
2019. All of them qualify as independent directors for purposes of the U.S. Securities Exchange Act Rule 10A-3(b)(1), and Messrs.
Monti, Serra Puche and Vázquez y Vázquez also qualify as independent directors under the Company’s articles
of association. The board of directors of the Company has determined that Ms. Tiuba is competent in accounting and auditing matters.
In addition, the membership of the audit committee as a whole has sufficient relevant knowledge of the business and financial experience
to properly discharge its functions.
The audit committee operates under a charter
which has been amended and restated by the board of directors on October 31, 2018, to implement adequate procedures to discharge
the audit committee’s duties and responsibilities under applicable law, including the Luxembourg Law of July 23, 2016, concerning
the audit profession (“Audit Reform Law”). The audit committee assists the board of directors in its oversight responsibilities
relating to (i) the integrity of the Company’s financial statements; (ii) the effectiveness of the Company’s systems
of internal control, risk management and internal audit over financial reporting; and (iii) the independence and performance of
the Company’s external auditors. The audit committee also performs other duties entrusted to it by the Company’s board
of directors or required to be performed by it under applicable laws and regulations.
In addition, the audit committee is required
by the Company’s articles of association to review “material transactions”, as such term is defined under the
Company’s articles of association and audit committee’s charter, between the Company or its subsidiaries and “related
parties”, as such term is defined in the Company’s articles of association, in order to determine whether their terms
are consistent with market conditions or are otherwise fair to the Company and/or its subsidiaries. In the case of material transactions
entered into by the Company’s subsidiaries with related parties, the Company’s audit committee is only required to
review transactions entered into by those subsidiaries whose boards of directors do not have independent members.
Under the Company’s articles of association,
as supplemented by the audit committee’s charter, a material transaction is:
|
·
|
any transaction between the Company or its subsidiaries with related parties (i) with an individual value equal to or greater
than $10 million, or (ii) with an individual value lower than $10 million, when the aggregate sum – as reflected in the financial
statements of the four fiscal quarters of the Company preceding the date of determination- of any series of transactions for such
lower value that can be deemed to be parts of a unique or single transaction (but excluding any transactions that were reviewed
and approved by Company’s audit committee or board of directors, as applicable, or the independent members of the board of
directors of any of its subsidiaries) exceeds 1.5% of the Company’s consolidated net sales made in the fiscal year preceding
the year on which the determination is made;
|
|
·
|
any corporate reorganization transaction (including a merger, spin-off or bulk transfer of a business) affecting the Company
for the benefit of, or involving, a related party; and
|
|
·
|
any corporate reorganization transaction (including a merger, spin-off or bulk transfer of a business) not reviewed and approved
by the independent members of the board of directors of any of the Company’s direct or indirect subsidiaries, affecting any
of the Company’s direct or indirect subsidiaries for the benefit of, or involving, a related party.
|
A “related party” is, in relation
to the Company or its direct or indirect subsidiaries, any of the following persons: (i) a member of the board of directors of
the Company or of the board of directors or other governing body of any of the Company’s subsidiaries; (ii) any company or
person that controls directly or indirectly the Company or is a member of the board of directors or other governing body of an
entity that controls directly or indirectly the Company; (iii) any entity that directly or indirectly controls or is under common
control with the Company (other than the Company’s subsidiaries); (iv) any entity directly or indirectly controlled by any
member of the board of directors of the Company, or of the board of directors or other governing body of any subsidiary of the
Company; and (v) any spouses, parents, siblings or relatives up to the third degree of, and any person that shares a home with,
any person referred to in (i) or (ii).
The audit committee has the power (to the
maximum extent permitted by applicable laws) to request that the Company or relevant subsidiary promptly provide all information
necessary for the audit committee to assess the material transactions with related parties that it is required to review. A material
related party transaction shall not be entered into without prior review by the Company’s audit committee and subsequent
approval by the board of directors unless (i) the circumstances underlying the proposed transaction justify that it be entered
into before the time it can actually be reviewed by the Company’s audit committee or approved by the board of directors and
(ii) the related party agrees to unwind the transaction if the Company’s board of directors does not approve it.
The audit committee has the authority to conduct any investigation
appropriate to the fulfillment of its responsibilities and has direct access to the Company’s external auditors as well as
anyone in the Company and, subject to applicable laws and regulations, its subsidiaries. In addition, the audit committee may engage,
at the Company’s expense, independent counsel and other internal or external advisors to review, investigate or otherwise
advise on, any matter as the committee may determine to be necessary to carry out its purposes and responsibilities.
In addition, the Company has established at management-level
a critical risk committee (“CRC”) that assists the Company’s board of directors, the audit committee and the
Chief Executive Officer with the oversight of risks to which Tenaris is exposed and in the monitoring and review of the risk management
framework and processes, with a focus on those risks deemed to be critical. In the performance of its functions, the critical risk
committee facilitates the identification and assessment of critical risks (including cybersecurity, environmental, health and safety,
product liability, intellectual property, financial reporting and regulatory risks), the development of mitigating actions, and
the monitoring of action plans. The critical risk committee periodically reports to the board of directors, the audit committee
and the Chief Executive Officer on its activities.
More recently, the CRC has focused its attention on the main
actions and mitigation plans to tackle the consequences of the global coronavirus pandemic and ensure business continuity. It is
also focusing on the financial impact on the company of a collapse in demand for its products, including the cancellation of existing
orders, following the collapse in oil prices in the wake of the coronavirus pandemic.
The following table shows the number of persons employed by
Tenaris as of December 31:
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
|
|
|
|
Argentina
|
|
|
5,405
|
|
|
|
5,427
|
|
|
|
5,221
|
|
Mexico
|
|
|
5,370
|
|
|
|
5,595
|
|
|
|
5,139
|
|
USA
|
|
|
2,255
|
|
|
|
2,382
|
|
|
|
1,953
|
|
Italy
|
|
|
2,144
|
|
|
|
2,155
|
|
|
|
2,088
|
|
Romania
|
|
|
1,815
|
|
|
|
1,852
|
|
|
|
1,870
|
|
Brazil
|
|
|
1,360
|
|
|
|
1,287
|
|
|
|
1,382
|
|
Colombia
|
|
|
1,040
|
|
|
|
1,082
|
|
|
|
1,003
|
|
Canada
|
|
|
772
|
|
|
|
1,030
|
|
|
|
919
|
|
Indonesia
|
|
|
616
|
|
|
|
554
|
|
|
|
506
|
|
Japan
|
|
|
400
|
|
|
|
399
|
|
|
|
410
|
|
Other Countries
|
|
|
2,023
|
|
|
|
1,204
|
|
|
|
1,114
|
|
|
|
|
23,200
|
|
|
|
22,967
|
|
|
|
21,605
|
|
The number of our employees remained substantially stable in
2019 in comparison with 2018. Our labor costs worldwide related to continuing operations increased 2%.
Approximately 60% of our employees are unionized. In all the
countries we have presence, we operate in full respect of the institutional rules and local norms, generating recognized agreements
among all the parties involved. We forge our relations with the unions based on the premise of an open dialogue and a rich interchange
of proposals.
In 2017, 2018 and 2019, our operations in Mexico experienced
several days of union-led stoppages due to an internal dispute within the local union, but the activities in our plant remain normal.
Such internal dispute is ongoing and we cannot assure it will not cause further disruptions in our Mexican operations.
With the acquisition of IPSCO Tubulars in 2020, for the first
time Tenaris will be managing a unionized environment in the United States in some of the new added facilities.
To our knowledge, the total number of shares (in the form of
ordinary shares or ADSs) beneficially owned by our directors and senior management as of the date of this annual report was 921,603,
which represents 0.08% of our outstanding shares.
The following table provides information
regarding share ownership by our directors and senior management:
Director or Officer
|
|
Number of Shares Held
|
|
|
|
Guillermo Vogel
|
|
|
850,446
|
|
Carlos Condorelli
|
|
|
67,211
|
|
Gabriel Podskubka
|
|
|
3,946
|
|
Total
|
|
|
921,603
|
|
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
The following table shows the beneficial ownership of our securities
(in the form of shares or ADSs) by (1) the Company’s major shareholders (persons or entities that have notified the Company
of holdings in excess of 5% of the Company’s share capital), non-affiliated public shareholders, and (2) the Company’s
directors and senior management as a group. The information below is based on the most recent information provided to the Company.
Identity of Person or Group
|
|
Number
|
|
Percent
|
|
|
|
|
|
San Faustin (1)
|
|
|
713,605,187
|
|
|
|
60.45
|
%
|
Directors and senior management as a group
|
|
|
921,603
|
|
|
|
0.08
|
%
|
Public
|
|
|
466,010,040
|
|
|
|
39.47
|
%
|
Total
|
|
|
1,180,536,830
|
|
|
|
100.00
|
%
|
__________
|
(1)
|
San Faustin owns all of
its shares in the Company through its wholly-owned subsidiary Techint Holdings S.à
r.l. The private foundation located in the Netherlands RP STAK holds voting rights in
San Faustin sufficient in number to control San Faustin. No person or group of persons
controls RP STAK.
|
The voting rights of the Company’s major shareholders
do not differ from the voting rights of other shareholders. None of its outstanding shares have any special control rights. There
are no restrictions on voting rights, nor are there, to the Company’s knowledge, any agreements among shareholders of the
Company that might result in restrictions on the transfer of securities or the exercise of voting rights.
The Company does not know of any significant agreements or other
arrangements to which the Company is a party and which take effect, alter or terminate in the event of a change of control of the
Company. The Company does not know of any arrangements, the operation of which may at a later date result in a change of control
of the Company.
|
B.
|
Related Party Transactions
|
Tenaris is a party to several related party transactions as
described in Note 30 “Related party transactions” to our Consolidated Financial Statements included in this annual
report. Material related party transactions are subject to the review of the audit committee of the Company’s board of directors
and the requirements of Luxembourg law. For further details on the approval process for related party transactions, see Item 6.C.
“Directors, Senior Management and Employees – Board Practices – Audit Committee”.
Purchases of Steel Products and Raw Materials
In the ordinary course of business, we purchase round steel
bars, flat steel products and other raw materials from Ternium or its subsidiaries. These purchases are made on similar terms and
conditions as sales made by these companies to unrelated third parties. These transactions include:
|
·
|
Purchases of round steel bars made under a long-term agreement, for use in our seamless steel pipe operations in Mexico, which
amounted to $51 million in 2019, $102 million in 2018 and $120 million in 2017.
|
|
·
|
Purchases of flat steel products for use in the production of welded pipes and accessories, which amounted to $20 million in
2019, $38 million in 2018 and $43 million in 2017.
|
|
·
|
Purchases of scrap and other raw materials for use in the production of seamless pipes, which amounted to $4 million in 2019
and $2 million in 2018.
|
In the ordinary course of business, we purchase flat steel products
for use in our welded steel pipe operations, from Usiminas. These purchases, which are made on similar terms and conditions as
sales made by this company to unrelated third parties, amounted to $59 million in 2019, $68 million in 2018 and $43 million in
2017.
Sales of Raw Materials
In the ordinary course of business, we sell raw materials and
other production inputs to Ternium or its subsidiaries. These sales are made on similar terms and conditions as purchases made
by these companies from unrelated third parties. These transactions include:
|
·
|
Sales of ferrous scrap, and other raw materials, which amounted to $17 million in 2019, $11 million in 2018 and $26 million
in 2017.
|
|
·
|
Sales of steam and operational services from our Argentine electric power generating facility in San Nicolás. These
sales amounted to $1 million in 2019, $13 million in 2018 and $11 million in 2017. On January 29, 2019, the electric power generation
facility was shut down.
|
Purchase Agency Services and Sales of Materials
Exiros B.V. (“Exiros”), in which we have 50% share
ownership and Ternium has the remaining 50% share ownership, provides purchase agency services and raw materials and other products
to Tecpetrol and other companies controlled by San Faustin. Pursuant to the Exiros shareholders’ agreement, Tenaris recognizes
Exiros’ assets, liabilities, revenue and expenses in relation to its interest in the joint operation. Exiros’ total
sales to companies controlled by San Faustin totaled $16 million in 2019 and $16 million in 2018.
Supply of Electric Energy
Techgen, which is currently owned 48% by Ternium, 30% by Tecpetrol
and 22% by Tenaris, operates an electric power plant in Pesquería, Mexico. Techgen became fully operational on December
1, 2016. Ternium and Tenaris currently contract 78% and 22%, respectively, of Techgen’s power capacity. Techgen sells to
third parties on behalf of Tenaris the unused electricity that Tenaris purchased from Techgen.
Techgen net sales of electricity to Tenaris amounted to $40
million in 2019, $36 million in 2018 and $29 million in 2017.
Supply of Natural Gas
We are party to contracts with Tecpetrol, TGN, Litoral Gas and
Energy Consulting Services relating to the supply of natural gas to our operations in Argentina. Tecpetrol is a company controlled
by San Faustin, engaged in oil and gas exploration and production and has rights to various oil and gas fields in Argentina and
elsewhere in Latin America. TGN, a company in which San Faustin has joint control since October 2019, operates two major pipelines
in Argentina connecting the major gas basins of Neuquén and Noroeste-Bolivia to the major consumption centers in Argentina,
Litoral Gas is a company that holds the regional license for gas and distribution in the Province of Santa Fe and in the northeastern
section of the Province of Buenos Aires. Energy Consulting Services is a company engaged in energy and management consulting, representing
one of the major natural gas traders in Argentina. San Faustin holds significant but non-controlling interests in Litoral Gas and
Energy Consulting Services and also held significant but non-controlling interests in TGN until October 2019.
Tecpetrol supplies Siderca with natural gas requirements under
market conditions and according to local regulations. Tecpetrol’s sales to Tenaris amounted to $49 million in 2019, $95 million
in 2018 and $7 million in 2017.
TGN charges Siderca a price to transport its natural gas supplies
that is equivalent on a comparable basis to prices paid by other industrial users. The Argentine government regulates the general
framework under which TGN operates and prices its services. TGN’s sales to Tenaris amounted to $4 million in 2019, $8 million
in 2018 and $3 million in 2017.
Litoral Gas’s sales to Tenaris totaled $1 million in 2019,
$3 million in 2018 and $5 million in 2017.
Energy Consulting Services’s sales to Tenaris totaled
$2 million in 2018 and $7 million in 2017.
Provision of Engineering and Labor Services
Tenaris contracts with certain companies controlled by San Faustin
specialized in supplying engineering services and non-specialist manual labor services, such as industrial cleaning, general maintenance,
handling of by-products and construction services. Fees accrued for these services in the aggregate amounted to $47 million in
2019, $33 million in 2018 and $40 million in 2017.
Sales of Steel Pipes and Sucker Rods
In the ordinary course of business, we sell steel pipes, sucker
rods and related services to other companies controlled or under the significant influence of San Faustin. These sales, which are
made principally to companies involved in the construction of gas pipelines and to Tecpetrol and joint ventures in which Tecpetrol
participates, for its oil and gas drilling operations, are made on similar terms and conditions as sales to unrelated third parties.
Our sales of steel pipes and sucker rods as well as logistical and certain other services to other companies controlled or under
significant influence of San Faustin amounted to $66 million in 2019, $129 million in 2018 and $95 million in 2017.
Sales of Other Products and Services
We provide information technology services to companies controlled
by San Faustin. Sales of these services amounted to $2 million per year in 2019, 2018 and 2017.
Administrative Services, Legal and Other Support Services
Finma S.A. (“Finma”), Arhsa S.A. (“Arhsa”)
and Techinst S.A. (“Techinst”) a group of companies controlled by San Faustin in which the Company has a 33% share
ownership and other affiliates of San Faustin have the remaining share ownership, provide administrative, and legal support services
to San Faustin’s affiliates in Argentina, including Tenaris. During 2018, Arhsa merged with Finma, with Finma continuing
to render the services previously provided by Arhsa. Fees accrued for these services amounted to $9 million in 2019, $10 million
in 2018 and $12 million in 2017.
Loans to Related Parties
Tenaris financed the construction and operation of Techgen’s
Pesquería project primarily in the form of subordinated loans to Techgen. Outstanding principal amount of loans to Techgen
as of December 31, 2019 amounted to $58 million, as of December 31, 2018 amounted to $99 million, and as of December 31, 2017 amounted
to $93 million. These loans generated interest gains in favor of Tenaris in an amount of $4 million in 2019, $5 million in 2018
and $4 million in 2017.
Other Transactions
We entered into various contracts with Tenova (and subsidiaries),
a company controlled by San Faustin, for the provision of furnaces, spare parts, accessories and related services for our facilities.
Supplies received amounted to $2 million in 2019, $9 million in 2018 and $3 million in 2017.
In addition, in the ordinary course of business, from time to
time, we carry out other transactions and enter into other arrangements with other related parties, none of which are considered
to be material.
|
C.
|
Interest of Experts and Counsel
|
Not applicable.
|
Item 8.
|
Financial Information
|
|
A.
|
Consolidated Statements and Other Financial Information
|
See Item 18 and pages F-1 through F-64 for our audited
consolidated financial statements.
Legal Proceedings
Tenaris is from time to time subject to various claims, lawsuits
and other legal proceedings, including customer, employee, tax and environmental-related claims, in which third parties are seeking
payment for alleged damages, reimbursement for losses, or indemnity. Management with the assistance of legal counsel periodically
reviews the status of each significant matter and assesses potential financial exposure.
Some of these claims, lawsuits and other legal proceedings involve
highly complex issues, and often these issues are subject to substantial uncertainties and, therefore, the probability of loss
and an estimation of damages are difficult to ascertain. Accordingly, with respect to a large portion of such claims, lawsuits
and other legal proceedings, Tenaris is unable to make a reliable estimate of the expected financial effect that will result from
ultimate resolution of the proceeding. In those cases, Tenaris has not accrued a provision for the potential outcome of these cases.
If a potential loss from a claim, lawsuit or other proceeding
is considered probable and the amount can be reasonably estimated, a provision is recorded. Accruals for loss contingencies reflect
a reasonable estimate of the losses to be incurred based on information available to management as of the date of preparation of
the consolidated financial statements and take into consideration litigation and settlement strategies. In a limited number of
ongoing cases, Tenaris was able to make a reliable estimate of the expected loss or range of probable loss and has accrued a provision
for such loss but believes that publication of this information on a case-by-case basis would seriously prejudice Tenaris’s
position in the ongoing legal proceedings or in any related settlement discussions. Accordingly, in these cases, the Company has
disclosed information with respect to the nature of the contingency but has not disclosed its estimate of the range of potential
loss.
The Company believes that the aggregate provisions recorded
for potential losses in its consolidated financial statements (see notes 22 “Non-current allowances and provisions”
and 23 “Current allowances and provisions” to our audited consolidated financial statements included in this annual
report) are adequate based upon currently available information. However, if management’s estimates prove incorrect, current
reserves could be inadequate and Tenaris could incur a charge to earnings which could have a material adverse effect on Tenaris’s
results of operations, financial condition, net worth and cash flows.
Material Legal Proceedings
Below is a summary description of Tenaris’s material legal
proceedings for the year ended December 31, 2019. In addition, Tenaris is subject to other legal proceedings, none of which is
believed to be material.
CSN claims relating to the January 2012 acquisition of
Usiminas’ shares
Confab Industrial S.A. (“Confab”), a Brazilian subsidiary
of the Company, is one of the defendants in a lawsuit filed in Brazil by Companhia Siderúrgica Nacional (“CSN”)
and various entities affiliated with CSN against Confab and several Ternium subsidiaries that acquired a participation in Usiminas’
control group in January 2012.
The CSN lawsuit alleges that, under applicable Brazilian laws
and rules, the acquirers were required to launch a tag-along tender offer to all non-controlling holders of Usiminas’ ordinary
shares for a price per share equal to 80% of the price per share paid in such acquisition, or BRL28.8, and seeks an order to compel
the acquirers to launch an offer at that price plus interest. If so ordered, the offer would need to be made to 182,609,851 ordinary
shares of Usiminas not belonging to Usiminas’ control group, and Confab would have a 17.9% share in that offer.
On September 23, 2013, the first instance court dismissed the
CSN lawsuit, and on February 8, 2017, the court of appeals maintained the understanding of the first instance court. On March 6,
2017, CSN filed a motion for clarification against the decision of the Court of Appeals of São Paulo, which was rejected
on July 19, 2017. On August 18, 2017, CSN filed an appeal to the Superior Court of Justice seeking the review and reversal of the
decision issued by the Court of Appeals. On March 5, 2018, the court of appeals ruled that CSN’s appeal did not meet the
requirements for submission to the Superior Court of Justice and rejected the appeal. On May 8, 2018, CSN appealed against such
ruling and on January 22, 2019, the court of appeals rejected it and ordered that the case be submitted to the Superior Court of
Justice. On September 10, 2019, the Superior Court of Justice declared CSN’s appeal admissible. The Superior Court of Justice
will review the case and then render a decision on the merits. The Superior Court of Justice is restricted to the analysis of alleged
violations to federal laws and cannot assess matters of fact.
Tenaris continues to believe that all of CSN’s claims
and allegations are groundless and without merit, as confirmed by several opinions of Brazilian legal counsel, two decisions issued
by the Brazilian securities regulator (CVM) in February 2012 and December 2016, and the first and second instance court decisions
referred to above.
Veracel Celulose Accident Litigation
On September 21, 2007, an accident occurred in the premises
of Veracel Celulose S.A. (“Veracel”) in connection with a rupture in one of the tanks used in an evaporation system
manufactured by Confab. The Veracel accident allegedly resulted in material damages to Veracel. Itaú Seguros S.A. (“Itaú”),
Veracel’s insurer at the time of the Veracel accident and then replaced by Chubb Seguros Brasil S/A (“Chubb”),
initiated a lawsuit against Confab seeking reimbursement of damages paid to Veracel in connection with the Veracel accident. Veracel
initiated a second lawsuit against Confab seeking reimbursement of the amount paid as insurance deductible with respect to the
Veracel accident and other amounts not covered by insurance. Itaú and Veracel claimed that the Veracel accident was caused
by failures and defects attributable to the evaporation system manufactured by Confab. Confab believes that the Veracel accident
was caused by the improper handling by Veracel’s personnel of the equipment supplied by Confab in violation of Confab’s
instructions. The two lawsuits were consolidated and are considered by the 6th Civil Court of São Caetano do Sul; however,
each lawsuit will be adjudicated separately.
On September 28, 2018 Confab and Chubb, entered into a settlement
agreement pursuant to which on October 9, 2018, Confab paid an amount of approximately $3.5 million to Chubb, without assuming
any liability for the accident or the claim.
On October 10, 2018, Confab was notified that the court had
issued rulings for both lawsuits. Both decisions were unfavorable to Confab:
|
§
|
With respect to Chubb’s claim, Confab was ordered to pay an amount of approximately BRL89.8 million (approximately $21.6
million) (including interest, fees and expenses). On October 15, 2018, Confab filed a request for homologation of the settlement
agreement mentioned above, as such settlement agreement remains valid and binding between the parties. On November 8, 2018, the
settlement agreement was homologated by the court.
|
|
§
|
With respect to Veracel’s claim, Confab was ordered to pay the insurance deductible and other concepts not covered by
insurance, currently estimated to amount to BRL62.9 million (approximately $15.6 million) (including interest, fees and expenses).
Both parties filed motions for clarification against the court’s decision, which were partially granted. Although the contract
between Confab and Veracel expressly provided that Confab would not be liable for damages arising from lost profits, the court
award would appear to include BRL54.0 million (approximately $13.4 million) of damages arising therefrom; Confab has additional
defense arguments in respect of a claim for lost profits. On December 18, 2018, Confab filed an appeal against the first instance
court decision, and on April 30, 2019, Veracel filed its response to the appeal. At this stage the Company cannot predict the outcome
of the claim or the amount or range of loss in case of an unfavorable outcome.
|
Ongoing investigation
The Company is aware that Brazilian, Italian and Swiss authorities
have been investigating whether certain payments were made from accounts of entities presumably associated with affiliates of the
Company to accounts allegedly linked to individuals related to Petrobras and whether any such payments were intended to benefit
the Company’s Brazilian subsidiary Confab. Any such payments could violate certain applicable laws, including the U.S. Foreign
Corrupt Practices Act.
The Company had previously reviewed certain of these matters
in connection with an investigation by the Brazilian authorities related to “Operation Lava Jato”, a new phase of which
is presently ongoing, and did not uncover any information that corroborated allegations of involvement in these alleged payments
by the Company or its subsidiaries. Furthermore, the Company became aware that a Petrobras internal investigation commission reviewed
certain contracts with Confab and concluded that they had not found evidence that Petrobras had benefitted Confab or had misused
applicable local content rules.
The Company’s audit committee engaged external counsel
in connection with the Company’s review of these matters. In addition, the Company voluntarily notified the U.S. Securities
and Exchange Commission and the U.S. Department of Justice in October 2016.
In July 2019, the Company learned that the public
prosecutor office of Milan, Italy, had completed a preliminary investigation into the alleged payments and had included in
the investigation, among other persons, the Company’s Chairman and Chief Executive Officer, two other board members,
Gianfelice Mario Rocca and Roberto Bonatti, and the Company’s controlling shareholder, San Faustin. In February 2020,
the Company learned that the magistrate overseeing the investigation decided to move the case to trial. The Company’s
outside counsel had previously reviewed the Italian prosecutors’ investigative file and has informed the board of
directors that neither that file nor this magistrate’s decision sets forth evidence of involvement by any of the three
directors in the alleged wrongdoing. Accordingly, the board of directors has concluded that no particular action is
warranted at the present time, other than inviting the referred board members to continue discharging their respective
responsibilities with the full support of the board of directors.
The Company continues to review these matters and to respond
to requests from and otherwise cooperate with the appropriate authorities. At this time, the Company cannot predict the outcome
of these matters or estimate the range of potential loss or extent of risk, if any, to the Company's business that may result from
resolution of these matters.
Putative class actions
Following the Company’s November 27, 2018 announcement
that its Chairman and chief executive officer Paolo Rocca had been included in an Argentine court investigation known as the Notebooks
Case (a decision subsequently reversed by a higher court), two putative class action complaints were filed in the U.S. District
Court for the Eastern District of New York. On April 29, 2019, the court consolidated the complaints into a single case, captioned
“In re Tenaris S.A. Securities Litigation”, and appointed lead plaintiffs and lead counsel. On July 19, 2019, the lead
plaintiffs filed an amended complaint purportedly on behalf of purchasers of Tenaris securities during the putative class period
of May 1, 2014 through December 5, 2018. The individual defendants named in the complaint are Tenaris’s Chairman and chief
executive officer and Tenaris’s former chief financial officer. The complaint alleges that during the class period, the Company
and the individual defendants inflated the Tenaris share price by failing to disclose that sale proceeds received by Ternium (in
which Tenaris held an 11.46% stake) when Sidor was expropriated by Venezuela were received or expedited as a result of allegedly
improper payments made to Argentine officials. The complaint does not specify the damages that plaintiff is seeking. Defendants’
motions to dismiss are expected to be decided during 2020. Management believes the Company has meritorious defenses to these claims;
however, at this stage the Company cannot predict the outcome of the claim or the amount or range of loss in case of an unfavorable
outcome.
Investigation concerning alleged price overcharges in
Brazil
In 2018, two Brazilian subsidiaries of the Company were notified
of formal charges arising from a review by the Tribunal de Contas da Uniao (“TCU”) for alleged price overcharges on
goods supplied to Petrobras under a supply contract. Both companies have already filed their defenses. The estimated amount of
this claim is BRL29.8 million (approximately $7.4 million). Tenaris believes, based on the advice of counsel and external consultants,
that the prices charged under the Petrobras contract do not result in overprices and that it is unlikely that the ultimate resolution
of this matter will result in a material obligation.
Administrative proceeding concerning Brazilian tax credits
Confab is a party to an administrative proceeding concerning
the recognition and transfer of tax credits for an amount allegedly exceeding the amount that Confab would have been entitled to
recognize and/or transfer. The proceeding resulted in the imposition of a fine against Confab representing approximately 75% of
the allegedly undue credits, which was appealed by Confab. On January 21, 2019, Confab was notified of an administrative decision
denying Confab’s appeal, thereby upholding the tax determination and the fine against Confab. On January 28, 2019, Confab
challenged such administrative decision and is currently awaiting a resolution. In case of an unfavorable resolution, Confab may
still appeal before the courts. The estimated amount of this claim is BRL56.8 million (approximately $14.1 million). At this stage,
the Company cannot predict the outcome of this claim.
U.S. patent infringement litigation
Tenaris Coiled Tubes, LLC (“TCT”), a U.S. subsidiary
of the Company, was sued on 2017 by its competitor Global Tubing, alleging violations to certain intellectual property regulations
and seeking a declaration that certain Global Tubing products do not infringe patents held by TCT. TCT filed a counterclaim seeking
declaration that certain Global Tubing products infringe patents held by TCT, and Global Tubing responded alleging that such patents
should be invalidated. On December 13, 2019, Global Tubing filed an amended complaint (including the Company as defendant) and
alleging that TCT and the Company misled the patent office in order to monopolize the coiled tubing market for quench and tempered
products. Trial is set for August of 2021. At this time, the Company cannot predict the outcome of this matter or estimate the
range of potential losses that may result from resolution of this claim.
Tax assessment from Italian tax authorities
Tenaris’s Italian subsidiary Dalmine received on December
27, 2019, a tax assessment from the Italian tax authorities related to fiscal year 2014. As of December 31, 2019, the claim amounted
to approximately EUR25 million (approximately $28 million), comprising EUR20.7 million (approximately $23.2 million) in principal
and EUR4.3 million (approximately $4.8 million) in interest and penalties. In the report for a tax audit conducted in 2019, the
Italian tax inspectors indicated that they also intend to bring claims for fiscal year 2015 with respect to the same matters; as
of December 31, 2019, these additional claims would amount to approximately EUR10.3 million (approximately $11.6 million), comprising
EUR8.1 million (approximately $9.1 million) in principal and EUR2.2 million (approximately $2.5 million) in interest and penalties.
The claims mainly refer to the compensation for certain intercompany transactions involving Dalmine in connection with sales of
products and R&D activities. Based on the counsel’s advice, Tenaris believes that it is unlikely that the ultimate resolution
of these matters will result in a material obligation.
IPSCO product liability claims
Tenaris’s recently acquired U.S. subsidiary, IPSCO Tubulars
Inc, or its subsidiaries are parties to several product liability claims, which may result in damages for an aggregate amount estimated
at approximately $26.6 million. This includes a lawsuit alleging product liability and negligent misrepresentation in which the
plaintiff alleges that defects in certain casing provided by IPSCO resulted in three well failures causing damages for an amount
of approximately $15 million. Although at this time the Company cannot predict the outcome of any of these matters, the Company
believes that provisions have been recorded in an amount sufficient to cover potential exposure under these claims.
Dividend Policy
The Company does not have, and has no current plans to establish,
a formal dividend policy governing the amount and payment of dividends or other distributions. For a description of the shareholders’
and holders of ADS’ rights to receive dividends and the conditions to declare and pay dividends, please refer to Item 10.
“Additional Information – B. Memorandum and Articles of Association – Dividends”.
The following table shows the dividends approved by the Company’s
shareholders in the last five years:
|
|
Approved dividend
|
|
Dividend payment date
|
Shareholders’ meeting date
|
|
Amount
(USD million)
|
|
Per share
(USD)
|
|
Per ADS (USD)
|
|
Interim Dividend
|
|
Dividend Balance
|
May 6, 2015
|
|
|
531
|
|
|
|
0.45
|
|
|
|
0.90
|
|
|
November 2014
|
|
May 2015
|
May 4, 2016
|
|
|
531
|
|
|
|
0.45
|
|
|
|
0.90
|
|
|
November 2015
|
|
May 2016
|
May 3, 2017
|
|
|
484
|
|
|
|
0.41
|
|
|
|
0.82
|
|
|
November 2016
|
|
May 2017
|
May 2, 2018
|
|
|
484
|
|
|
|
0.41
|
|
|
|
0.82
|
|
|
November 2017
|
|
May 2018
|
May 6, 2019
|
|
|
484
|
|
|
|
0.41
|
|
|
|
0.82
|
|
|
November 2018
|
|
May 2019
|
On April 29, 2020 the board of directors announced the proposals to be submitted to the consideration
of the Annual General Shareholders’ meeting, including its proposal on dividends. For more information, see “Item 5G.
Operating and Financial Review and Prospects –Recent Developments – Annual Dividend Proposal”.
Except as otherwise disclosed in this annual report, there has
been no undisclosed significant change since the date of the annual consolidated financial statements.
|
Item 9.
|
The Offer and Listing
|
A.
|
Offer and Listing Details
|
The shares are listed on the Mexican Stock Exchange and its
ADSs are listed on the NYSE under the symbol “TS”. Until October 11, 2019, the Company’s shares were also listed
on the Buenos Aires Stock Exchange. The shares are also listed on the Italian Stock Exchange under the symbol “TEN”
Trading on the NYSE and the Mexican Stock Exchange began on December 16, 2002, and trading on the Italian Stock Exchange began
on December 17, 2002.
As of March 31, 2020, a total of 1,180,536,830 shares were
registered in the Company’s shareholder register. As of March 31, 2020, a total of 156,288,900 shares were registered
in the name of the depositary for the Company’s ADR program.
Not applicable.
See A. “– The Offer and Listing – Offer and
Listing Details”.
Not applicable.
Not applicable.
Not applicable.
|
Item 10.
|
Additional Information
|
Not applicable.
|
B.
|
Memorandum and Articles of Association
|
General
The following is a summary of certain rights of holders of the
Company’s shares. These rights are set out in the Company’s articles of association or are provided by applicable Luxembourg
law, and may differ from those typically provided to shareholders of U.S. companies under the corporation laws of some states of
the United States. This summary is not exhaustive and does not contain all information that may be important to you. For more complete
information, you should read the Company’s articles of association, which are attached as an exhibit to this annual report.
The Company is a public limited liability company (société
anonyme) organized under the laws of Luxembourg. Its object and purpose, as set forth in Article 2 of its articles of association,
is the taking of interests, in any form, in corporations or other business entities, and the administration, management, control
and development thereof. The Company is registered under the number B85 203 in the Luxembourg Registre de Commerce et des Sociétés.
The Company’s authorized share capital is fixed by the
Company’s articles of association as amended from time to time with the approval of shareholders at an extraordinary general
shareholders’ meeting. The Company has an authorized share capital of a single class of 2,500,000,000 shares having a nominal
value of USD1.00 per share. There were 1,180,536,830 shares issued as of the date of this annual report. All issued shares are
fully paid.
The Company’s articles of association
authorize the board of directors, or any delegate(s) duly appointed by the board of directors, to issue shares within the limits
of the authorized share capital against contributions in cash, contributions in kind or by way of available reserves, at such time
and on such terms and conditions, including the issue price, as the board of directors, or its delegate(s), may in its or their
discretion resolve.
The Company’s shareholders have authorized
the board of directors to waive, suppress or limit any pre-emptive subscription rights of shareholders provided for by law to
the extent it deems such waiver, suppression or limitation advisable for any issue or issues of shares within the authorized share
capital; and have waived any pre-emptive subscription rights provided for by law and related procedures. Although the validity
period of such authorization will expire on June 5, 2020, the board of directors has convened an extraordinary meeting of shareholders
to be held on June 2, 2020, which will consider the renewal of such authorization
for an additional five-year period. However, under the Company’s articles of association, the Company’s existing shareholders
shall have a preferential right to subscribe for any new shares issued pursuant to the authorization granted to its board of directors,
except in the following cases (in which cases no pre-emptive subscription rights shall apply):
|
·
|
any issuance of shares (including, without limitation, the direct issuance of shares or upon the exercise
of options, rights convertible into shares, or similar instruments convertible or exchangeable into shares) against a contribution
other than in cash; and
|
|
·
|
any issuance of shares (including by way of free shares or at discount), up to an amount equal to 1.5% of the issued share
capital of the Company, to directors, officers, agents or employees of the Company, its direct or indirect subsidiaries, or its
affiliates, including, without limitation, the direct issuance of shares or upon the exercise of options, rights convertible into
shares, or similar instruments convertible or exchangeable into shares, issued for the purpose of compensation or incentive for
any such persons or in relation thereto (which the board of directors shall be authorized to issue upon such terms and conditions
as it deems fit).
|
Amendment of the Company’s articles of association requires
the approval of shareholders at an extraordinary shareholders’ meeting with a two-thirds majority vote of the shares represented
at the meeting.
Dividends
Subject to applicable law, all shares (including shares underlying
ADSs) are entitled to participate equally in dividends when, as and if declared by the shareholders at the annual general shareholders’
meeting, out of funds legally available for such purposes.
Dividends may be lawfully declared and paid if the Company’s net profits and distributable
reserves are sufficient under Luxembourg law. The amount and payment of dividends must be approved by a majority vote at a general
shareholders’ meeting, generally, but not necessarily, based on the recommendation of the Company’s board of directors.
Under Article 21 of the Company’s articles of association, the board of directors has the power to distribute interim dividends
out of profits, share premium or any other available reserves, in accordance with applicable law, in particular in accordance with
the conditions set forth in Article 461-3 of the Luxembourg Company Law. Such dividend payments must be finally approved by the
general shareholders’ meeting. On April 29, 2020 the board of directors announced the proposals to be submitted to the consideration
of the Annual General Shareholders’ meeting, including its proposal on dividends. For more information, see “Item 5G.
Operating and Financial Review and Prospects –Recent Developments – Annual Dividend Proposal”.
As provided by Article 21 of the Company’s articles of
association, dividends or other distributions declared by the general meeting as well as interim dividends or other distributions
declared by the board of directors will be distributed at the times and places determined by the board of directors. The Company
will make any and all dividend payments and any other distributions in respect of shares registered in the name of any securities
settlement system or operator of such a system or in the name of any financial institution or other professional depositary of
securities or any other depositary, whether in cash, shares or other assets, only to such registered holder, or otherwise in accordance
with such registered holder’s instructions, and, as provided by Article 21 of the Company’s articles of association,
that payment shall release the Company from any and all obligations for such payment.
The Company conducts and will continue to conduct its operations
through subsidiaries and, accordingly, its main source of cash to pay dividends, among other possible sources, will be the dividends
received from its subsidiaries. For further information see Item 3.D. “Key Information – Risk Factors – Risks
Relating to the Structure of the Company – As a holding company, the Company’s ability to pay cash dividends depends
on the results of operations and financial condition of its subsidiaries and could be restricted by legal, contractual or other
limitations”.
Under Luxembourg law, claims for dividends will lapse in favor
of the Company five years after the date such dividends are declared. However, the Company may elect to pay a declared dividend
after such period. Declared and unpaid dividends held by the Company for the account of its shareholders do not bear interest.
Pursuant to Luxembourg law, at least 5% of our net profits per
year must be allocated to the creation of a legal reserve until such reserve has reached an amount equal to 10% of our issued share
capital. If the legal reserve later falls below the 10% threshold, at least 5% (or such lower amount required to reach the 10%
threshold) of net profits again must be allocated toward the reserve. As of December 31, 2019, the Company’s legal reserve
represented 10% of its share capital. The legal reserve is not available for distribution.
Voting Rights; Shareholders’ Meetings; Election of
Directors
Each share entitles the holder thereof to
one vote at the Company’s general shareholders’ meetings. Shareholder action by written consent is not permitted, but
proxy voting is permitted. Notices of general shareholders’ meetings are governed by the provisions of Luxembourg law and
the Company’s articles of association. Pursuant to applicable Luxembourg law, the Company must give notice of the calling
of any general shareholders’ meeting at least 30 days prior to the date for which the meeting is being called, by publishing
the relevant convening notice in the Recueil Electronique des Sociétés et Associations (Luxembourg’s
electronic official gazette) and in a leading newspaper having general circulation in Luxembourg and by issuing a press release
informing of the calling of such meeting. In case the Company’s shares are listed on a foreign regulated market, notices
of general shareholders’ meetings shall also comply with the requirements (including as to content and publicity) and follow
the customary practices of such regulated market.
Pursuant to the Company’s articles of
association, for as long as the shares or other securities of the Company are listed on a regulated market within the European
Union (as they currently are), and unless otherwise provided by applicable law, only shareholders holding shares as of midnight,
central European time, on the day that is fourteen days prior to the day of any given general shareholders’ meeting can attend
and vote at such meeting. The board of directors may determine other conditions that must be satisfied by shareholders in order
to participate in a general shareholders’ meeting in person or by proxy, including with respect to deadlines for submitting
supporting documentation to or for the Company.
No attendance quorum is required at ordinary
general shareholders’ meetings, and resolutions may be adopted by a simple majority of the votes validly cast, irrespective
of the number of shares present or represented. Unless otherwise provided by applicable law, an extraordinary general shareholders’
meeting may not validly deliberate on proposed amendments to the Company’s articles of association unless a quorum of at
least half of the share capital is represented at the meeting. If a quorum is not reached at the first extraordinary shareholders’
meeting, a second extraordinary shareholders’ meeting may be convened in accordance with the Company’s articles of
association and applicable law and such second extraordinary general shareholders’ meeting shall validly deliberate regardless
of the number of shares represented. In both cases, the Luxembourg Company Law and the Company’s articles of association
require that any resolution of an extraordinary general shareholders’ meeting as to amendments to the Company’s articles
of association be adopted by a two-thirds majority of the votes validly cast at the meeting. If a proposed resolution consists
of changing the Company’s nationality or of increasing the shareholders’ commitments, the unanimous consent of all
shareholders is required.
Cumulative voting is not permitted. The Company’s
articles of association do not provide for staggered terms and directors are elected for a maximum of one year but may be reappointed
or removed at any time, with or without cause, by the general shareholders’ meeting, by resolution passed by a simple majority
vote of the shares validly cast at the meeting. In the case of a vacancy occurring in the board of directors, the remaining directors
shall have the right to temporarily fill such vacancy with a temporary director appointed by resolution adopted with the affirmative
vote of a majority of the remaining directors; provided that the next general shareholder’s meeting shall be called upon
to ratify such appointment. The term of any such temporary director elected to fill a vacancy shall expire at the end of the term
of office of the replaced director.
The next Company’s annual general shareholders’
meeting, that will consider, among other things our Consolidated Financial Statements and Annual Accounts included in this report,
will take place in the Company’s registered office in Luxembourg, on Tuesday, June 2, 2020, at 3:00 P.M. Central European
time, Luxembourg time. A general extraordinary shareholders’ meeting will be held on the same date, immediately after the
adjournment of the annual general shareholders’ meeting, to decide on the renewal for a five-year period of the authorization
granted to its board of directors to issue shares within the limits of the authorized share capital without shareholder approval.
The articles of association provide that annual general shareholders’
meetings shall meet in Luxembourg within six months from the end of the previous financial year at the date, place and hour indicated
in the convening notice. The rights of the shareholders attending the meetings are governed by Shareholders’ Rights Law.
Holders of shares deposited in fungible securities accounts
have the same rights and obligations as holders of shares recorded in the Company’s share register. However, in order to
be able to participate in and vote at shareholders’ meetings of the Company, the former must submit, prior to the relevant
meeting, reasonably satisfactory evidence to the Company as to the number of shares held on the applicable record date for such
meeting. For as long as the shares or the other securities of the Company are listed on a regulated market within the European
Union, participation in a shareholders’ general meeting shall inter alia be subject to the relevant shareholder holding shares
of the Company on the fourteenth day midnight central European time prior to the meeting (unless otherwise provided for by applicable
law).
Holders of ADSs only have those rights that are expressly granted
to them in the deposit agreement. See Item 3.D. “Key Information – Risk Factors – Risks Relating to shares
and ADSs – Holders of ADSs may not be able to exercise, or may encounter difficulties in the exercise of, certain rights
afforded to shareholders”. Holders of record of our ADRs as of the relevant ADR holders’ record date set for any given
general shareholders’ meeting are entitled to instruct the Depositary as to the exercise of the voting rights in respect
of the shares underlying such holder’s ADRs at such meeting. Holders of ADRs maintaining non-certificated positions must
follow voting instructions given by their broker or custodian bank.
The notice to the annual general shareholders meeting and to
the general extraordinary shareholders meeting to be held on June 2, 2020, and the Shareholder Meeting Brochure and Proxy Statement
for the meetings, describing the procedures for voting at the meetings applicable to holders of ADRs will be made available on
the Company’s website at www.tenaris.com/investors in accordance with applicable rules and regulations, and will be
timely filed by the Company in a report of foreign issuer on Form 6-K.
Access to Corporate Records
Luxembourg law and the Company’s articles of association
do not generally provide for shareholder access to corporate records. Shareholders may inspect the annual accounts and auditors’
reports at our registered office during the fifteen-day period prior to a general shareholders’ meeting.
Appraisal Rights
In the event the Company’s shareholders approve:
|
·
|
the delisting of the shares from all stock exchanges where the shares are listed at that time,
|
|
·
|
a merger in which the Company is not the surviving entity (unless the shares or other equity securities of such entity are
listed on the New York or London stock exchanges),
|
|
·
|
a sale, lease, exchange or other disposition of all or substantially all of the Company’s assets,
|
|
·
|
an amendment of our articles of association that has the effect of materially changing the Company’s corporate purpose,
|
|
·
|
the relocation of the Company’s domicile outside of the Grand Duchy of Luxembourg, or
|
|
·
|
amendments to the Company’s articles of association that restrict the rights of the Company’s shareholders.
|
Dissenting or absent shareholders have the right to have their
shares repurchased by the Company at (i) the average market value of the shares over the 90 calendar days preceding the applicable
shareholders’ meeting or (ii) in the event that the shares are not traded on a regulated market, the amount that results
from applying the proportion of the Company’s equity that the shares being sold represent over the Company’s net worth
as of the date of the applicable shareholders’ meeting.
Dissenting or absent shareholders must present their claim within
one month following the date of the shareholders’ meeting and supply the Company with evidence of their shareholding at the
time of such meeting. The Company must (to the extent permitted by applicable laws and regulations and in compliance therewith)
repurchase its shares within six months following the date of the shareholders’ meeting.
If delisting from one or more, but not all, of the stock exchanges
where the shares are listed is approved in the shareholders’ meeting, only dissenting or absent shareholders with shares
held through participants in the local clearing system for that market or markets can exercise this appraisal right if:
|
·
|
they held the shares as of the date of the announcement by the Company of its intention to delist or as of the date of publication
of the first convening notice for the general shareholders’ meeting that approved the delisting; and
|
|
·
|
they present their claim within one month following the date of the general shareholders’ meeting and supply evidence
of their shareholding as of the date of the Company’s announcement or the publication of the first convening notice to the
meeting.
|
In the event a shareholder exercises its appraisal rights, applicable
Luxembourg law provisions shall apply.
Holders of ADSs may not be able to exercise, or may encounter
difficulties in the exercise of, certain rights afforded to shareholders, including appraisal rights. See Item 3.D. “Key
Information – Risk Factors – Risks Relating to shares and ADSs – Holders of ADSs may not be able to exercise,
or may encounter difficulties in the exercise of, certain rights afforded to shareholders”.
Distribution of Assets on Winding-Up
In the event of the Company’s liquidation, dissolution
or winding-up, the net assets remaining after allowing for the payment of all debts and expenses will be paid out to the holders
of the shares in proportion to their respective holdings.
Transferability and Form
The Company’s articles of association do not contain any
redemption or sinking fund provisions, nor do they impose any restrictions on the transfer of shares. The shares are issuable in
registered form only.
The ownership of registered shares is evidenced by the inscription
of the name of the shareholder, the number of shares held by such shareholders and the amount paid on each share in the Company’s
share register. In addition, the Company’s shares may be held through fungible securities accounts with financial institutions
or other professional depositaries.
Shares held through fungible securities accounts may be transferred
in accordance with customary procedures for the transfer of securities in book-entry form. Shares that are not held through fungible
securities accounts may be transferred by a written statement of transfer signed by both the transferor and the transferee or their
respective duly appointed attorney-in-fact and recorded in the Company’s share register. The transfer of shares may also
be made in accordance with the provisions of Article 1690 of the Luxembourg Civil Code. As evidence of the transfer of registered
shares, the Company may also accept any correspondence or other documents evidencing the agreement between transferor and transferee
as to the transfer of registered shares.
Repurchase of Company shares
The Company may repurchase its own shares in the cases and subject
to the conditions set by the Luxembourg Company Law and, in the case of acquisitions of shares or ADSs made through a stock exchange
in which shares or ADSs are traded, with any applicable laws and regulations of such market. Please see Item 16.E. “Purchase
of Equity Securities by the Issuer and Affiliated Purchasers” for further information on the authorization granted on May
6, 2015, by the annual general meeting of shareholders to the Company or its subsidiaries to repurchase shares of the Company,
including shares represented by ADSs.
Limitation on Securities Ownership
There are no limitations currently imposed by Luxembourg law
or the articles of association on the rights of the Company’s non-resident or foreign shareholders to hold or vote the Company’s
shares.
Change in Control
None of our outstanding securities has any special control rights.
The Company’s articles of association do not contain any provision that would have the effect of delaying, deferring or preventing
a change in control of the Company and that would operate only with respect to a merger, acquisition or corporate restructuring
involving the Company or any of its subsidiaries. In addition, the Company does not know of any significant agreements or other
arrangements to which the Company is a party and which take effect, alter or terminate in the event of a change of control of the
Company. There are no agreements between the Company and members of its board of directors or employees providing for compensation
if they resign or are made redundant without reason, or if their employment ceases following a change in control of the Company.
There are no rights associated with the Company’s shares
other than those described above.
Ownership Disclosure
The Company’s articles of association do not contain any
provision requiring disclosure of share ownership. However, under the Luxembourg Transparency Law investors in the Company’s
securities should notify the Company and the Luxembourg securities commission on an ongoing basis whenever the proportion of voting
rights held or controlled by any such investor reaches, exceeds or falls below any of the following thresholds: 5%, 10%, 15%, 20%,
25%, 33.33%, 50% and 66.66%. Failure to notify the Company and the Luxembourg securities commission of the reaching or crossing
of any such thresholds may result in the suspension of the voting rights attaching to the shares exceeding the threshold which
would have had to be notified.
For a summary of any material contract entered into by us outside
the ordinary course of business during the last two years, see Item 4.B. “Information on the Company – Business
Overview”.
Many of the countries which are important markets for us or
in which we have substantial assets have histories of substantial government intervention in currency markets, volatile exchange
rates and government-imposed currency controls. These include mainly Argentina, Brazil, Indonesia, Mexico, Nigeria and Romania.
Specifically and regarding Argentina, the Argentine peso was
subject to a devaluation of approximately 59% during 2019. In addition, starting September 1, 2019, the government imposed certain
restrictions on foreign exchange transactions, including the obligation to sell into the Argentine foreign exchange market any
proceeds derived from exports of goods within a period of 60 days from export to related parties, and within 180 days from export
to third parties. As for service-related exports, foreign currency proceeds must be converted into Argentine pesos within 5 days
of collection. Other restrictions related to foreign exchange transactions include the obligation to obtain previous authorization
from the Argentine Central Bank to access the foreign exchange market to make payments of imports of services from related parties
(including royalties). Central Bank’s authorizations are granted on a very restricted basis. There are currently no restrictions
to make payments for goods imports.
As for capital flows, there are no restrictions for payments
of debt-service to foreign creditors as long as funds disbursed had been previously transferred to Argentina through the foreign
exchange market and converted into Argentine pesos. As from January 17, 2020, investors making new capital contributions to local
companies do not require Central Bank approval to access the foreign exchange market to pay dividends for an amount not exceeding
30% of the investment. Access to the foreign exchange market to make any other dividend payment requires prior authorization from
the Central Bank. Central Bank’s authorizations are granted on a very restricted basis.
Purchase and/or transfer of foreign currency for investment
and saving purposes is limited to minimal monthly sums. In addition, such purchases as well as credit card payments abroad are
subject to a 30% surcharge.
As of December 31, 2019 approximately 8% of Tenaris’s
consolidated net assets were located in Argentina.
For additional information regarding factors affecting the Argentine
economy, see Item 3.D. “Key Information – Risk Factors – Risks Relating to our Business – Adverse economic
or political conditions in the countries where we operate or sell our products and services may decrease our sales or disrupt our
manufacturing operations, thereby adversely affecting our revenues, profitability and financial condition”.
The following discussion of the material Luxembourg and U.S.
federal income tax consequences of an investment in our shares and ADSs is based upon laws and relevant interpretations thereof
in effect as of the date of this annual report, all of which are subject to change. This discussion does not address all possible
tax consequences relating to an investment in our shares or ADSs, including the tax consequences under U.S. state and local tax
laws.
Grand Duchy of Luxembourg
This section describes the material Luxembourg tax consequences
of owning or disposing of shares or ADSs.
It is not intended to be, nor should it be construed to be,
legal or tax advice. You should, therefore, consult your own tax advisor regarding local or foreign tax consequences, including
Luxembourg tax consequences of owning and disposing of shares or ADSs in your particular circumstances.
As used herein, a “Luxembourg individual” means
an individual resident in Luxembourg who is subject to personal income tax (impôt sur le revenu) on his or her worldwide
income from Luxembourg or foreign sources, and a “Luxembourg corporate holder” means a company (that is, a fully taxable
collectivité within the meaning of Article 159 of the Luxembourg Income Tax Law) resident in Luxembourg subject to Luxembourg
corporate income tax (impôt sur le revenu des collectivités) and Luxembourg municipal business tax (impôt commercial
communal) on its worldwide income from Luxembourg or foreign sources. For the purposes of this summary, Luxembourg individuals
and Luxembourg corporate holders are collectively referred to as “Luxembourg Holders”. A “non-Luxembourg Holder”
means any investor in shares or ADSs of the Company other than a Luxembourg Holder.
Corporate Reorganization
The Company was established as a Luxembourg société
anonyme holding under Luxembourg’s 1929 holding company regime. Until termination of such regime on December 31,
2010, holding companies incorporated under the 1929 regime (including the Company) were exempt from Luxembourg corporate income
tax, Luxembourg municipal business tax, Luxembourg net wealth tax and Luxembourg withholding tax over dividends distributed to
shareholders.
On January 1, 2011, the Company became an ordinary public
limited liability company (société anonyme) and, effective as from that date, the Company is subject to all
applicable Luxembourg taxes, (including, among others, Luxembourg corporate income tax on its worldwide income).
In light of the impending termination of Luxembourg’s
1929 holding company regime, in the fourth quarter of 2010, the Company carried out a multi-step corporate reorganization, which
included, among other transactions, the contribution of most of the Company’s assets and liabilities to a wholly-owned, newly-incorporated
Luxembourg subsidiary and the restructuring of indirect holdings in certain subsidiaries. The first phase of the corporate reorganization
was completed in December 2010, and resulted in a non-taxable revaluation of the accounting value (under Luxembourg GAAP) of the
Company’s assets. The second phase of the reorganization was completed in 2011.
Following the completion of the first phase of the corporate
reorganization, and upon its conversion into an ordinary Luxembourg holding company, the Company recorded a special reserve in
its tax balance sheet. Dividend distributions for the foreseeable future will be charged to the special reserve and therefore should
not be subject to Luxembourg withholding tax.
Tax regime applicable to realized capital gains
Luxembourg Holders
Luxembourg resident individual holders
Capital gains realized by Luxembourg resident individuals who
do not hold their shares or ADSs as part of a trade or business (i.e. capital gains on private assets) and who hold (together,
directly or indirectly, with his or her spouse or civil partner and underage children) no more than 10% of the share capital of
the Company, at any time during the five-year period preceding the disposition will only be taxable (at a progressive rate) if
they are realized on a sale of shares or ADSs that takes place before their acquisition or within the first six months following
their acquisition (i.e. speculative gain). After the six-months period, capital gains are not taxed unless the resident individual
holds (together, directly or indirectly, with his or her spouse or civil partner and underage children) more than 10% of the share
capital of the Company at any time during the five-year period preceding the disposition.
If such shares or ADSs are held as part of a commercial or industrial
business, capital gains would be taxable in the same manner as income from such business.
Capital gains realized by Luxembourg resident individuals holding
(alone or together with the resident’s spouse or civil partner and underage children) directly or indirectly more than 10%
of the capital of the Company at any time during the five years prior to the sale, (or if the Luxembourg resident individuals have
received the shares for no consideration within the last five years and the former holder held at least 10% in the capital of the
company at any moment during said five years) will be taxable at half of the individual’s applicable global tax rate (as
determined progressively), if a holding period of six months following their acquisition elapsed (21% for 2019). Within the six-month period, progressive income tax rates apply (ranging from 0 to 42%1
in 2019).
Luxembourg resident corporate holders
Capital gains, including currency exchange gains, realized upon
the disposal of shares or ADSs by a fully taxable resident corporate holder will in principle be subject to Luxembourg corporate
income tax and Luxembourg municipal business tax. The combined applicable rate (including an unemployment fund contribution) for
a corporate holder established in Luxembourg-City is 24.94% for the fiscal year ending 2019. An exemption from such taxes may be
available to the Luxembourg resident corporate holder pursuant to Article 1 of the Grand Ducal Decree dated December 21, 2001 as
amended, in combination with article 166 of the Luxembourg Income Tax Law subject to the fulfillment of the conditions set forth
therein.
Non-Luxembourg Holders
Non-Luxembourg individual holders
An individual who is a non-Luxembourg Holder of shares or ADSs
(and who does not have a permanent establishment, a permanent representative or a fixed place of business in Luxembourg) will only
be subject to Luxembourg taxation on capital gains arising upon disposal of such shares or ADSs if such holder has (alone or together
with his or her spouse, civil partner and underage children) directly or indirectly held more than 10% of the capital of the Company
at any time during the past five years preceding the disposal, and either (i) such non-Luxembourg Holder has been a resident
of Luxembourg for tax purposes for at least 15 years and has become a non-resident within the last five years preceding the realization
of the gain, subject to any applicable tax treaty, or (ii) the disposal of shares or ADSs occurs within six months from their
acquisition (or prior to their actual acquisition), subject, however, to any applicable tax treaty.
Non-Luxembourg corporate holders
A corporate non-Luxembourg Holder (that is, a collectivité
within the meaning of Article 159 of the Luxembourg Income Tax Law), which has a permanent establishment, a permanent representative
or a fixed place of business in Luxembourg to which shares or ADSs are attributable, will bear Luxembourg corporate income tax
and Luxembourg municipal business tax on a gain realized on a disposal of such shares or ADSs as set forth above for a Luxembourg
corporate holder. However, capital gains, including currency exchange gains, realized on the sale of the shares or ADSs may benefit
from the full exemption provided for by Article 1 of the Grand Ducal Decree dated December 21, 2001 as amended, in combination
with Article 166 of the Luxembourg Income Tax Law subject in each case to fulfillment of the conditions set out therein.
____________________________
1 A 7% surcharge for
the Employment Fund applies on the income tax due. The surcharge for the Employment Fund amounts to 9% for taxpayer in tax class
1 or 1a with taxable income exceeding EUR 150,000 (EUR 300,000 for taxpayer in tax class 2).
A corporate non-Luxembourg Holder, which has no permanent establishment,
permanent representative or fixed place of business in Luxembourg to which the shares or ADSs are attributable, will bear non-resident
capital gains tax on a gain realized on a disposal of such shares or ADSs under the same conditions applicable to an individual
non-Luxembourg Holder, as set out above.
Tax regime applicable to distributions
Withholding tax
Distributions to holders are in principle subject to a 15% Luxembourg
withholding tax computed on the gross amount distributed. The rate of the withholding tax may be reduced pursuant to double tax
treaty existing between Luxembourg and the country of residence of the relevant holder, subject to the fulfillment of the conditions
set forth therein. However, distributions imputed for tax purposes to the special reserve (please see above paragraph “corporate
reorganization”) should be exempt from Luxembourg withholding tax under the current tax law.
Nevertheless, no withholding tax applies if the distribution
is made to (as far as relevant in the case at hand):
|
·
|
a Luxembourg resident corporate holder (that is, a fully taxable collectivité within the meaning of article 159
of the Luxembourg Income Tax Law),
|
|
·
|
an undertaking of collective character which is resident of a Member State of the European Union and is referred to by article
2 of the EU Council Directive of November 30, 2011 concerning the common fiscal regime applicable to parent and subsidiary
companies of different member states (2011/96/UE) as amended, (subject to the general anti-abuse rule provided for by Council Directive
2015/121/EU as implemented into Luxembourg law),
|
|
·
|
a capital company or a cooperative company resident in Norway, Iceland or Liechtenstein and subject to a tax comparable to
corporate income tax as provided by the Luxembourg Income Tax Law,
|
|
·
|
a capital company resident in Switzerland which is subject to corporate income tax in Switzerland without benefiting from an
exemption,
|
|
·
|
an undertaking with a collective character subject to a tax comparable to corporate income tax as provided by the Luxembourg
Income Tax Law which is resident in a country that has concluded a double tax treaty with Luxembourg, and
|
|
·
|
a Luxembourg permanent establishment of one of the above-mentioned categories, provided each time that at the date of payment,
the holder holds or commits to hold directly (or through a company regarded as tax transparent from a Luxembourg tax perspective),
during an uninterrupted period of at least twelve months, shares or ADSs representing at least 10% of the share capital of the
Company or acquired for an acquisition price of at least EUR 1,200,000.
|
Luxembourg Holders
With the exception of Luxembourg corporate holders benefiting
from the exemption referred to above, Luxembourg individual holders, and Luxembourg corporate holders fully subject to Luxembourg
corporate tax, must include the distributions paid on the shares or ADSs in their taxable income, 50% of the amount of such dividends
being exempt from tax. The applicable withholding tax can, under certain conditions, entitle the relevant Luxembourg Holder to
a tax credit.
Non-Luxembourg Holders
Non-Luxembourg
Holders of shares or ADSs and who do not have a permanent establishment,
a permanent representative or a fixed place of business in Luxembourg to which the shares or ADSs would
be attributable are not liable for any Luxembourg tax on dividends paid on the shares or ADSs, other than a potential withholding
tax as described above.
Net wealth tax
Luxembourg Holders
Luxembourg net wealth tax will not be levied on a Luxembourg
Holder with respect to the shares or ADSs held unless (i) the Luxembourg Holder is a legal entity subject to net wealth tax
in Luxembourg; or (ii) the shares or ADSs are attributable to an enterprise or part thereof which is carried on through a
permanent establishment, a fixed place of business or a permanent representative in Luxembourg.
Net wealth tax is levied annually at the rate of 0.5% for taxable
net wealth not exceeding EUR 500,000,000 and at a rate of 0.05% for the net wealth exceeding EUR 500,000,000, of enterprises resident
in Luxembourg, as determined for net wealth tax purposes. The shares or ADSs may be exempt from net wealth tax subject to the conditions
set forth by Paragraph 60 of the Luxembourg Law of October 16, 1934 on the valuation of assets (Bewertungsgesetz), as amended.
A minimum net wealth tax charge applies as of January 1, 2016
for all corporate entities having their statutory seat or central administration in Luxembourg. Subject to certain conditions,
the amount of minimum net wealth tax may vary.
Non-Luxembourg Holders
Luxembourg net wealth tax will not be levied on a non-Luxembourg
Holder with respect to the shares or ADSs held unless the shares or ADSs are attributable to an enterprise or part thereof which
is carried on through a permanent establishment or a permanent representative in Luxembourg. The shares or ADSs may be exempt from
net wealth tax subject to the conditions set forth by Paragraph 60 of the Luxembourg Law of October 16, 1934 on the valuation of
assets (Bewertungsgesetz), as amended.
Stamp and registration taxes
No registration tax or stamp duty will be payable by a holder
of shares or ADSs in Luxembourg solely upon the disposal of shares or ADSs by sale or exchange.
Estate and gift taxes
No estate or inheritance tax is levied on the transfer of shares
or ADSs upon the death of a holder of shares or ADSs in cases where the deceased was not a resident of Luxembourg for inheritance
tax purposes and no gift tax is levied upon a gift of shares or ADSs if the gift is not passed before a Luxembourg notary or recorded
in a deed registered in Luxembourg.
Where a holder of shares or ADSs is a resident of Luxembourg
for tax purposes at the time of his death, the shares or ADSs are included in its taxable estate for inheritance tax or estate
tax purposes.
United States federal income taxation
This section describes the material U.S. federal income tax
consequences to a U.S. holder (as defined below) of owning shares or ADSs. It applies to you only if you hold your shares or ADSs
as capital assets for U.S. federal income tax purposes. This discussion addresses only U.S. federal income taxation and does not
discuss all of the tax consequences that may be relevant to you in light of your individual circumstances, including foreign, state
or local tax consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on
net investment income or the alternative minimum tax. This section does not apply to you if you are a member of a special class
of holders subject to special rules, including:
|
·
|
a dealer in securities,
|
|
·
|
a trader in securities that elects to use a mark-to-market method of accounting for securities holdings,
|
|
·
|
a tax-exempt organization,
|
|
·
|
a person who invests through a pass-through entity, including a partnership,
|
|
·
|
a life insurance company,
|
|
·
|
a former citizen or long-term resident of the United States,
|
|
·
|
a person that actually or constructively owns 10% or more of the combined voting power of our voting stock or of the total
value of our stock (including ADSs),
|
|
·
|
a person that holds shares or ADSs as part of a straddle or a hedging or conversion transaction for U.S. federal income tax
purposes,
|
|
·
|
a person that purchases or sells shares or ADSs as part of a wash sale for U.S. federal income tax purposes, or
|
|
·
|
a person whose functional currency is not the U.S. dollar.
|
This section is based on the Internal Revenue Code of 1986,
as amended, its legislative history, existing and proposed regulations, published rulings and court decisions, all as currently
in effect, as well as on the Convention between the Government of the Grand Duchy of Luxembourg and the Government of the United
States of America for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and
Capital (the “Treaty”). These laws are subject to change, possibly on a retroactive basis. In addition, this section
is based in part upon the assumption that each obligation in the ADS deposit agreement and any related agreement will be performed
in accordance with its terms.
If an entity or arrangement that is treated as a partnership
for U.S. federal income tax purposes holds the shares or ADSs, the U.S. federal income tax treatment of a partner will generally
depend upon the status of the partner and the activities of the partnership. Each such partner holding the shares or ADSs is urged
to consult his, her or its own tax advisor.
You are a U.S. holder if you are a beneficial owner of shares
or ADSs and you are, for U.S. federal income tax purposes:
|
·
|
an individual citizen or resident of the United States,
|
|
·
|
a domestic corporation (or an entity treated as a domestic corporation),
|
|
·
|
an estate whose income is subject to U.S. federal income tax regardless of its source, or
|
|
·
|
a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S.
persons are authorized to control all substantial decisions of the trust or (ii) the trust has a valid election in effect
under applicable U.S. Treasury regulations to be treated as a U.S. person.
|
In general, and taking into account the earlier assumptions,
for U.S. federal income tax purposes, if you hold ADRs evidencing ADSs, you will be treated as the owner of the shares represented
by those ADSs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to U.S. federal income tax.
The tax treatment of your shares or ADSs will depend in part
on whether or not we are classified as a passive foreign investment company (“PFIC”), for United States federal income
tax purposes. Except as discussed below under “PFIC Rules”, this discussion assumes that we are not classified as a
PFIC for United States federal income tax purposes.
You should consult your own tax advisor regarding the U.S.
federal, state and local and other tax consequences of owning and disposing of shares or ADSs in your particular circumstances.
Taxation of distributions
Under the U.S. federal income tax laws, if you are a U.S. holder,
the gross amount of any distribution we pay out of our current or accumulated earnings and profits (as determined for U.S. federal
income tax purposes), other than certain pro-rata distributions of our shares, including the amount of any Luxembourg tax withheld,
will be treated as a dividend that is subject to U.S. federal income taxation. If you are a non-corporate U.S. holder, dividends
paid to you that constitute qualified dividend income will be taxable to you at the preferential rates applicable to long-term
capital gains provided that you hold shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the
ex-dividend date and meet other holding period requirements. Dividends we pay with respect to the shares or ADSs generally will
be qualified dividend income, provided that, in the year that you receive the dividend, we are eligible for the benefits of the
Treaty. We believe that we are currently eligible for the benefits of the Treaty and therefore expect that dividends on the shares
or ADSs will be qualified dividend income, but there can be no assurance that we will continue to be eligible for the benefits
of the Treaty.
You must generally include any Luxembourg tax withheld from
the dividend payment in this gross amount even though you do not in fact receive it. The dividend is taxable to you when you receive
it, or, in the case of ADSs, when the depositary receives the dividend, actually or constructively. The dividend will not be eligible
for the dividends-received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.
Distributions in excess of current and accumulated earnings and profits, as determined for U.S. federal income tax purposes, will
be treated as a non-taxable return of capital to the extent of your basis in the shares or ADSs and thereafter as capital gain.
However, we do not expect to calculate earnings and profits in accordance with U.S. federal income tax principles. Therefore, you
should expect that a distribution will generally be treated as a dividend (as discussed above).
Dividends will generally be income from sources outside the
United States and, generally, will be “passive” income for purposes of computing the foreign tax credit allowable to
you.
Subject to certain limitations, the Luxembourg tax withheld
in accordance with the Treaty and paid over to Luxembourg will be creditable or deductible against your U.S. federal income tax
liability. Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the
preferential tax rates. To the extent a refund of the tax withheld is available to you under Luxembourg law or under the Treaty,
the amount of tax withheld that is refundable will not be eligible for credit against your U.S. federal income tax liability.
In certain circumstances, if you have held ADSs for less than
a specified minimum period during which you are not protected from risk of loss, or are obligated to make payments related to the
dividends, you will not be allowed a foreign tax credit for foreign taxes imposed on dividends that we pay.
The rules governing the foreign tax credit are complex. You
are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.
Taxation of capital gains
If you are a U.S. holder and you sell or otherwise dispose of
your shares or ADSs, you will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between
the U.S. dollar value of the amount that you realize and your tax basis, determined in U.S. dollars, in your shares or ADSs. Capital
gain of a non-corporate U.S. holder is generally taxed at preferential rates where the property is held for more than one year.
The gain or loss will generally be income or loss from sources within the United States for foreign tax credit limitation purposes.
The deductibility of capital losses is subject to limitations.
Additional U.S. Federal Income Tax Considerations
PFIC rules. Based on the Company’s current and
expected income and assets, we believe that the shares or ADSs should not currently be treated as stock of a PFIC for U.S. federal
income tax purposes, and we do not expect to become a PFIC in the foreseeable future. However, this conclusion is a factual determination
that is made annually and thus may be subject to change. It is therefore possible that we could become a PFIC in a future taxable
year. If we were to be treated as a PFIC, gain realized on the sale or other disposition of your shares or ADSs would in general
not be treated as capital gain. Furthermore, if you are a U.S. holder, unless you are permitted to elect and you do elect to be
taxed annually on a mark-to-market basis with respect to the shares or ADSs, upon sale or disposition of your shares or ADSs, you
would generally be treated as if you had realized such gain and certain “excess distributions” ratably over your holding
period for the shares or ADSs and would be taxed at the highest tax rate in effect for each such year to which the gain was allocated,
together with an interest charge in respect of the tax attributable to each such year. With certain exceptions, your shares or
ADSs will be treated as stock in a PFIC if we were a PFIC at any time during your holding period in your shares or ADSs. Dividends
that you receive from us will not be eligible for the special tax rates applicable to qualified dividend income if we are a PFIC
(or are treated as a PFIC with respect to you) either in the taxable year of the distribution or the preceding taxable year, but
instead will be taxable at rates applicable to ordinary income and subject to the excess distribution regime described above.
|
F.
|
Dividends and Paying Agents
|
Not applicable.
Not applicable.
The Company is required to file annual and special reports and
other information with the SEC. You may read and copy any documents filed by the Company at the SEC’s public reference room
at 100 F Street, N.E., Room 1580 Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public
reference room. The SEC also maintains an Internet website at http://www.sec.gov which contains reports and other information regarding
registrants that file electronically with the SEC.
The Company is subject to the reporting requirements of the
U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, as applied to foreign private issuers. Because the Company
is a foreign private issuer, the SEC’s rules do not require it to deliver proxy statements or to file quarterly reports.
In addition, the Company’s “insiders” are not subject to the SEC’s rules that prohibit short-swing trading.
We prepare quarterly and annual reports containing consolidated financial statements according to IFRS. The Company’s annual
consolidated financial statements are audited by an independent accounting firm. The Company submits quarterly financial information
with the SEC on Form 6-K simultaneously with or promptly following the publication of that information in Luxembourg or any other
jurisdiction in which the Company’s securities are listed, and the Company files annual reports on Form 20-F within the time
period required by the SEC, which is currently four months from the close of the fiscal year on December 31. These quarterly
and annual reports may be reviewed at the SEC’s public reference room. Reports and other information filed electronically
with the SEC are also available at the SEC’s Internet website.
As a foreign private issuer under the Securities Act, the Company
is not subject to the proxy rules of Section 14 of the Exchange Act or the insider short-swing profit reporting requirements
of Section 16 of the Exchange Act.
For the year ended December 31, 2019, the Company’s
Depositary for issuing ADSs evidencing shares was Deutsche Bank Trust Company Americas. During the time there continues to
be ADSs deposited with the Depositary, the Company will furnish the Depositary with:
|
·
|
its annual reports, and
|
|
·
|
copies of all notices of shareholders’ meetings and other reports and communications that are made generally available
to the Company’s shareholders.
|
The Depositary will, as provided in the deposit agreement and
if requested in writing by the Company, arrange for the mailing of such reports, notices and communications to all record holders
of ADSs, on a basis similar to that for holders of shares, or on such other basis as the Company may advise the Depositary may
be required by any applicable law or regulation or any requirement of any stock exchange to which the Company may be subject. Any
reports and communications, including any proxy solicitation material, shall be furnished in English to the extent such materials
are required to be translated into English pursuant to any regulations of the SEC.
Any record holder of ADSs may read the reports, notices, and
other communications including any proxy solicitation material at the Depositary’s office located at 60 Wall Street, New
York, New York 10005.
In addition, such reports, notices and other communications are made available
to all shareholders and holders of ADSs on the Company’s website at: https://ir.tenaris.com/investor-relations
Whenever a reference is made in this annual report to a contract
or other document, please be aware that such reference is not necessarily complete and that you should refer to the exhibits that
are a part of this annual report for a copy of the contract or other document. You may review a copy of the annual report at the
SEC’s public reference room in Washington, D.C.
|
I.
|
Subsidiary Information
|
Not applicable.
|
Item 11.
|
Quantitative and Qualitative Disclosure about Market Risk
|
The multinational nature of our operations and customer base
expose us to a variety of risks, including the effects of changes in foreign currency exchange rates, interest rates and commodity
prices. In order to reduce the impact related to these exposures, management evaluates exposures on a consolidated basis to take
advantage of natural exposure netting. For the residual exposures, we may enter into various derivative transactions in order to
reduce potential adverse effects on our financial performance. Such derivative transactions are executed in accordance with internal
policies and hedging practices. We do not enter into derivative financial instruments for trading or other speculative purposes,
other than non-material investments in structured products.
The following information should be read together with section
III, “Financial risk management” to our audited consolidated financial statements included elsewhere in this annual
report.
Debt Structure
The following tables provide a breakdown of our debt instruments
at December 31, 2019 and 2018 which included fixed and variable interest rate obligations, detailed by maturity date:
At December 31, 2019
|
|
Expected maturity date
|
|
|
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
2024
|
|
Thereafter
|
|
Total (1)
|
|
|
(in millions of U.S. dollars)
|
Non-current Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate
|
|
|
–
|
|
|
|
16
|
|
|
|
23
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
40
|
|
Floating rate
|
|
|
–
|
|
|
|
1
|
|
|
|
0
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate
|
|
|
728
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
728
|
|
Floating rate
|
|
|
53
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
53
|
|
|
|
|
781
|
|
|
|
17
|
|
|
|
24
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
822
|
|
At December 31, 2018
|
|
Expected maturity date
|
|
|
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total (1)
|
|
|
(in millions of U.S. dollars)
|
Non-current Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate
|
|
|
–
|
|
|
|
4
|
|
|
|
4
|
|
|
|
20
|
|
|
|
–
|
|
|
|
–
|
|
|
|
28
|
|
Floating rate
|
|
|
–
|
|
|
|
0
|
|
|
|
1
|
|
|
|
0
|
|
|
|
–
|
|
|
|
–
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed rate
|
|
|
493
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
493
|
|
Floating rate
|
|
|
17
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
17
|
|
|
|
|
510
|
|
|
|
4
|
|
|
|
5
|
|
|
|
20
|
|
|
|
–
|
|
|
|
–
|
|
|
|
539
|
|
_______________
|
(1)
|
As most borrowings are
based on short-term fixed rates, or floating rates that approximate market rates, with
interest rate resetting every 3 to 6 months, the fair value of the borrowings approximates
its carrying amount and is not disclosed separately.
|
Our weighted average interest rates before tax (considering
hedge accounting), amounted to 3.18% at December 31, 2019 and to 3.98% at December 31, 2018.
Our financial liabilities (other than trade
payables and derivative financial instruments) consist mainly of bank loans. As of December 31, 2019, U.S. dollar denominated financial
debt plus debt denominated in other currencies swapped to the U.S. dollar represented 89% of total financial debt.
For further information about our financial
debt, please see note 19 “Borrowings” to our audited consolidated financial statements included in this annual report.
Interest Rate Risk
Fluctuations in market interest rates create
a degree of risk by affecting the amount of our interest payments. At December 31, 2019, we had variable interest rate debt of
$54 million and fixed rate debt of $768 million ($728 million of the fixed rate debt are short-term).
Foreign Exchange Rate Risk
We manufacture and sell our products in a number of countries
throughout the world and consequently we are exposed to foreign exchange rate risk. Since the Company’s functional currency
is the U.S. dollar, the purpose of our foreign currency hedging program is mainly to reduce the risk caused by changes in the exchange
rates of other currencies against the U.S. dollar.
Most of our revenues are determined or influenced by the U.S. dollar.
In addition, a relevant part of our costs corresponds to steelmaking raw materials and steel coils and plates, also determined
or influenced by the U.S. dollar. However, outside the United States, a portion of our expenses is incurred in foreign currencies
(e.g. labor costs). Therefore, when the U.S. dollar weakens in relation to the foreign currencies of the countries where we manufacture
our products, the U.S. dollar-reported expenses increase. Had the U.S. dollar average exchange rate been weaker by 5% against the
currencies of the countries where we have labor costs, operating income would have decreased approximately by $49 million in 2019,
compared with $50 million in 2018.
Our consolidated exposure to currency fluctuations is reviewed
on a periodic basis. A number of hedging transactions are performed in order to achieve an efficient coverage in the absence of
operative or natural hedges. Almost all of these transactions are forward exchange rate contracts.
Because certain subsidiaries have functional currencies other
than the U.S. dollar, the results of hedging activities as reported in the income statement under IFRS may not reflect entirely
management’s assessment of its foreign exchange risk hedging needs. Also, intercompany balances between our subsidiaries
may generate exchange rate results to the extent that their functional currencies differ.
The value of our financial assets and liabilities is subject
to changes arising out of the variation of foreign currency exchange rates. The following table provides a breakdown of our main
financial assets and liabilities (including foreign exchange derivative contracts) that impact our profit and loss as of December
31, 2019.
All amounts in millions of U.S. dollars
|
|
|
Currency Exposure
|
|
Functional currency
|
|
Long / (Short) Position
|
|
|
|
|
|
Argentine Peso
|
|
U.S. dollar
|
|
|
(96
|
)
|
Euro
|
|
U.S. dollar
|
|
|
(104
|
)
|
Saudi Arabian Riyal
|
|
U.S. dollar
|
|
|
(108
|
)
|
The main relevant exposures as of December 31, 2019 were
to Argentine peso-denominated financial, trade, social and fiscal payables at our Argentine subsidiaries, for which the functional
currency is the U.S. dollar, Euro-denominated intercompany liabilities at certain subsidiaries for which functional currency is
the U.S. dollar, and Saudi Arabian Riyal-denominated financial and trade payables. The Saudi Arabian Riyal is tied to the dollar.
Foreign Currency Derivative Contracts
The net fair value of our foreign currency derivative contracts
amounted to an asset of $18.1 million at December 31, 2019 and a liability of $2.8 million at December 31, 2018. For further detail
on our foreign currency derivative contracts, please see note 24 “Derivative financial instruments – Foreign exchange
derivative contracts and hedge accounting” to our audited consolidated financial statements included in this annual report.
Accounting for Derivative Financial
Instruments and Hedging Activities
Derivative financial instruments are classified as financial
assets (or liabilities) at fair value through profit or loss. Their fair value is calculated using standard pricing techniques
and, as a general rule, we recognize the full amount related to the change in its fair value under financial results in the current
period.
We designate for hedge accounting certain derivatives and non-derivative
financial liabilities (leasing liabilities denominated in Japanese Yen) to hedge risks associated with recognized assets, liabilities
or highly probable forecast transactions. These instruments are classified as cash flow hedges. The effective portion of the fair
value of such derivatives is accumulated in a reserve account in equity. Similarly, the effective portion of the foreign exchange
result on the designated leasing liability is recognized in equity. Amounts accumulated in equity are then recognized in the income
statement in the same period when the offsetting losses and gains on the hedged item are recorded. The gain or loss relating to
the ineffective portion is recognized immediately in the income statement. The fair value of our derivative financial instruments
(assets or liabilities) continues to be reflected on the consolidated statement of financial position. The lease liability is recognized
on the balance sheet at each period end at the exchange rate as of the end of each month.
At December 31, 2019, the effective portion of designated cash
flow hedges, included in other reserves in shareholders’ equity amounted to a credit of $2.6 million.
Concentration of credit risk
There is no significant concentration of credit from customers.
No single customer comprised more than 10% of our net sales in 2019.
Our credit policies related to sales of products and services
are designed to identify customers with acceptable credit history, and to allow us to use credit insurance, letters of credit and
other instruments designed to minimize credit risk whenever deemed necessary. We maintain allowances for potential credit losses.
Commodity Price Sensitivity
We use commodities and raw materials that are subject to price
volatility caused by supply conditions, political and economic variables and other unpredictable factors. As a consequence, we
are exposed to risk resulting from fluctuations in the prices of these commodities and raw materials. Although we fix the prices
of such raw materials and commodities for short-term periods, typically not in excess of one year, in general we do not hedge this
risk.
|
Item 12.
|
Description of Securities Other Than Equity Securities
|
Not applicable.
Not applicable.
Not applicable.
|
D.
|
American Depositary Shares
|
According to our deposit agreement, holders of ADSs may have
to pay to the Depositary, either directly or indirectly, fees or charges up to the amounts set forth below:
|
·
|
A fee of $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) for: issuance of ADSs, including issuances resulting from a
distribution of shares or rights or other property; and cancellation of ADSs for the purpose of withdrawal, including if the deposit
agreement terminates.
|
|
·
|
A fee of $0.02 (or less) per ADSs for any cash distribution to ADS registered holders, excluding cash dividend.
|
|
·
|
Any charges for taxes and other governmental charges that the Depositary or the custodian may be required to pay on any ADS
or share underlying an ADS (e.g., share transfer taxes, stamp duty or withholding taxes); and any charges incurred by the Depositary
or its agents for servicing the depositary securities.
|
|
·
|
Registration or transfer fees for transfer and registration of shares on our share register to or from the name of the Depositary
or its agent when you deposit or withdraw shares.
|
|
·
|
Expenses of the Depositary for cable, telex and facsimile transmissions (when expressly provided in the deposit agreement);
and conversion of foreign currency.
|
|
·
|
A fee equivalent to the fee that would be payable if securities distributed to ADS holders had been shares and the shares had
been deposited for issuance of ADSs for distribution of securities distributed to holders of deposited securities which are distributed
by the Depositary to ADS registered holders.
|
|
·
|
As necessary, charges for any costs incurred by the Depositary or its agents for servicing the deposited securities.
|
The Depositary collects its fees for delivery and surrender
of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting
for them. The Depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed
or by selling a portion of distributable property to pay the fees. The Depositary may collect its annual fee for depositary services
by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants
acting for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
Under the deposit agreement with the Depositary, the Depositary
is not liable to holders of ADSs, except that the Depositary agrees to perform its obligations specifically set forth therein without
gross negligence and willful misconduct.
Fees Payable by the Depositary to the Company
On June 21, 2019, the Company and Deutsche Bank Trust Company
Americas entered into a new five-year engagement effective as of March 13, 2018. No amendments to the existing ADS Deposit
Agreement were made in connection with the new engagement letter.
Fees paid in 2019 and 2020
In 2019, the Company received fees from Deutsche Bank Trust Company Americas, as the
Company’s Depositary, for an amount of $1,077,194, for the period March 13, 2018 through February 28, 2019, and in 2020 the
Company received fees from the Depositary for an amount of $1,260,803.73, in each case based on the Depositary’s revenues
resulting from issuance and cancellation fees charged to ADR holders, net of custody and safe keeping costs. In addition, the Depositary
has waived the cost of providing administrative and reporting services, and access charges in connection with the Company’s
ADR Program.
(*) Since 2018 Tenaris recognizes its share over the effects on the adoption of IAS 29,
“Financial Reporting in Hyperinflationary Economies” by Ternium in other comprehensive income as a currency translation
adjustment.
The accompanying notes are an integral part of these Consolidated Financial Statements.
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.
(1) The Company has an authorized share capital of a single class of 2.5 billion shares
having a nominal value of $1.00 per share. As of December 31, 2019 there were 1,180,536,830 shares issued. All issued shares are
fully paid.
(2) Other reserves include mainly the result of transactions with non-controlling interests
that do not result in a loss of control, the remeasurement of post-employment benefit obligations, the changes in value of cash
flow hedges and the changes in financial instruments measured at fair value through other comprehensive income.
(3) The restrictions to the distribution of profits
and payment of dividends according to Luxembourg Law are disclosed in Note 25.
(4) Related to Saudi Steel Pipe Company (“SSP”)
acquisition. See note 27.
The accompanying notes are an integral part of these Consolidated Financial Statements.
(1) The Company has an authorized share capital of a single class of 2.5 billion shares
having a nominal value of $1.00 per share. As of December 31, 2018 and 2017 there were 1,180,536,830 shares issued. All issued
shares are fully paid.
(2) Other reserves include mainly the result of transactions with non-controlling interests
that do not result in a loss of control, the remeasurement of post-employment benefit obligations and the changes in value of cash
flow hedges and in available for sale financial instruments.
The accompanying notes are an integral part of these Consolidated Financial Statements.
The accompanying notes are an integral part of these Consolidated Financial
Statements.
II. Accounting policies
The principal accounting policies applied in the preparation of
these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the years presented,
unless otherwise stated.
A Basis of presentation
The Consolidated Financial Statements of Tenaris have been prepared
in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting
Standards Board (“IASB”) and in accordance with IFRS as adopted by the European Union, under the historical cost convention,
as modified by the revaluation of certain financial assets and liabilities (including derivative instruments) and plan assets at
fair value. The Consolidated Financial Statements are, unless otherwise noted, presented in thousands of U.S. dollars (“$”).
Whenever necessary, certain comparative amounts have been reclassified
to conform to changes in presentation in the current year.
Following the sale of the steel electric conduit business in North
America, known as Republic Conduit, in January 2017, the results of the mentioned business are presented as discontinued operations
in accordance with IFRS 5, "Non-current Assets Held for Sale and Discontinued Operations". Consequently, all comparative
amounts related to discontinued operations within each line item of the Consolidated Income Statement are reclassified into discontinued
operations. The Consolidated Statement of Cash Flows includes the cash flows for continuing and discontinued operations. Cash flows
from discontinued operations and earnings per share are disclosed separately in Note 29, as well as additional information detailing
net assets of disposal group classified as held for sale and discontinued operations.
The preparation of Consolidated Financial Statements in conformity
with IFRS requires management to make certain accounting estimates and assumptions that might affect among others, the reported
amounts of assets, liabilities, contingent assets and liabilities, revenues and expenses. Actual results may differ from these
estimates. The main areas involving significant estimates or judgements are: Impairment of goodwill and long-lived assets (note
II.G); Income Taxes (note II.N); Loss contingencies (note II.P); Defined benefit obligations (note II.O), Business Combinations
(notes II.B, III.27); Useful lives of property, plant and equipment and other long-lived assets (notes II.E, II.F, II.G).
(1)
|
|
Accounting pronouncements applicable as from January 1, 2019 and relevant for Tenaris
|
IFRS 16, “Leases”
Tenaris has adopted IFRS 16 “Leases” from January 1,
2019. In accordance with the transition provisions in IFRS 16, Tenaris has adopted the new rules using the modified retrospective
approach, meaning that reclassifications of the adoption was recognized in the opening balance sheet as of January 1, 2019 and
that comparatives were not restated.
Upon adoption of IFRS 16, Tenaris recognized lease liabilities in
relation to leases which had previously been classified as “operating leases” under the principles of IAS 17 “Leases”.
These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental
borrowing rate as of January 1, 2019. The associated right-of-use assets were measured at the amount equal to the lease liability,
adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the balance sheet as of December
31, 2018. The difference between the amount of the lease liability recognized in the statement of financial position at the date
of initial application and the operating lease commitments under IAS 17 is related to leases with a duration lower than 12 months,
low value leases and/or leases with clauses related to variable payments.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
A Basis of presentation (Cont.)
(1)
|
|
Accounting pronouncements applicable as from January 1, 2019 and relevant for Tenaris
(Cont.)
|
IFRS 16, “Leases” (Cont.)
Leases are recognized as a right-of-use asset and a corresponding
liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the
liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic
rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the lease
term on a straight-line basis.
Lease liabilities include the net present value of i) fixed payments,
less any lease incentives receivable, ii) variable lease payments that are based on an index or a rate, iii) amounts expected to
be payable by the lessee under residual value guarantees, iv) the exercise price of a purchase option if the lessee is reasonably
certain to exercise that option, and v) payments of penalties for terminating the lease, if the lease term reflects the lessee
exercising that option.
The lease payments are discounted using the interest rate implicit
in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the
lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with
similar terms and conditions.
Right-of-use assets are measured at cost comprising the amount of
the initial measurement of lease liability, any lease payments made at or before the commencement date less any lease incentives
received and any initial direct costs incurred by the lessee.
Payments associated with short-term leases and leases of low-value
assets are recognized on a straight-line basis as an expenses in profit or loss. Short-term leases are leases with a lease term
of 12 months or less. Low-value comprise mainly IT equipment and small items of office furniture.
In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension
options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended
(or not terminated).
IFRIC 23, "Uncertainty over Income Tax Treatments"
Tenaris has adopted IFRIC 23 “Uncertainty over Income Tax
Treatments” from January 1, 2019. This interpretation clarifies how the recognition and measurement requirements of IAS 12
“Income taxes” are applied where there is uncertainty over income tax treatments.
Other accounting pronouncements that became effective during 2019
have no material effect on the Company’s financial condition or results of operations.
B Group accounting
(1)
|
|
Subsidiaries and transactions with non-controlling interests
|
Subsidiaries are all entities over which Tenaris has control. Tenaris
controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is
exercised by the Company and are no longer consolidated from the date control ceases.
The acquisition method of accounting is used to account for the
acquisition of subsidiaries by Tenaris. The cost of an acquisition is measured as the fair value of the assets transferred, equity
instruments issued and liabilities incurred or assumed at the date of exchange. Acquisition-related costs are expensed as incurred.
Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at
their fair values at the acquisition date. Any non-controlling interest in the acquiree is measured either at fair value or at
the non-controlling interest’s proportionate share of the acquiree’s net assets. The excess of the aggregate of the
consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the identifiable
net assets acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired,
the difference is recognized directly in the Consolidated Income Statement.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
B Group accounting (Cont.)
(1)
|
|
Subsidiaries and transactions with non-controlling interests (Cont.)
|
Contingent consideration is classified either as equity or as a
financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair
value recognized in profit or loss.
If the business combination is achieved in stages, the acquisition
date carrying value of the acquirer’s previously held equity interest in the acquiree is remeasured to fair value at the
acquisition date. Any gains or losses arising from such remeasurement are recognized in profit or loss.
Transactions with non-controlling interests that do not result in
a loss of control are accounted as transactions with equity owners of the Company. For purchases from non-controlling interests,
the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary
is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
When the Company ceases to have control or significant influence,
any retained interest in the entity is remeasured to its fair value, with the change in carrying amount recognized in profit or
loss. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an
associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect
of that entity are accounted for as if the group had directly disposed of the related assets or liabilities. This may mean that
amounts previously recognized in other comprehensive income are reclassified to profit or loss.
Material intercompany transactions, balances and unrealized gains
(losses) on transactions between Tenaris subsidiaries have been eliminated in consolidation. However, since the functional currency
of some subsidiaries is its respective local currency, some financial gains (losses) arising from intercompany transactions are
generated. These are included in the Consolidated Income Statement under Other financial results.
(2)
|
|
Non-consolidated companies
|
Non-consolidated companies are all entities in which Tenaris has
significant influence but not control, generally accompanying a shareholding of between 20% and 50% of the voting rights. Investments
in non-consolidated companies (associated and joint ventures) are accounted for by the equity method of accounting and are initially
recognized at cost. The Company’s investment in non-consolidated companies includes goodwill identified in acquisition, net
of any accumulated impairment loss.
Under the equity method of accounting, the investments are initially
recognized at cost and adjusted thereafter to recognize Tenaris’s share of the post-acquisition profits or losses of the
investee in profit or loss, and Tenaris’s share of movements in other comprehensive income of the investee in other comprehensive
income. Dividends received or receivable from associates and joint ventures are recognized as a reduction in the carrying amount
of the investment.
If material, unrealized results on transactions between Tenaris
and its non-consolidated companies are eliminated to the extent of Tenaris’s interest in the non-consolidated companies.
Unrealized losses are also eliminated unless the transaction provides evidence of an impairment indicator of the asset transferred.
Financial statements of non-consolidated companies have been adjusted where necessary to ensure consistency with IFRS.
The Company’s
pro-rata share of earnings in non-consolidated companies is recorded in the Consolidated Income Statement under Equity in
earnings (losses) of non-consolidated companies. The Company’s pro-rata share of changes
in other comprehensive income is recognized in the Consolidated Statement of Comprehensive Income.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
B Group accounting (Cont.)
(2)
|
|
Non-consolidated companies (Cont.)
|
Ternium
At December
31, 2019, Tenaris holds 11.46% of Ternium S.A (“Ternium”)’s common stock. The following factors and circumstances
evidence that Tenaris has significant influence (as defined by IAS 28, “Investments in associates companies and Joint Ventures”)
over Ternium, and as a result the Company’s investment in Ternium has been accounted for under the equity method:
|
§
|
Both the Company and Ternium are under the indirect common control of San Faustin S.A.;
|
|
§
|
Four out of eight members of Ternium’s Board of Directors (including Ternium’s Chairman)
are also members of the Company’s Board of Directors;
|
|
§
|
Under the shareholders’ agreement by and between the Company and Techint Holdings S.à
r.l, a wholly owned subsidiary of San Faustin S.A. and Ternium’s main shareholder, dated January 9, 2006, Techint Holdings
S.à.r.l, is required to take actions within its power to cause (a) one of the members of Ternium’s Board of Directors
to be nominated by the Company and (b) any director nominated by the Company to be only removed from Ternium’s Board of Directors
pursuant to previous written instructions of the Company.
|
Usiminas
At December 31, 2019, Tenaris holds through its Brazilian subsidiary
Confab Industrial S.A. (“Confab”), 5.2% of the shares with voting rights and 3.07% of Usinas Siderúrgicas de
Minas Gerais S.A. (“Usiminas”) total share capital.
The acquisition of Usiminas shares was part of a larger transaction
performed on January 16, 2012, pursuant to which Ternium, certain of its subsidiaries and Confab
joined Usiminas’ existing control group through the acquisition of ordinary shares representing 27.7% of Usiminas’
total voting capital and 13.8% of Usiminas’ total share capital. A shareholders’ agreement
governed the rights and obligations of the several control group members.
In April and May 2016 Tenaris’s subsidiary Confab subscribed,
in the aggregate, to 1.3 million preferred shares (BRL1.28 per share) for a total amount of BRL1.6 million (approximately $0.5
million) and 11.5 million ordinary shares (BRL5.00 per share) for a total amount of BRL57.5 million (approximately $16.6 million).
The preferred and ordinary shares were issued on June 3, 2016 and July 19, 2016, respectively. Consequently as of December 31,
2019 Tenaris owns 36.5 million ordinary shares and 1.3 million preferred shares of Usiminas.
In 2014, a conflict arose between the T/T Group (comprising Confab
and Ternium’s subsidiaries Ternium Investments, Ternium Argentina and Prosid Investments) and Nippon Steel & Sumitomo
Metal Corporation (“NSSMC”) with respect to the governance of Usiminas.
On February 8, 2018, Ternium Investments resolved the dispute with
NSSMC, and on April 10, 2018, the T/T Group entities (including Confab), NSSMC and Previdência Usiminas entered into a new
shareholders’ agreement for Usiminas, amending and restating the previously existing shareholders agreement (the “New
SHA”). Usiminas’ control group now holds, in the aggregate, 483.6 million ordinary shares bound to the New SHA, representing
approximately 68.6% of Usiminas’ voting capital, with the T/T Group holding approximately 47.1% of the total shares held
by the control group (39.5% corresponding to the Ternium entities and the other 7.6% corresponding to Confab); NSSMC holding approximately
45.9% of the total shares held by the control group; and Previdência Usiminas holding the remaining 7% of the total shares
held by the control group.
The New SHA reflects the agreed-upon corporate governance rules
for Usiminas, including, among others, an alternation mechanism for the nomination of each of the chief executive officer and the
Chairman of the board of directors, as well as a mechanism for the nomination of other members of Usiminas’ executive board.
The New SHA also incorporates an exit mechanism consisting of a buy-and-sell procedure, exercisable at any time during the term
of the New SHA after the fourth-and-a-half-year anniversary from the May 2018 election of Usiminas’ executive board. Such
exit mechanism shall apply with respect to shares held by NSSMC and the T/T Group, and would allow either Ternium or NSSMC to purchase
all or a majority of the Usiminas shares held by the other shareholder.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
B Group accounting (Cont.)
(2)
|
|
Non-consolidated companies (Cont.)
|
Usiminas (Cont.)
In connection with the execution of the New SHA, Confab and the
Ternium entities amended and restated their separate shareholders’ agreement governing their respective rights and obligations
as members of the T/T Group to include provisions relating to the exit mechanism and generally to conform such separate shareholders’
agreement to the other provisions of the New SHA. The rights of Confab and Ternium and its subsidiaries within the Ternium - Tenaris
Group are governed under such amended and restated separate shareholders agreement. Those circumstances evidence that Tenaris has
significant influence over Usiminas, and consequently, accounted it for under the equity method (as defined by IAS 28).
Techgen
Techgen S.A. de C.V. (“Techgen”) is a Mexican joint
venture company owned 48% by Ternium, 30% by Tecpetrol International S.A. and 22% by Tenaris. Techgen operates a natural gas-fired
combined electric power plant in the Pesquería area of the State of Nuevo Leon, México. Tenaris, Ternium and Tecpetrol
International S.A. are parties to a shareholders’ agreement relating to the governance of Techgen. In addition, the Company,
Ternium and Tecpetrol International S.A. are under the indirect common control of San Faustin S.A., consequently Tenaris accounted
it’s interest under the equity method (as defined by IAS 28).
Tenaris carries its investment in Ternium, Usiminas and Techgen
under the equity method, with no additional goodwill or intangible assets recognized. Tenaris reviews investments in non-consolidated
companies for impairment whenever events or changes in circumstances indicate that the asset’s carrying amount may not be
recoverable. At December 31, 2019, 2018 and 2017, no impairment provisions were recorded in any of the aforementioned investments.
See Note 12.
C Segment information
The Company is organized in one major business segment, Tubes, which
is also the reportable operating segment.
The Tubes segment includes the production and sale of both seamless
and welded steel tubular products and related services mainly for the oil and gas industry, particularly oil country tubular goods
(OCTG) used in drilling operations, and for other industrial applications with production processes that consist in the transformation
of steel into tubular products. Business activities included in this segment are mainly dependent on the oil and gas industry worldwide,
as this industry is a major consumer of steel pipe products, particularly OCTG used in drilling activities. Demand for steel pipe
products from the oil and gas industry has historically been volatile and depends primarily upon the number of oil and natural
gas wells being drilled, completed and reworked, and the depth and drilling conditions of these wells. Sales are generally made
to end users, with exports being done through a centrally managed global distribution network and domestic sales are made through
local subsidiaries. Corporate general and administrative expenses have been allocated to the Tubes segment.
Others includes all other business activities and operating segments
that are not required to be separately reported, including the production and selling of sucker rods, industrial equipment, coiled
tubing, utility conduits for buildings, heat exchangers, energy and raw materials that exceed internal requirements.
Tenaris’s Chief Operating Decision Maker (CEO) holds monthly
meetings with senior management, in which operating and financial performance information is reviewed, including financial information
that differs from IFRS principally as follows:
|
§
|
The use of direct cost methodology to calculate the inventories, while under IFRS it is at full
cost, including absorption of production overheads and depreciations;
|
|
§
|
The use of costs based on previously internally defined cost estimates, while, under IFRS, costs
are calculated at historical cost;
|
|
§
|
Other timing differences, if any.
|
Tenaris presents its geographical information in five areas: North
America, South America, Europe, Middle East and Africa and Asia Pacific. For purposes of reporting geographical information, net
sales are allocated to geographical areas based on the customer’s location; allocation of assets, capital expenditures and
associated depreciations and amortizations are based on the geographical location of the assets.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
D Foreign
currency translation
(1)
|
|
Functional and presentation currency
|
IAS 21 (revised), “The effects of changes in foreign exchange
rates” defines the functional currency as the currency of the primary economic environment in which an entity operates.
The functional and presentation currency of the Company is the U.S.
dollar. The U.S. dollar is the currency that best reflects the economic substance of the underlying events and circumstances relevant
to Tenaris’s global operations.
Except for the Brazilian and Italian subsidiaries whose functional
currencies are their local currencies, Tenaris determined that the functional currency of its other subsidiaries is the U.S. dollar,
based on the following principal considerations:
|
§
|
Sales are mainly negotiated, denominated and settled in U.S. dollars. If priced in a currency other
than the U.S. dollar, the sales price may consider exposure to fluctuation in the exchange rate versus the U.S. dollar;
|
|
§
|
Prices of their critical raw materials and inputs are priced and settled in U.S. dollars;
|
|
§
|
Transaction and operational environment and the cash flow of these operations have the U.S. dollar
as reference currency;
|
|
§
|
Significant level of integration of the local operations within Tenaris’s international global
distribution network;
|
|
§
|
Net financial assets and liabilities are mainly received and maintained in U.S. dollars;
|
|
§
|
The exchange rate of certain legal currencies has long-been affected by recurring and severe economic
crises.
|
(2)
|
|
Transactions in currencies other than the functional currency
|
Transactions in currencies other
than the functional currency are translated into the functional currency using the exchange rates prevailing at the date of the
transactions or valuation where items are re-measured.
At the end of each reporting period:
(i) monetary items denominated in currencies other than the functional currency are translated using the closing rates; (ii) non-monetary
items that are measured in terms of historical cost in a currency other than the functional currency are translated using the exchange
rates prevailing at the date of the transactions; and (iii) non-monetary items that are measured at fair value in a currency other
than the functional currency are translated using the exchange rates prevailing at the date when the fair value was determined.
Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities
denominated in currencies other than the functional currency are recorded as gains and losses from foreign exchange and included
in Other financial results in the Consolidated Income Statement, except when deferred in equity as qualifying cash flow
hedges and qualifying net investment hedges.
(3)
|
|
Translation of financial information in currencies other than the functional currency
|
Results of operations for subsidiaries whose functional currencies
are not the U.S. dollar are translated into U.S. dollars at the average exchange rates for each quarter of the year. Financial
statement positions are translated at the year-end exchange rates. Translation differences are recognized in a separate component
of equity as currency translation adjustments. In the case of a sale or other disposal of any of such subsidiaries, any accumulated
translation difference would be recognized in income as a gain or loss from the sale.
Goodwill and fair value adjustments arising from the acquisition
of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
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E Property, plant and equipment
Property, plant and equipment are recognized at historical acquisition
or construction cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly
attributable to the acquisition of the items. Property, plant and equipment acquired through acquisitions accounted for as business
combinations have been valued initially at the fair market value of the assets acquired.
Major overhaul and rebuilding expenditures are capitalized as property,
plant and equipment only when it is probable that future economic benefits associated with the item will flow to the Company and
the investment enhances the condition of assets beyond its original condition. The carrying amount of the replaced part is derecognized.
Maintenance expenses on manufacturing properties are recorded as cost of products sold in the year in which they are incurred.
Cost may also include transfers from equity of any gains or losses
on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.
Borrowing costs that are attributable to the acquisition or construction
of certain capital assets are capitalized as part of the cost of the asset, in accordance with IAS 23(R), “Borrowing Costs”.
Assets for which borrowing costs are capitalized are those that require a substantial period of time to prepare for their intended
use.
The depreciation method is reviewed at each year end. Depreciation
is calculated using the straight-line method to depreciate the cost of each asset to its residual value over its estimated useful
life, as follows:
|
Land
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No Depreciation
|
|
Buildings and improvements
|
30-50 years
|
|
Plant and production equipment
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10-40 years
|
|
Vehicles, furniture and fixtures, and other equipment
|
4-10 years
|
The assets’ residual values and useful lives of significant
plant and production equipment are reviewed and adjusted, if appropriate, at each year-end date. An asset’s carrying amount
is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable
amount.
Management’s re-estimation of assets useful lives, performed
in accordance with IAS 16, “Property, Plant and Equipment”, did not materially affect depreciation expenses for 2019,
2018 and 2017.
Tenaris depreciates each significant part of an item of property,
plant and equipment for its different production facilities that (i) can be properly identified as an independent component with
a cost that is significant in relation to the total cost of the item, and (ii) has a useful operating life that is different from
another significant part of that same item of property, plant and equipment.
Gains and losses on disposals are determined by comparing the proceeds
with the carrying amount of assets and are recognized under Other operating income or Other operating expenses in
the Consolidated Income Statement.
F Intangible assets
Goodwill represents
the excess of the acquisition cost over the fair value of Tenaris’s share of net identifiable assets acquired as part of
business combinations determined mainly by independent valuations. Goodwill is tested at least annually for impairment and carried
at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Goodwill is included in the Consolidated
Statement of Financial Position under Intangible assets, net.
For the purpose of impairment
testing, goodwill is allocated to a CGU or group of CGUs that are expected to benefit from the business combination which generated
the goodwill being tested.
(2) Information
systems projects
Costs associated with maintaining computer software programs are
generally recognized as an expense as incurred. However, costs directly related to the development, acquisition and implementation
of information systems are recognized as intangible assets if it is probable that they have economic benefits exceeding one year
and comply with the recognition criteria of IAS 38, “Intangible Assets”.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
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F Intangible assets (Cont.)
(2)
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|
Information systems projects (Cont.)
|
Information systems projects recognized as assets are amortized
using the straight-line method over their useful lives, generally not exceeding a period of 3 years. Amortization charges are mainly
classified as Selling, general and administrative expenses in the Consolidated Income Statement.
Management’s re-estimation of assets useful lives, performed
in accordance with IAS 38, did not materially affect amortization expenses for 2019, 2018 and 2017.
(3)
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|
Licenses, patents, trademarks and proprietary technology
|
Licenses, patents, trademarks, and proprietary technology acquired
in a business combination are initially recognized at fair value at the acquisition date. Licenses, patents, proprietary technology
and those trademarks that have a finite useful life are carried at cost less accumulated amortization. Amortization is calculated
using the straight-line method to allocate the cost over their estimated useful lives, and does not exceed a period of 10 years.
Amortization charges are mainly classified as Selling, general and administrative expenses in the Consolidated Income Statement.
The balance of acquired trademarks that have indefinite useful lives
according to external appraisal amounts to $86.7 million at December 31, 2019, 2018 and 2017, and are included in Hydril CGU. Main
factors considered in the determination of the indefinite useful lives include the years that they have been in service and their
recognition among customers in the industry.
Management’s re-estimation of assets useful lives, performed
in accordance with IAS 38, did not materially affect amortization expenses for 2019, 2018 and 2017.
(4)
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|
Research and development
|
Research expenditures as well as development costs that do not fulfill
the criteria for capitalization are recorded as Cost of sales in the Consolidated Income Statement as incurred. Research
and development expenditures included in Cost of sales for the years 2019, 2018 and 2017 totaled $61.1 million, $63.4 million
and $63.7 million, respectively.
Capitalized costs were not material for the years 2019, 2018 and
2017.
(5)
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|
Customer relationships
|
In accordance with IFRS 3, "Business Combinations"
and IAS 38, Tenaris has recognized the value of customer relationships separately from goodwill attributable to the acquisition
of Maverick and Hydril groups, as well as the more recent acquisition of SSP.
Customer relationships acquired in a business combination
are recognized at fair value at the acquisition date, have a finite useful life and are carried at cost less accumulated amortization.
Amortization is calculated using the straight line method over the initial expected useful life of approximately 14 years for Maverick,
10 years for Hydril and 9 years for SSP.
In 2018 the Company reviewed the useful life of
Maverick’s Tubes customer relationships and decided to reduce the remaining useful life from 2 years to zero, consequently
a higher amortization charge of approximately $109 million was recorded in the Consolidated Income Statement under Selling,
general and administrative expenses for the year ended December 31, 2018.
As of December 31, 2019 the net book value of SSP’s customer
relationship amounts to $72.9 million, with a residual useful life of 8 years. Maverick’s coiled tubing customer relationships
amounts to $9.9 million with a residual useful life of 1 year, while Hydril’s customer relationships is fully amortized.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
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G Impairment
of non-financial assets
Long-lived assets including identifiable intangible assets are reviewed
for impairment at the lowest level for which there are separately identifiable cash flows (cash generating units, or CGU). Most
of the Company’s principal subsidiaries that constitute a CGU have a single main production facility and, accordingly, each
of such subsidiary represents the lowest level of asset aggregation that generates largely independent cash inflows.
Assets that are subject to amortization are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Intangible assets with indefinite
useful lives, including goodwill, are subject to at least an annual impairment test.
In assessing whether there is any indication that a CGU may be impaired,
external and internal sources of information are analyzed. Material facts and circumstances specifically considered in the analysis
usually include the discount rate used in Tenaris’s cash flow projections and the business condition in terms of competitive
and economic factors, such as the cost of raw materials, oil and gas prices, capital expenditure programs for Tenaris’s customers
and the evolution of the rig count.
An impairment loss is recognized for the amount by which the asset’s
carrying amount exceeds its recoverable amount. The recoverable amount is the higher between the asset’s value in use and
fair value less costs of disposal. Any impairment loss is allocated to reduce the carrying amount of the assets of the CGU in the
following order:
(a)
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|
first, to reduce the carrying amount of any goodwill allocated to the CGU; and
|
(b)
|
|
then, to the other assets of the unit (group of units) pro-rata on the basis of the
carrying amount of each asset in the unit (group of units), considering not to reduce the carrying amount of the asset below the
highest of its fair value less cost of disposal, its value in use or zero.
|
For purposes of calculating the
fair value less costs of disposal, Tenaris uses the estimated value of future cash flows that a market participant could generate
from the corresponding CGU.
Management judgment is required to estimate discounted future cash
flows. Actual cash flows and values could vary significantly from the forecasted future cash flows and related values derived using
discounting techniques.
Non-financial assets other than goodwill that suffered an impairment
are reviewed for possible reversal at each reporting date.
Tenaris regularly conducts assessments of the carrying values of
its assets. The value-in-use was used to determine the recoverable value. Value-in-use is calculated by discounting the estimated
cash flows over a five-year period based on forecasts approved by management. For the subsequent years beyond the five-year period,
a terminal value is calculated based on perpetuity.
Tenaris’s main source of revenue is the sale of products and
services to the oil and gas industry and the level of such sales is sensitive to international oil and gas prices and their impact
on drilling activities.
For purposes of assessing key assumptions, Tenaris uses external
sources of information and management judgment based on past experience.
The main key assumptions used in estimating the value in use are
discount rate, growth rate and competitive and economic factors applied to determine Tenaris’s cash flow projections, such
as oil and gas prices, average number of active oil and gas drilling rigs (rig count) and raw material costs.
Management has determined the value of each of the key assumptions
as follows:
- Discount rate: based on the applicable weighted average cost of
capital (WACC), which is considered to be a good indicator of capital cost, taking into account the industry, country and size
of the business. For each CGU where assets are allocated, a specific WACC was determined taking into account the industry, country
and size of the business. In 2019, the main discount rates used were in a range between 8.2% and 15.9%.
- Growth rate: considers the long-term average growth rate for the
oil and gas industry, the inflation impact on prices and costs, the higher demand to offset depletion of existing fields and the
Company’s expected market penetration. In 2019, a nominal growth rate of 2% was considered.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
G Impairment
of non-financial assets (Cont.)
- Oil and gas prices: based on industry analysts’ reports
and management’s expectations of market development respectively.
- Rig count: based on information published by Baker Hughes and
management’s expectations.
- Raw material costs: based on industry analysts’ reports
and management’s expectations.
The main factors that could result in additional impairment charges
in future periods would be an increase in the discount rate or a decrease in growth rate used in the Company’s cash flow
projections, a deterioration of the business, competitive and economic factors, such as a decrease in oil and gas prices, and the
evolution of the rig count.
For the CGU with significant amount of goodwill assigned in comparison
to the total amount of goodwill, Tenaris has determined that the CGU for which a reasonable possible change in the key assumption
would cause the CGUs’ carrying amount to exceed its recoverable amount was OCTG USA.
In OCTG USA, the recoverable amount calculated based on value in
use exceeded carrying value by $108 million as of December 31, 2019. The following changes in key assumptions, at CGU OCTG –
USA, assuming unchanged values for the other assumptions, would cause the recoverable amount to be equal to the respective carrying
value as of the impairment tests:
Increase in the discount rate
|
95 Bps
|
Decrease of the growth rate
|
-1.6 %
|
Decrease of the cash flow projections
|
-15.3 %
|
No impairment charge was recorded in 2019, 2018 and 2017.
H Other investments
Other investments consist primarily of investments in financial
instruments and time deposits with a maturity of more than three months at the date of purchase.
Certain non-derivative financial assets that the Company held not
for trading have been categorized as financial assets “at fair value through other comprehensive income” (“FVOCI”).
They are carried at fair value and interest income from these financial assets is included in finance income using the effective
interest rate method. Unrealized gains or losses are recorded as a fair value adjustment in the Consolidated Statement of Comprehensive
Income and transferred to the Consolidated Income Statement when the financial asset is sold. Exchange gains and losses and impairments
related to the financial assets are immediately recognized in the Consolidated Income Statement. FVOCI instruments with maturities
greater than 12 months after the balance sheet date are included in non-current assets.
Other investments in financial instruments and time deposits are
categorized as financial assets “at fair value through profit or loss” because such investments are held for trading
and their performance is evaluated on a fair value basis. The results of these investments are recognized in Financial Results
in the Consolidated Income Statement.
Purchases and sales of financial investments are recognized as of
their settlement date.
The fair values of quoted investments are generally based on current
bid prices. If the market for a financial investment is not active or the securities are not listed, Tenaris estimates the fair
value by using standard valuation techniques. See Section III Financial Risk Management.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
I Inventories
Inventories are stated at the lower between cost and net realizable
value. The cost of finished goods and goods in process is comprised of raw materials, direct labor, utilities, freights and other
direct costs and related production overhead costs, and it excludes borrowing costs. The allocation of fixed production costs,
including depreciation and amortization charges, is based on the normal level of production capacity. Inventories cost is mainly
based on the FIFO method. Tenaris estimates net realizable value of inventories by grouping, where applicable, similar or related
items. Net realizable value is the estimated selling price in the ordinary course of business, less any estimated costs of completion
and selling expenses. Goods in transit as of year-end are valued based on the supplier’s invoice cost.
Tenaris establishes an allowance for obsolete or slow-moving inventories
related to finished goods, goods in process, supplies and spare parts. For slow moving or obsolete finished products, an allowance
is established based on management’s analysis of product aging. An allowance for obsolete and slow-moving inventory of supplies
and spare parts is established based on management's analysis of such items to be used as intended and the consideration of potential
obsolescence due to technological changes, aging and consumption patterns.
J Trade
and other receivables
Trade and other receivables are recognized initially at fair value
that corresponds to the amount of consideration that is unconditional unless they contain significant financing components. The
Company holds trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently
at amortized cost using the effective interest method. Due to the short-term nature, their carrying amount is considered to be
the same as their fair value.
Tenaris applies the IFRS 9 “Financial Instruments” simplified
approach to measure expected credit losses, which uses a lifetime expected loss allowance for all trade receivables. To measure
the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due.
The expected loss rates are based on the payment profiles of sales over a period of three years and the corresponding historical
credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information
on macroeconomic factors affecting the ability of the customers to settle the receivables.
K Cash
and cash equivalents
Cash and cash equivalents are comprised of cash at banks, liquidity
funds and short-term investments with a maturity of less than three months at the date of purchase which are readily convertible
to known amounts of cash. Assets recorded in cash and cash equivalents are carried at fair market value or at historical cost which
approximates fair market value.
In the Consolidated Statement of Financial Position, bank overdrafts
are included in Borrowings in current liabilities.
For the purposes of the Consolidated Statement of Cash Flows, Cash
and cash equivalents includes overdrafts.
L Equity
The Consolidated Statement of Changes in Equity includes:
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§
|
The value of share capital, legal reserve, share premium and other distributable reserves calculated
in accordance with Luxembourg law;
|
|
§
|
The currency translation adjustment, other reserves, retained earnings
and non-controlling interest calculated in accordance with IFRS.
|
The Company has an authorized share capital of a single class of
2.5 billion shares having a nominal value of $1.00 per share. Total ordinary shares issued and outstanding as of December 31, 2019,
2018 and 2017 are 1,180,536,830 with a par value of $1.00 per share with one vote each. All issued shares are fully paid.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
L Equity
(Cont.)
(3)
|
|
Dividends distribution by the Company to shareholders
|
Dividends distributions are recorded in the Company’s financial
statements when Company’s shareholders have the right to receive the payment, or when interim dividends are approved by the
Board of Directors in accordance with the by-laws of the Company.
Dividends may be paid by the Company to the extent that it has distributable
retained earnings, calculated in accordance with Luxembourg law. See Note 25 (iii).
M Borrowings
Borrowings are recognized initially at fair value net of transaction
costs incurred and subsequently measured at amortized cost. Any difference between the proceeds (net of transaction costs) and
the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest method.
N Current
and Deferred income tax
The income tax expense or credit for the period is the tax payable
on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes
in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. Tax is recognized in the
Consolidated Income Statement, except for tax items recognized in other comprehensive income or directly in equity.
The current income tax charge is calculated on the basis of the
tax laws enacted or substantively enacted at the reporting date in the countries where the Company’s subsidiaries operate
and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions when appropriate.
Deferred income tax is recognized applying the liability method
on temporary differences arising between the tax basis of assets and liabilities and their carrying amounts in the financial statements.
The principal temporary differences arise from the effect of currency translation on depreciable fixed assets and inventories,
depreciation on property, plant and equipment, valuation of inventories, provisions for pension plans and fair value adjustments
of assets acquired in business combinations. Deferred tax assets are also recognized for net operating loss carry-forwards. Deferred
tax assets and liabilities are measured at the tax rates that are expected to apply in the time period when the asset is realized
or the liability is settled, based on tax laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets are recognized to the extent that it is probable
that future taxable income will be available against which the temporary differences can be utilized. At the end of each reporting
period, Tenaris reassesses unrecognized deferred tax assets. Tenaris recognizes a previously unrecognized deferred tax asset to
the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.
Deferred tax liabilities and assets are not recognized for temporary
differences between the carrying amount and tax basis of investments in foreign operations where the company is able to control
the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable
future.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either
to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Deferred tax assets and liabilities are re-measured if tax rates
change. These amounts are charged or credited to the Consolidated Income Statement or to the item Other comprehensive income
for the year in the Consolidated Statement of Comprehensive Income, depending on the account to which the original amount was
charged or credited.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
O Employee
benefits
(1)
|
|
Short-term obligations
|
Liabilities for wages and salaries are recognized in respect of
employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities
are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
(2)
|
|
Post employment benefits
|
The Company has defined benefit and defined contribution plans.
A defined benefit plan is a pension plan that defines an amount of pension benefit that an employee will receive on retirement,
usually dependent on one or more factors such as age, years of service and compensation.
The liability recognized in the statement of financial position
in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting
period less the fair value of plan assets, if any. The defined benefit obligation is calculated annually (at year end) by independent
actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting
the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in
which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation.
Remeasurement gains and losses arising from experience adjustments
and changes in actuarial assumptions are charged or credited to equity in Other comprehensive income in the period in which
they arise. Past-service costs are recognized immediately in the Income Statement.
For defined benefit plans, net interest income/expense is calculated
based on the surplus or deficit derived by the difference between the defined benefit obligations less fair value of plan assets.
For defined contribution plans, the Company pays contributions to publicly or privately administered pension insurance plans on
a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have been paid.
The contributions are recognized as employee benefit expenses when they are due. Prepaid contributions are recognized as an asset
to the extent that a cash refund or a reduction in the future payments is available.
Tenaris sponsors funded and unfunded defined benefit pension plans
in certain subsidiaries. The most significant are:
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§
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An unfunded defined benefit employee retirement plan for certain senior officers. The plan is designed
to provide certain benefits to those officers (additional to those contemplated under applicable labor laws) in case of termination
of the employment relationship due to certain specified events, including retirement. This unfunded plan provides defined benefits
based on years of service and final average salary. As of December 31, 2019 the outstanding liability for this plan amounts to
$45.3 million.
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|
§
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Employees’ service rescission indemnity: the cost of this obligation is charged to the Consolidated
Income Statement over the expected service lives of employees. This provision is primarily related to the liability accrued for
employees at Tenaris’s Italian subsidiary. As from January 1, 2007 as a consequence of a change in an Italian law, employees
were entitled to make contributions to external funds, thus, Tenaris’s Italian subsidiary pays every year the required contribution
to the funds with no further obligation. As a result, the plan changed from a defined benefit plan to a defined contribution plan
effective from that date, but only limited to the contributions of 2007 onwards. As of December 31, 2019 the outstanding liability
for this plan amounts to $17.3 million.
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|
§
|
Funded retirement benefit plans held in Canada for salary and hourly employees hired prior to a
certain date based on years of service and, in the case of salaried employees, final average salary. Plan assets consist primarily
of investments in equities and money market funds. Both plans were replaced for defined contribution plans. Effective June 2016
the salary plan was frozen for the purposes of credited service as well as determination of final average pay. As of December 31,
2019 the outstanding liability for this plan amounts to $9.8 million.
|
|
§
|
Funded retirement benefit plan held in the US for the benefit of some employees hired prior a certain
date, frozen for the purposes of credited service as well as determination of final average pay for the retirement benefit calculation.
Plan assets consist primarily of investments in equities and money market funds. Additionally, an unfunded postretirement health
and life plan is present that offers limited medical and life insurance benefits to the retirees, hired before a certain date.
As of December 31, 2019 the outstanding liability for these plans amounts to $13.4 million.
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
O Employee
benefits (Cont.)
(3)
|
|
Other long term benefits
|
During 2007, Tenaris launched an employee retention and long term
incentive program (the “Program”) applicable to certain senior officers and employees of the Company, who will be granted
a number of Units throughout the duration of the Program. The value of each of these Units is based on Tenaris’s shareholders’
equity (excluding non-controlling interest). Also, the beneficiaries of the Program are entitled to receive cash amounts based
on (i) the amount of dividend payments made by Tenaris to its shareholders, and (ii) the number of Units held by each beneficiary
to the Program. Until 2017 units were vested ratably over a period of four years and were mandatorily redeemed by the Company ten
years after grant date, with the option of an early redemption at seven years after the grant date. Since 2018 units are vested
ratably over the same period and are mandatorily redeemed by the Company seven years after grant date. The payment of the benefit
is tied to the book value of the shares, and not to their market value. Tenaris valued this long-term incentive program as a long
term benefit plan as classified in IAS 19, “Employee Benefits”.
As of December 31, 2019 and 2018, the outstanding liability corresponding
to the Program amounts to $99.0 million and $91.2 million, respectively. The total value of the units granted (vested and unvested)
to date under the program, considering the number of units and the book value per share as of December 31, 2019 and 2018, is $119.9
million and $106 million, respectively.
Termination benefits are payable when employment is terminated by
Tenaris before the normal retirement date, or when an employee accepts voluntary redundancy in exchange for these benefits. Tenaris
recognizes termination benefits at the earlier of the following dates: (a) when it can no longer withdraw the offer of those benefits;
and (b) when the costs for a restructuring that is within the scope of IAS 37 and involves the payment of terminations benefits.
In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number of employees
expected to accept the offer.
(5)
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|
Other compensation obligations
|
Employee entitlements to annual leave, long-service leave, sick
leave and other bonuses and compensations obligations are accrued as earned.
Compensation to employees in the event of dismissal is charged to
income in the year in which it becomes payable.
P Provisions
Tenaris is subject to various claims, lawsuits and other legal proceedings,
including customer claims, in which a third party is seeking payment for alleged damages, reimbursement for losses or indemnity.
Tenaris’s potential liability with respect to such claims, lawsuits and other legal proceedings cannot be estimated with
certainty. Management periodically reviews the status of each significant matter and assesses potential financial exposure. If,
as a result of past events, a potential loss from a claim or proceeding is considered probable and the amount can be reliably estimated,
a provision is recorded. Accruals for loss contingencies reflect a reasonable estimate of the losses to be incurred based on information
available to management as of the date of preparation of the financial statements, and take into consideration Tenaris’s
litigation and settlement strategies. These estimates are primarily constructed with the assistance of legal counsel. As the scope
of liabilities become better defined, there may be changes in the estimates of future costs which could have a material adverse
effect on its results of operations, financial condition and cash flows.
If Tenaris expects to be reimbursed for an accrued expense, as would
be the case for an expense or loss covered under an insurance contract, and reimbursement is considered virtually certain, the
expected reimbursement is recognized as a receivable.
This note should be read in conjunction with Note 25.
Q Trade
and other payables
Trade and other payables are recognized initially at fair value,
generally the nominal invoice amount and subsequently measured at amortized cost. They are presented as current liabilities unless
payment is not due within twelve months after the reporting period. Due to the short-term nature their carrying amounts are considered
to be the same as their fair value.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
R Revenue
recognition
Revenue comprises the fair value of the consideration received or
receivable for the sale of goods and rendering of services in the ordinary course of Tenaris’s activities. The revenue recognized
by the Company is measured at the transaction price of the consideration received or receivable to which the Company is entitled
to, reduced by estimated returns and other customer credits, such as discounts and volume rebates, based on the expected value
to be realized and after eliminating sales within the group.
Revenue is recognized at a point in time or over time from sales
when control has been transferred and there is no unfulfilled performance obligation that could affect the acceptance of the product
by the customer. The control is transferred upon delivery. Delivery occurs when the products have been shipped to the specific
location, the risks of obsolescence and loss have been transferred and either the customer has accepted the product in accordance
with the sales contract, the acceptance provisions have lapsed or the Company has objective evidence that all criteria for acceptance
have been satisfied, including all performance obligations. These conditions are determined and analyzed on a contract by contract
basis to ensure that all performance obligations are fulfilled; in particular, Tenaris verifies customer acceptance of the goods,
the satisfaction of delivery terms and any other applicable condition.
For bill and hold
transactions revenue is recognized only to the extent that (a) the reason for the bill
and hold arrangement must be substantive (for example, the customer has requested the arrangement); (b) the products have been
specifically identified and are ready for delivery; (c) the Company does not have the ability to use the product or to direct it
to another customer; (d) the usual payment terms apply.
The Company’s contracts with customers do not provide any
material variable consideration, other than discounts, rebates and right of return. Discounts and rebates are recognized based
on the most likely value and rights of return are based on expected value considering past experience and contract conditions.
Where the contracts include multiple
performance obligations, the transaction price is allocated to each performance obligation based on the stand-alone selling prices.
Where these are not directly observable, they are estimated based on the expected cost plus margin.
There are no judgements applied by management that significantly
affect the determination of timing of satisfaction of performance obligations, nor the transaction price and amounts allocated
to different performance obligations.
Tenaris provides services related to goods sold, which represent
a non-material portion of sales revenue and include:
Pipe Management Services. This comprises mainly preparation
of the pipes ready to be run, delivery to the customer, storage services and rig return.
Field Services. Comprises field technical support and
running assistance.
These services are rendered in connection to the sales of goods
and are attached to contracts with customers for the sale of goods. A significant portion of service revenue is recognized in the
same period as the goods sold. There are no distinct uncertainties in the revenues and cash flows of the goods sold and services
rendered as they are included in the same contract, have the same counterparty and are subject to the same conditions.
Revenue from providing services is recognized over time in the accounting
period in which the services are rendered. The following inputs and outputs methods are applied to recognize revenue considering
the nature of service:
Storage services, the Company provides storage services in
owned or third-party warehouses, subject to a variable fee to be invoiced. This fee is determined based on the time that the customer
maintains the material in the warehouse and the amount of the material stored. In the majority of cases, to quantify the amount
to be invoiced in any given month, the monthly average fee of storage per ton is multiplied by the monthly average stock stored
(in tons).
Freights, the Company recognized the revenue on a pro rata
bases considering the units delivered and time elapsed.
Field services, the revenue is recognized considering outputs
method, in particular surveys of service completion provided by the customer.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
R Revenue
recognition (Cont.)
The Company does not expect to have any contracts where the period
between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence,
considering that the contracts do not include any significant financing component, the Company does not adjust any of the transaction
prices for the time value of money. For this reason, the Company is also applying the practical expedient not to disclose details
on transaction prices allocated to the remaining performance obligations as of the end of the reporting period.
Tenaris only provides standard quality warranties assuring that
the goods sold will function as expected or are fit for their intended purpose, with no incremental service to the customer. Accordingly,
warranties do not constitute a separate performance obligation.
Other revenues earned by Tenaris are recognized on the following basis:
|
§
|
Interest income: on the effective yield basis.
|
|
§
|
Dividend income from investments in other companies: when Tenaris’s right to receive payment
is established.
|
|
§
|
Construction contracts revenues is recognized in accordance with the stage of the project completion.
|
S Cost
of sales and other selling expenses
Cost of sales and other selling expenses are recognized in the Consolidated
Income Statement on the accrual basis of accounting.
Commissions, freights and other selling expenses, including shipping
and handling costs, are recorded in Selling, general and administrative expenses in the Consolidated Income Statement.
T Earnings
per share
Earnings per share are calculated by dividing the income attributable
to owners of the parent by the daily weighted average number of common shares outstanding during the year.
There are no dilutive potential ordinary shares.
U Financial
instruments
Non derivative financial instruments comprise investments in financial
debt instruments and equity, time deposits, trade and other receivables, cash and cash equivalents, borrowings and trade and other
payables.
The Company classifies its financial instruments according to the
following measurement categories:
|
·
|
those to be measured subsequently at fair value (either through OCI or through profit or loss),
and
|
|
·
|
those to be measured at amortised cost
|
The classification depends on the Company’s business model
for managing the financial assets and contractual terms of the cash flows.
Financial assets are recognized on their settlement date. Financial
assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and
the Company has transferred substantially all the risks and rewards of ownership.
At initial recognition, the Company measures a financial asset at
its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly
attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit
or loss are expenses in profit or loss.
Subsequent measurement of debt instruments depends on the Company’s
business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into
which the Company classifies its debt instruments:
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
U Financial
instruments (Cont.)
Amortized Cost: Assets that are held for collection of contractual
cash flows where those cash flows represent solely payments of principal and interest. Interest income from these financial assets
is included in finance income using the effective interest rate method.
Exchange gains and losses and impairments related to the financial
assets are immediately recognized in the Consolidated Income Statement.
Fair value through other comprehensive income: Assets that are held
for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely
payments of principal and interest. Interest income from these financial assets is included in finance income using the effective
interest rate method. Unrealized gains or losses are recorded as a fair value adjustment in the Consolidated Statement of Comprehensive
Income and transferred to the Consolidated Income Statement when the financial asset is sold.
Fair value through profit and loss (“FVPL”): Assets
that do not meet the criteria for amortized cost or FVOCI. Changes in fair value of financial instruments at FVPL are immediately
recognized in the Consolidated Income Statement.
For equity instruments, these are subsequently measured at fair
value.
Accounting for derivative financial instruments and hedging activities
is included within the Section III, Financial Risk Management.
V Non-current
assets held for sale and discontinued operations
Non-current assets (or disposal groups) are classified as held for
sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a
sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell,
except for assets such as deferred tax assets, assets arising from employee benefits and financial assets that are carried at fair
value.
An impairment loss is recognized for any initial or subsequent write-down
of the asset (or disposal group) to fair value less costs to sell. A gain is recognized for any subsequent increase in fair value
less costs to sell of an asset (or disposal group), but not in excess of any cumulative impairment loss previously recognized.
Non-current assets (including those that are part of a disposal
group) are not depreciated or amortized while they are classified as held for sale. Interest and other expenses attributable to
the liabilities of a disposal group classified as held for sale continue to be recognized.
Non-current assets classified as held for sale and the assets of
a disposal group classified as held for sale are presented separately from the other assets in the balance sheet. The liabilities
of a disposal group classified as held for sale are presented separately from other liabilities in the balance sheet.
A discontinued operation is a component of the entity that has been
disposed of or is classified as held for sale and that represents a separate line of business or geographical area of operations,
is part of a single coordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively
with a view to resale. The results of discontinued operations are presented separately in the Consolidated Income Statement. See
Note 29.
IV. OTHER NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(In the notes all amounts are shown in thousands of
U.S. dollars, unless otherwise stated)
As mentioned in section II. AP – C, the Segment Information
is disclosed as follows:
Reportable operating segments
(All amounts in millions of U.S. dollars)
Year ended December 31, 2019
|
|
Tubes
|
|
|
Other
|
|
|
Continuing operations
|
|
|
Discontinued operations
|
|
IFRS - Net Sales
|
|
|
6,870
|
|
|
|
424
|
|
|
|
7,294
|
|
|
|
-
|
|
Management view - operating income
|
|
|
857
|
|
|
|
73
|
|
|
|
929
|
|
|
|
-
|
|
Difference in cost of sales
|
|
|
(105
|
)
|
|
|
3
|
|
|
|
(102
|
)
|
|
|
-
|
|
Differences in depreciation and amortization
|
|
|
(1
|
)
|
|
|
(0
|
)
|
|
|
(1
|
)
|
|
|
-
|
|
Differences in selling, general and administrative expenses
|
|
|
(1
|
)
|
|
|
1
|
|
|
|
(0
|
)
|
|
|
-
|
|
Differences in other operating income (expenses), net
|
|
|
6
|
|
|
|
-
|
|
|
|
6
|
|
|
|
-
|
|
IFRS - operating income
|
|
|
755
|
|
|
|
77
|
|
|
|
832
|
|
|
|
-
|
|
Financial income (expense), net
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
-
|
|
Income before equity in earnings of non-consolidated companies and income tax
|
|
|
|
|
|
|
|
|
|
|
852
|
|
|
|
-
|
|
Equity in earnings of non-consolidated companies
|
|
|
|
|
|
|
|
|
|
|
82
|
|
|
|
-
|
|
Income before income tax
|
|
|
|
|
|
|
|
|
|
|
934
|
|
|
|
-
|
|
Capital expenditures
|
|
|
338
|
|
|
|
12
|
|
|
|
350
|
|
|
|
-
|
|
Depreciation and amortization
|
|
|
523
|
|
|
|
17
|
|
|
|
540
|
|
|
|
-
|
|
Year ended December 31, 2018
|
|
Tubes
|
|
|
Other
|
|
|
Continuing operations
|
|
|
Discontinued operations
|
|
IFRS - Net Sales
|
|
|
7,233
|
|
|
|
426
|
|
|
|
7,659
|
|
|
|
-
|
|
Management view - operating income
|
|
|
702
|
|
|
|
81
|
|
|
|
783
|
|
|
|
-
|
|
Difference in cost of sales
|
|
|
112
|
|
|
|
7
|
|
|
|
119
|
|
|
|
-
|
|
Differences in depreciation and amortization
|
|
|
(34
|
)
|
|
|
-
|
|
|
|
(34
|
)
|
|
|
-
|
|
Differences in selling, general and administrative expenses
|
|
|
(2
|
)
|
|
|
6
|
|
|
|
4
|
|
|
|
-
|
|
IFRS - operating income
|
|
|
777
|
|
|
|
95
|
|
|
|
872
|
|
|
|
-
|
|
Financial income (expense), net
|
|
|
|
|
|
|
|
|
|
|
37
|
|
|
|
-
|
|
Income before equity in earnings of non-consolidated companies and income tax
|
|
|
|
|
|
|
|
|
|
|
909
|
|
|
|
-
|
|
Equity in earnings of non-consolidated companies
|
|
|
|
|
|
|
|
|
|
|
194
|
|
|
|
-
|
|
Income before income tax
|
|
|
|
|
|
|
|
|
|
|
1,103
|
|
|
|
-
|
|
Capital expenditures
|
|
|
346
|
|
|
|
3
|
|
|
|
349
|
|
|
|
-
|
|
Depreciation and amortization
|
|
|
645
|
|
|
|
19
|
|
|
|
664
|
|
|
|
-
|
|
Year ended December 31, 2017
|
|
Tubes
|
|
|
Other
|
|
|
Continuing operations
|
|
|
Discontinued operations
|
|
IFRS - Net Sales
|
|
|
4,966
|
|
|
|
323
|
|
|
|
5,289
|
|
|
|
12
|
|
Management view - operating income
|
|
|
115
|
|
|
|
48
|
|
|
|
163
|
|
|
|
3
|
|
Difference in cost of sales
|
|
|
164
|
|
|
|
1
|
|
|
|
165
|
|
|
|
(1
|
)
|
Differences in depreciation and amortization
|
|
|
(3
|
)
|
|
|
-
|
|
|
|
(3
|
)
|
|
|
-
|
|
Differences in selling, general and administrative expenses
|
|
|
14
|
|
|
|
(6
|
)
|
|
|
8
|
|
|
|
-
|
|
Differences in other operating income (expenses), net
|
|
|
2
|
|
|
|
-
|
|
|
|
2
|
|
|
|
-
|
|
IFRS - operating income
|
|
|
292
|
|
|
|
43
|
|
|
|
335
|
|
|
|
2
|
|
Financial income (expense), net
|
|
|
|
|
|
|
|
|
|
|
(23
|
)
|
|
|
-
|
|
Income before equity in earnings of non-consolidated companies and income tax
|
|
|
|
|
|
|
|
|
|
|
312
|
|
|
|
2
|
|
Equity in earnings of non-consolidated companies
|
|
|
|
|
|
|
|
|
|
|
116
|
|
|
|
-
|
|
Income before income tax
|
|
|
|
|
|
|
|
|
|
|
428
|
|
|
|
2
|
|
Capital expenditures
|
|
|
550
|
|
|
|
8
|
|
|
|
558
|
|
|
|
-
|
|
Depreciation and amortization
|
|
|
594
|
|
|
|
15
|
|
|
|
609
|
|
|
|
-
|
|
Transactions between segments, which were eliminated in consolidation,
are mainly related to sales of scrap, energy, surplus raw materials and others from the Other segment to the Tubes segment for
$36, $52 and $53 million in 2019, 2018 and 2017, respectively.
There are no material differences between total reportable segments’
revenues and the entity’s revenue under IFRS.
The main differences between operating income under IFRS view and
the management view are mainly related to the cost of goods sold and other timing differences. See Section II. A. C. Segment Information.
In addition to the amounts reconciled above, the main differences
in net income arise from the impact of functional currencies on financial result, deferred income taxes as well as the result of
investment in non-consolidated companies and changes on the valuation of inventories according to cost estimation internally defined.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
1
|
Segment information (Cont.)
|
Geographical information
(all amounts in thousands of U.S. dollars)
|
|
North America
|
|
|
South America
|
|
|
Europe
|
|
|
Middle East & Africa
|
|
|
Asia Pacific
|
|
|
Unallocated (*)
|
|
|
Total continuing operations
|
|
|
Total discontinued operations
|
|
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
3,429,911
|
|
|
|
1,391,288
|
|
|
|
738,880
|
|
|
|
1,382,172
|
|
|
|
351,804
|
|
|
|
-
|
|
|
|
7,294,055
|
|
|
|
-
|
|
Total assets
|
|
|
7,885,120
|
|
|
|
2,227,044
|
|
|
|
2,282,775
|
|
|
|
958,424
|
|
|
|
609,663
|
|
|
|
879,965
|
|
|
|
14,842,991
|
|
|
|
-
|
|
Trade receivables
|
|
|
612,809
|
|
|
|
176,173
|
|
|
|
149,321
|
|
|
|
319,406
|
|
|
|
90,451
|
|
|
|
-
|
|
|
|
1,348,160
|
|
|
|
-
|
|
Property, plant and equipment, net
|
|
|
3,771,570
|
|
|
|
1,129,260
|
|
|
|
816,721
|
|
|
|
254,858
|
|
|
|
117,608
|
|
|
|
-
|
|
|
|
6,090,017
|
|
|
|
-
|
|
Capital expenditures
|
|
|
169,390
|
|
|
|
113,999
|
|
|
|
55,169
|
|
|
|
4,578
|
|
|
|
7,038
|
|
|
|
-
|
|
|
|
350,174
|
|
|
|
-
|
|
Depreciation and amortization
|
|
|
276,046
|
|
|
|
105,308
|
|
|
|
82,400
|
|
|
|
42,520
|
|
|
|
33,247
|
|
|
|
-
|
|
|
|
539,521
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
3,611,509
|
|
|
|
1,462,044
|
|
|
|
724,733
|
|
|
|
1,559,988
|
|
|
|
300,314
|
|
|
|
-
|
|
|
|
7,658,588
|
|
|
|
-
|
|
Total assets
|
|
|
7,971,311
|
|
|
|
2,489,522
|
|
|
|
1,913,589
|
|
|
|
588,746
|
|
|
|
482,563
|
|
|
|
805,568
|
|
|
|
14,251,299
|
|
|
|
-
|
|
Trade receivables
|
|
|
791,190
|
|
|
|
280,801
|
|
|
|
215,202
|
|
|
|
383,358
|
|
|
|
66,815
|
|
|
|
-
|
|
|
|
1,737,366
|
|
|
|
-
|
|
Property, plant and equipment, net
|
|
|
3,859,060
|
|
|
|
1,133,113
|
|
|
|
848,178
|
|
|
|
94,040
|
|
|
|
129,517
|
|
|
|
-
|
|
|
|
6,063,908
|
|
|
|
-
|
|
Capital expenditures
|
|
|
196,220
|
|
|
|
68,603
|
|
|
|
77,467
|
|
|
|
2,047
|
|
|
|
5,136
|
|
|
|
-
|
|
|
|
349,473
|
|
|
|
-
|
|
Depreciation and amortization
|
|
|
441,705
|
|
|
|
108,558
|
|
|
|
82,769
|
|
|
|
10,389
|
|
|
|
20,936
|
|
|
|
-
|
|
|
|
664,357
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
2,451,357
|
|
|
|
1,142,142
|
|
|
|
545,777
|
|
|
|
937,439
|
|
|
|
211,789
|
|
|
|
-
|
|
|
|
5,288,504
|
|
|
|
11,899
|
|
Total assets
|
|
|
7,925,520
|
|
|
|
2,975,599
|
|
|
|
2,002,658
|
|
|
|
391,029
|
|
|
|
441,546
|
|
|
|
661,866
|
|
|
|
14,398,218
|
|
|
|
-
|
|
Trade receivables
|
|
|
582,204
|
|
|
|
234,877
|
|
|
|
214,944
|
|
|
|
135,524
|
|
|
|
46,511
|
|
|
|
-
|
|
|
|
1,214,060
|
|
|
|
-
|
|
Property, plant and equipment, net
|
|
|
3,914,229
|
|
|
|
1,190,145
|
|
|
|
878,788
|
|
|
|
102,481
|
|
|
|
143,500
|
|
|
|
-
|
|
|
|
6,229,143
|
|
|
|
-
|
|
Capital expenditures
|
|
|
430,142
|
|
|
|
58,949
|
|
|
|
57,285
|
|
|
|
7,562
|
|
|
|
4,153
|
|
|
|
-
|
|
|
|
558,091
|
|
|
|
145
|
|
Depreciation and amortization
|
|
|
354,091
|
|
|
|
126,273
|
|
|
|
93,900
|
|
|
|
12,094
|
|
|
|
22,282
|
|
|
|
-
|
|
|
|
608,640
|
|
|
|
-
|
|
(*) For 2019 and 2018 includes Investments in non-consolidated companies,
for 2017 includes Investments in non-consolidated companies and Other equity investments for $21.6 million. See Note 12 and 33.
There are no revenues from external customers attributable to the
Company’s country of incorporation (Luxembourg). For geographical information purposes, “North America” comprises
Canada, Mexico and the USA (31%); “South America” comprises principally Argentina (12%), Brazil and Colombia; “Europe”
comprises principally Italy, Romania and United Kingdom; “Middle East and Africa” comprises principally Egypt, Kazakhstan,
Nigeria, India and Saudi Arabia and; “Asia Pacific” comprises principally China, Japan, Indonesia and Thailand.
Revenue is mainly recognized at a point in time to direct customers,
when control has been transferred and there is no unfulfilled performance obligation that could affect the acceptance of the product
by the customer. Tenaris’s revenues related to governmental institutions represents approximately 21%, 15% and 17% in 2019,
2018 and 2017 respectively.
Tubes segment revenues by market:
Revenues Tubes (in million US dollar)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Oil and Gas
|
|
|
5,757
|
|
|
|
6,042
|
|
|
|
4,034
|
|
Hydrocarbon Processing and Power Generation
|
|
|
534
|
|
|
|
602
|
|
|
|
484
|
|
Industrial and Other
|
|
|
579
|
|
|
|
589
|
|
|
|
448
|
|
Total
|
|
|
6,870
|
|
|
|
7,233
|
|
|
|
4,966
|
|
At December 2019, 2018 and 2017, the Company recognized contract
liabilities related to customer advances in the amount of $82.7, $62.7 and $56.7 million, respectively. These amounts related to
years 2018 and 2017 were reclassified to revenues during the subsequent year. In these periods, no significant adjustment in revenues
were performed related to performance obligations previously satisfied.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
|
Year ended December 31,
|
|
(all amounts in thousands of U.S. dollars)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Inventories at the beginning of the year
|
|
|
2,524,341
|
|
|
|
2,368,304
|
|
|
|
1,563,889
|
|
Increase in inventory due to business combinations
|
|
|
52,966
|
|
|
|
-
|
|
|
|
-
|
|
Plus: Charges of the year
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw materials, energy, consumables and other
|
|
|
2,709,629
|
|
|
|
3,400,396
|
|
|
|
2,794,503
|
|
Services and fees
|
|
|
222,415
|
|
|
|
275,130
|
|
|
|
244,035
|
|
Labor cost
|
|
|
870,261
|
|
|
|
855,040
|
|
|
|
778,408
|
|
Depreciation of property, plant and equipment
|
|
|
428,791
|
|
|
|
432,497
|
|
|
|
383,490
|
|
Amortization of intangible assets
|
|
|
5,948
|
|
|
|
8,220
|
|
|
|
18,621
|
|
Depreciation of right-of-use assets
|
|
|
28,727
|
|
|
|
-
|
|
|
|
-
|
|
Maintenance expenses
|
|
|
284,758
|
|
|
|
185,782
|
|
|
|
183,370
|
|
Allowance for obsolescence
|
|
|
29,138
|
|
|
|
25,457
|
|
|
|
(12,917
|
)
|
Taxes
|
|
|
100,738
|
|
|
|
133,308
|
|
|
|
18,542
|
|
Other
|
|
|
115,663
|
|
|
|
119,507
|
|
|
|
88,823
|
|
|
|
|
4,849,034
|
|
|
|
5,435,337
|
|
|
|
4,496,875
|
|
Less: Inventories at the end of the year
|
|
|
(2,265,880
|
)
|
|
|
(2,524,341
|
)
|
|
|
(2,368,304
|
)
|
From discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
(7,403
|
)
|
|
|
|
5,107,495
|
|
|
|
5,279,300
|
|
|
|
3,685,057
|
|
|
3
|
Selling, general and administrative expenses
|
|
|
Year ended December 31,
|
|
(all amounts in thousands of U.S. dollars)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Services and fees
|
|
|
153,773
|
|
|
|
128,090
|
|
|
|
132,301
|
|
Labor cost
|
|
|
481,854
|
|
|
|
470,928
|
|
|
|
443,338
|
|
Depreciation of property, plant and equipment
|
|
|
18,524
|
|
|
|
16,968
|
|
|
|
17,979
|
|
Amortization of intangible assets
|
|
|
41,967
|
|
|
|
206,672
|
|
|
|
188,550
|
|
Depreciation of right-of-use assets
|
|
|
15,564
|
|
|
|
-
|
|
|
|
-
|
|
Commissions, freight and other selling expenses
|
|
|
441,442
|
|
|
|
491,555
|
|
|
|
339,759
|
|
Provisions for contingencies
|
|
|
28,565
|
|
|
|
23,498
|
|
|
|
17,664
|
|
Allowances for doubtful accounts
|
|
|
(16,256
|
)
|
|
|
1,751
|
|
|
|
(5,421
|
)
|
Taxes
|
|
|
110,876
|
|
|
|
71,110
|
|
|
|
56,826
|
|
Other
|
|
|
89,665
|
|
|
|
99,404
|
|
|
|
81,061
|
|
|
|
|
1,365,974
|
|
|
|
1,509,976
|
|
|
|
1,272,057
|
|
From discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,041
|
)
|
|
|
|
1,365,974
|
|
|
|
1,509,976
|
|
|
|
1,270,016
|
|
|
4
|
Labor costs (included in Cost of sales and in Selling, general and administrative expenses)
|
|
|
Year ended December 31,
|
|
(all amounts in thousands of U.S. dollars)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Wages, salaries and social security costs
|
|
|
1,274,474
|
|
|
|
1,250,783
|
|
|
|
1,144,341
|
|
Severance indemnities
|
|
|
24,637
|
|
|
|
25,225
|
|
|
|
34,497
|
|
Defined contribution plans
|
|
|
12,663
|
|
|
|
13,217
|
|
|
|
12,401
|
|
Pension benefits - defined benefit plans
|
|
|
18,207
|
|
|
|
15,390
|
|
|
|
15,066
|
|
Employee retention and long term incentive program
|
|
|
22,134
|
|
|
|
21,353
|
|
|
|
15,441
|
|
|
|
|
1,352,115
|
|
|
|
1,325,968
|
|
|
|
1,221,746
|
|
From discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
(853
|
)
|
|
|
|
1,352,115
|
|
|
|
1,325,968
|
|
|
|
1,220,893
|
|
The following table shows the geographical distribution of the employees:
Country
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Argentina
|
|
|
5,405
|
|
|
|
5,427
|
|
|
|
5,221
|
|
Mexico
|
|
|
5,370
|
|
|
|
5,595
|
|
|
|
5,139
|
|
USA
|
|
|
2,255
|
|
|
|
2,382
|
|
|
|
1,953
|
|
Italy
|
|
|
2,144
|
|
|
|
2,155
|
|
|
|
2,088
|
|
Romania
|
|
|
1,815
|
|
|
|
1,852
|
|
|
|
1,870
|
|
Brazil
|
|
|
1,360
|
|
|
|
1,287
|
|
|
|
1,382
|
|
Colombia
|
|
|
1,040
|
|
|
|
1,082
|
|
|
|
1,003
|
|
Canada
|
|
|
772
|
|
|
|
1,030
|
|
|
|
919
|
|
Indonesia
|
|
|
616
|
|
|
|
554
|
|
|
|
506
|
|
Japan
|
|
|
400
|
|
|
|
399
|
|
|
|
410
|
|
Other
|
|
|
2,023
|
|
|
|
1,204
|
|
|
|
1,114
|
|
|
|
|
23,200
|
|
|
|
22,967
|
|
|
|
21,605
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
5
|
Other operating income and expenses
|
|
|
Year ended December 31,
|
|
(all amounts in thousands of U.S. dollars)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
Other operating income
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income from other sales
|
|
|
8,651
|
|
|
|
3,604
|
|
|
|
4,395
|
|
Net rents
|
|
|
5,089
|
|
|
|
4,909
|
|
|
|
4,325
|
|
Other
|
|
|
8,025
|
|
|
|
6,546
|
|
|
|
1,796
|
|
Recovery on allowance for doubtful receivables
|
|
|
1,239
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
23,004
|
|
|
|
15,059
|
|
|
|
10,516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions to welfare projects and non-profits organizations
|
|
|
11,199
|
|
|
|
11,379
|
|
|
|
9,158
|
|
Loss on fixed assets and material supplies disposed / scrapped
|
|
|
-
|
|
|
|
-
|
|
|
|
118
|
|
Allowance for doubtful receivables
|
|
|
-
|
|
|
|
1,179
|
|
|
|
84
|
|
|
|
|
11,199
|
|
|
|
12,558
|
|
|
|
9,360
|
|
From discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
(1
|
)
|
|
|
|
11,199
|
|
|
|
12,558
|
|
|
|
9,359
|
|
(all amounts in thousands of U.S. dollars)
|
|
Year ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income
|
|
|
48,061
|
|
|
|
42,244
|
|
|
|
51,525
|
|
Net result on changes in FV of financial assets at FVPL
|
|
|
(64
|
)
|
|
|
(2,388
|
)
|
|
|
(3,920
|
)
|
Finance income (*)
|
|
|
47,997
|
|
|
|
39,856
|
|
|
|
47,605
|
|
Finance cost
|
|
|
(43,381
|
)
|
|
|
(36,942
|
)
|
|
|
(27,072
|
)
|
Net foreign exchange transactions results (**)
|
|
|
27,868
|
|
|
|
28,845
|
|
|
|
(48,955
|
)
|
Foreign exchange derivatives contracts results (***)
|
|
|
(11,616
|
)
|
|
|
6,576
|
|
|
|
(8,996
|
)
|
Other
|
|
|
(1,585
|
)
|
|
|
(1,035
|
)
|
|
|
14,392
|
|
Other financial results
|
|
|
14,667
|
|
|
|
34,386
|
|
|
|
(43,559
|
)
|
Net financial results
|
|
|
19,283
|
|
|
|
37,300
|
|
|
|
(23,026
|
)
|
From discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
9
|
|
|
|
|
19,283
|
|
|
|
37,300
|
|
|
|
(23,017
|
)
|
(*) Finance Income:
In 2019 and 2018 includes $7.6 and $3.6 million of interest related to instruments carried
at FVPL, respectively.
(**) Net foreign exchange transactions results:
In 2019 mainly includes the result from the Argentine peso depreciation against the U.S.
dollar on Peso denominated financial, trade, social and fiscal payables and receivables at Argentine subsidiaries with functional
currency U.S. dollar.
In 2018 mainly includes the result from
the Argentine peso depreciation against the U.S. dollar on Peso denominated financial, trade, social and fiscal payables and receivables
at Argentine subsidiaries with functional currency U.S. dollar, together with the positive impact from Euro depreciation against
the U.S. dollar on Euro denominated intercompany liabilities in subsidiaries with functional currency U.S. Dollar, largely offset
by an increase in currency translation adjustment reserve from our Italian subsidiary.
In 2017 mainly includes the negative impact
from Euro appreciation against the U.S. dollar on Euro denominated intercompany liabilities in subsidiaries with functional currency
U.S. Dollar, largely offset by an increase in currency translation adjustment reserve from our Italian subsidiary.
(***) Foreign exchange derivatives contracts results:
In 2019 includes mainly losses on derivatives covering net payables
in Argentine peso and in Euros and net receivables in Canadian dollar.
In 2018 includes mainly gain on derivatives covering net receivables
in Canadian dollar.
In 2017 includes mainly losses on derivatives covering net receivables
in Brazilian real and Canadian dollar and net payables in Argentine peso, partially offset by gains on derivatives covering net
payables in Euro.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
|
Year ended December 31,
|
|
(all amounts in thousands of U.S. dollars)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Current tax
|
|
|
299,692
|
|
|
|
343,104
|
|
|
|
184,016
|
|
Deferred tax
|
|
|
(97,240
|
)
|
|
|
(113,897
|
)
|
|
|
(100,432
|
)
|
|
|
|
202,452
|
|
|
|
229,207
|
|
|
|
83,584
|
|
From discontinued operations
|
|
|
-
|
|
|
|
-
|
|
|
|
(100,720
|
)
|
|
|
|
202,452
|
|
|
|
229,207
|
|
|
|
(17,136
|
)
|
The tax on Tenaris’s income before tax differs from the theoretical amount that
would arise using the tax rate in each country as follows:
|
|
Year ended December 31,
|
|
(all amounts in thousands of U.S. dollars)
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
|
Income before income tax
|
|
|
933,710
|
|
|
|
1,103,107
|
|
|
|
427,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax calculated at the tax rate in each country
|
|
|
186,752
|
|
|
|
207,422
|
|
|
|
6,456
|
|
Effect of currency translation on tax base
|
|
|
53,296
|
|
|
|
77,552
|
|
|
|
(922
|
)
|
Changes in the tax rates
|
|
|
(13
|
)
|
|
|
1,824
|
|
|
|
(62,968
|
)
|
Utilization of previously unrecognized tax losses
|
|
|
(547
|
)
|
|
|
-
|
|
|
|
-
|
|
Tax revaluation, withholding tax and others
|
|
|
(37,036
|
)
|
|
|
(57,591
|
)
|
|
|
40,298
|
|
Tax charge
|
|
|
202,452
|
|
|
|
229,207
|
|
|
|
(17,136
|
)
|
Effect of currency translation on tax base, Tenaris applies
the liability method to recognize deferred income tax on temporary differences between the tax bases of assets/liabilities and
their carrying amounts in the financial statements. By application of this method, Tenaris recognizes gains and losses on deferred
income tax due to the effect of the change in the value on the tax basis in subsidiaries (mainly Argentina and Mexico), which have
a functional currency different than their local currency. These gains and losses are required by IFRS even though the revalued
/ devalued tax bases of the relevant assets will not result in any deduction / obligation for tax purposes in future periods.
Tax revaluation, withholding tax and others, mainly includes
a net tax income of $66 and $65 million for 2019 and 2018 respectively related to the tax revaluation regime in Argentina and Mexico;
it also includes a charge of $34 and $26 million for 2019 and 2018 respectively related to withholding taxes for intra group international
operations.
Changes in the tax rates, in 2017 it includes mainly the
effect of the changes in tax rate in Argentine and US subsidiaries for approximately $46 million and $15 million respectively.
On October 30,
2019, the Company’s Board of Directors approved the payment of an interim dividend of $0.13 per share ($0.26 per ADS), or
approximately $153 million, paid on November 20, 2019, with an ex-dividend date of November 18, 2019.
On May 6, 2019, the Company’s Shareholders approved an
annual dividend in the amount of $0.41 per share ($0.82 per ADS). The amount approved included the interim dividend previously
paid on November 21, 2018 in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.28 per share ($0.56 per
ADS), was paid on May 22, 2019. In the aggregate, the interim dividend paid in November 2018 and the balance paid in May 2019 amounted
to approximately $484 million.
On May 2, 2018, the Company’s Shareholders approved an annual
dividend in the amount of $0.41 per share ($0.82 per ADS). The amount approved included the interim dividend previously paid on
November 22, 2017 in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.28 per share ($0.56 per ADS),
was paid on May 23, 2018. In the aggregate, the interim dividend paid in November 2017 and the balance paid in May 2018 amounted
to approximately $484 million.
On May 3, 2017, the Company’s Shareholders approved an annual
dividend in the amount of $0.41 per share ($0.82 per ADS). The amount approved included the interim dividend previously paid on
November 23, 2016 in the amount of $0.13 per share ($0.26 per ADS). The balance, amounting to $0.28 per share ($0.56 per ADS),
was paid on May 24, 2017. In the aggregate, the interim dividend paid in November 2016 and the balance paid in May 2017 amounted
to approximately $484 million.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
9
|
Property, plant and equipment, net
|
Year ended December 31, 2019
|
|
Land and
civil
buildings
|
|
Industrial
buildings,
plant and
production
equipment
|
|
Vehicles,
furniture
and
fixtures
|
|
Work in
progress
|
|
Spare
parts and
equipment
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Values at the beginning of the year
|
|
|
732,578
|
|
|
|
12,121,569
|
|
|
|
377,260
|
|
|
|
127,378
|
|
|
|
63,197
|
|
|
|
13,421,982
|
|
Translation differences
|
|
|
(1,611
|
)
|
|
|
(38,961
|
)
|
|
|
(1,615
|
)
|
|
|
(864
|
)
|
|
|
(256
|
)
|
|
|
(43,307
|
)
|
Increase due to business combinations (*)
|
|
|
59,468
|
|
|
|
115,908
|
|
|
|
1,733
|
|
|
|
1,630
|
|
|
|
-
|
|
|
|
178,739
|
|
Additions
|
|
|
16
|
|
|
|
1,178
|
|
|
|
1,107
|
|
|
|
299,412
|
|
|
|
12,202
|
|
|
|
313,915
|
|
Disposals / Consumptions
|
|
|
(35
|
)
|
|
|
(27,153
|
)
|
|
|
(7,110
|
)
|
|
|
(2,120
|
)
|
|
|
(2,557
|
)
|
|
|
(38,975
|
)
|
Transfers / Reclassifications
|
|
|
8,723
|
|
|
|
296,272
|
|
|
|
28,349
|
|
|
|
(317,128
|
)
|
|
|
(11,984
|
)
|
|
|
4,232
|
|
Values at the end of the year
|
|
|
799,139
|
|
|
|
12,468,813
|
|
|
|
399,724
|
|
|
|
108,308
|
|
|
|
60,602
|
|
|
|
13,836,586
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated at the beginning of the year
|
|
|
110,914
|
|
|
|
6,936,900
|
|
|
|
310,260
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,358,074
|
|
Translation differences
|
|
|
(420
|
)
|
|
|
(24,973
|
)
|
|
|
(1,485
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(26,878
|
)
|
Depreciation charge
|
|
|
11,409
|
|
|
|
415,826
|
|
|
|
20,080
|
|
|
|
-
|
|
|
|
-
|
|
|
|
447,315
|
|
Transfers / Reclassifications
|
|
|
(362
|
)
|
|
|
(38
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(400
|
)
|
Disposals / Consumptions
|
|
|
(73
|
)
|
|
|
(25,580
|
)
|
|
|
(5,889
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(31,542
|
)
|
Accumulated at the end of the year
|
|
|
121,468
|
|
|
|
7,302,135
|
|
|
|
322,966
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,746,569
|
|
At December 31, 2019
|
|
|
677,671
|
|
|
|
5,166,678
|
|
|
|
76,758
|
|
|
|
108,308
|
|
|
|
60,602
|
|
|
|
6,090,017
|
|
(*) Related to SSP acquisition. See Note 27.
Year ended December 31, 2018
|
|
Land and
civil
buildings
|
|
Industrial
buildings,
plant and
production
equipment
|
|
Vehicles,
furniture
and
fixtures
|
|
Work in
progress
|
|
Spare
parts and
equipment
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Values at the beginning of the year
|
|
|
712,061
|
|
|
|
11,954,585
|
|
|
|
370,542
|
|
|
|
167,079
|
|
|
|
42,413
|
|
|
|
13,246,680
|
|
Translation differences
|
|
|
(5,628
|
)
|
|
|
(117,977
|
)
|
|
|
(5,458
|
)
|
|
|
(2,269
|
)
|
|
|
(424
|
)
|
|
|
(131,756
|
)
|
Additions
|
|
|
723
|
|
|
|
681
|
|
|
|
1,245
|
|
|
|
294,163
|
|
|
|
20,756
|
|
|
|
317,568
|
|
Disposals / Consumptions
|
|
|
(221
|
)
|
|
|
(21,836
|
)
|
|
|
(10,269
|
)
|
|
|
(42
|
)
|
|
|
(3,541
|
)
|
|
|
(35,909
|
)
|
Transfers / Reclassifications
|
|
|
25,643
|
|
|
|
306,116
|
|
|
|
21,200
|
|
|
|
(331,553
|
)
|
|
|
3,993
|
|
|
|
25,399
|
|
Values at the end of the year
|
|
|
732,578
|
|
|
|
12,121,569
|
|
|
|
377,260
|
|
|
|
127,378
|
|
|
|
63,197
|
|
|
|
13,421,982
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated at the beginning of the year
|
|
|
101,197
|
|
|
|
6,612,871
|
|
|
|
303,469
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,017,537
|
|
Translation differences
|
|
|
(1,383
|
)
|
|
|
(72,141
|
)
|
|
|
(4,939
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(78,463
|
)
|
Depreciation charge
|
|
|
11,153
|
|
|
|
417,229
|
|
|
|
21,083
|
|
|
|
-
|
|
|
|
-
|
|
|
|
449,465
|
|
Transfers / Reclassifications
|
|
|
-
|
|
|
|
173
|
|
|
|
(671
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(498
|
)
|
Disposals / Consumptions
|
|
|
(53
|
)
|
|
|
(21,232
|
)
|
|
|
(8,682
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(29,967
|
)
|
Accumulated at the end of the year
|
|
|
110,914
|
|
|
|
6,936,900
|
|
|
|
310,260
|
|
|
|
-
|
|
|
|
-
|
|
|
|
7,358,074
|
|
At December 31, 2018
|
|
|
621,664
|
|
|
|
5,184,669
|
|
|
|
67,000
|
|
|
|
127,378
|
|
|
|
63,197
|
|
|
|
6,063,908
|
|
Property, plant and equipment include capitalized interests for
net amounts at December 31, 2019 and 2018 of $35.4 million and $37.4 million, respectively. There were no interest capitalized
during 2019 and 2018.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
10
|
Intangible assets, net
|
Year ended December 31, 2019
|
|
Information
system projects
|
|
Licenses,
patents and
trademarks (*)
|
|
Goodwill
|
|
Customer
relationships
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Values at the beginning of the year
|
|
|
580,622
|
|
|
|
464,571
|
|
|
|
2,085,936
|
|
|
|
2,058,859
|
|
|
|
5,189,988
|
|
Translation differences
|
|
|
(1,917
|
)
|
|
|
(70
|
)
|
|
|
(968
|
)
|
|
|
-
|
|
|
|
(2,955
|
)
|
Increase due to business combinations (**)
|
|
|
405
|
|
|
|
-
|
|
|
|
32,869
|
|
|
|
81,192
|
|
|
|
114,466
|
|
Additions
|
|
|
35,487
|
|
|
|
772
|
|
|
|
-
|
|
|
|
-
|
|
|
|
36,259
|
|
Transfers / Reclassifications
|
|
|
(4,665
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,665
|
)
|
Disposals
|
|
|
(5,062
|
)
|
|
|
(1,531
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(6,593
|
)
|
Values at the end of the year
|
|
|
604,870
|
|
|
|
463,742
|
|
|
|
2,117,837
|
|
|
|
2,140,051
|
|
|
|
5,326,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated at the beginning of the year
|
|
|
513,984
|
|
|
|
373,466
|
|
|
|
797,592
|
|
|
|
2,038,981
|
|
|
|
3,724,023
|
|
Translation differences
|
|
|
(1,734
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,734
|
)
|
Amortization charge
|
|
|
28,937
|
|
|
|
719
|
|
|
|
-
|
|
|
|
18,259
|
|
|
|
47,915
|
|
Disposals
|
|
|
(4,850
|
)
|
|
|
(413
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,263
|
)
|
Accumulated at the end of the year
|
|
|
536,337
|
|
|
|
373,772
|
|
|
|
797,592
|
|
|
|
2,057,240
|
|
|
|
3,764,941
|
|
At December 31, 2019
|
|
|
68,533
|
|
|
|
89,970
|
|
|
|
1,320,245
|
|
|
|
82,811
|
|
|
|
1,561,559
|
|
Year ended December 31, 2018
|
|
Information
system projects
|
|
Licenses,
patents and
trademarks (*)
|
|
Goodwill
|
|
Customer
relationships
|
|
Total
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Values at the beginning of the year
|
|
|
560,692
|
|
|
|
465,963
|
|
|
|
2,090,073
|
|
|
|
2,058,859
|
|
|
|
5,175,587
|
|
Translation differences
|
|
|
(6,153
|
)
|
|
|
(183
|
)
|
|
|
(4,137
|
)
|
|
|
-
|
|
|
|
(10,473
|
)
|
Additions
|
|
|
31,632
|
|
|
|
273
|
|
|
|
-
|
|
|
|
-
|
|
|
|
31,905
|
|
Transfers / Reclassifications
|
|
|
(5,493
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,493
|
)
|
Disposals
|
|
|
(56
|
)
|
|
|
(1,482
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,538
|
)
|
Values at the end of the year
|
|
|
580,622
|
|
|
|
464,571
|
|
|
|
2,085,936
|
|
|
|
2,058,859
|
|
|
|
5,189,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated at the beginning of the year
|
|
|
478,946
|
|
|
|
372,746
|
|
|
|
797,592
|
|
|
|
1,865,444
|
|
|
|
3,514,728
|
|
Translation differences
|
|
|
(5,551
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,551
|
)
|
Amortization charge
|
|
|
40,635
|
|
|
|
720
|
|
|
|
-
|
|
|
|
173,537
|
|
|
|
214,892
|
|
Disposals
|
|
|
(46
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(46
|
)
|
Accumulated at the end of the year
|
|
|
513,984
|
|
|
|
373,466
|
|
|
|
797,592
|
|
|
|
2,038,981
|
|
|
|
3,724,023
|
|
At December 31, 2018
|
|
|
66,638
|
|
|
|
91,105
|
|
|
|
1,288,344
|
|
|
|
19,878
|
|
|
|
1,465,965
|
|
(*) Includes Proprietary Technology.
(**) Related to SSP acquisition.
The geographical allocation of goodwill for the year ended December
31, 2019 was $1,168.4 million for North America, $116.2 million for South America, $1.9 million for Europe and $33.7 million for
Middle East & Africa.
The carrying amount of goodwill allocated by CGU, as of December
31, 2019, was as follows:
(All amounts in million US dollar)
|
|
|
|
|
|
|
|
|
As of December 31, 2019
|
|
Tubes Segment
|
|
Other Segment
|
|
|
CGU
|
|
Maverick
Acquisition
|
|
Hydril
Acquisition
|
|
Other
|
|
Maverick
Acquisition
|
|
Total
|
OCTG (USA)
|
|
|
225
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
225
|
|
Tamsa (Hydril and other)
|
|
|
-
|
|
|
|
346
|
|
|
|
19
|
|
|
|
-
|
|
|
|
365
|
|
Siderca (Hydril and other)
|
|
|
-
|
|
|
|
265
|
|
|
|
93
|
|
|
|
-
|
|
|
|
358
|
|
Hydril
|
|
|
-
|
|
|
|
309
|
|
|
|
-
|
|
|
|
-
|
|
|
|
309
|
|
Confab
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Coiled Tubing
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4
|
|
|
|
4
|
|
Other
|
|
|
-
|
|
|
|
-
|
|
|
|
59
|
|
|
|
-
|
|
|
|
59
|
|
Total
|
|
|
225
|
|
|
|
920
|
|
|
|
171
|
|
|
|
4
|
|
|
|
1,320
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
11
|
Right-of-use assets, net and lease liabilities
|
Right of use assets evolution
Year ended December 31, 2019
|
|
Land and Civil
Buildings
|
|
Industrial
Buildings, Plant
and Production
Equipment
|
|
Vehicles, furniture
and fixtures
|
|
Total
|
Cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Opening net book amount
|
|
|
27,713
|
|
|
|
202,352
|
|
|
|
8,335
|
|
|
|
238,400
|
|
Increase due to business combinations
|
|
|
229
|
|
|
|
2,038
|
|
|
|
-
|
|
|
|
2,267
|
|
Currency translation adjustment
|
|
|
(88
|
)
|
|
|
6
|
|
|
|
8
|
|
|
|
(74
|
)
|
Additions
|
|
|
9,292
|
|
|
|
24,985
|
|
|
|
7,165
|
|
|
|
41,442
|
|
Disposals
|
|
|
(1,009
|
)
|
|
|
(4,488
|
)
|
|
|
(818
|
)
|
|
|
(6,315
|
)
|
Transfers
|
|
|
-
|
|
|
|
496
|
|
|
|
(496
|
)
|
|
|
-
|
|
At December 31, 2019
|
|
|
36,137
|
|
|
|
225,389
|
|
|
|
14,194
|
|
|
|
275,720
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated at the beginning of the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Translation differences
|
|
|
(3
|
)
|
|
|
3
|
|
|
|
8
|
|
|
|
8
|
|
Depreciation charge
|
|
|
8,514
|
|
|
|
31,869
|
|
|
|
3,908
|
|
|
|
44,291
|
|
Transfers / Reclassifications
|
|
|
-
|
|
|
|
(62
|
)
|
|
|
62
|
|
|
|
-
|
|
Disposals / Consumptions
|
|
|
(181
|
)
|
|
|
(1,229
|
)
|
|
|
(295
|
)
|
|
|
(1,705
|
)
|
Accumulated at the end of the year
|
|
|
8,330
|
|
|
|
30,581
|
|
|
|
3,683
|
|
|
|
42,594
|
|
At December 31, 2019
|
|
|
27,807
|
|
|
|
194,808
|
|
|
|
10,511
|
|
|
|
233,126
|
|
Depreciation of right-of-use assets was mainly included in Tubes
segment.
The initial cost of right-of-use assets consists of the initial
lease liability plus lease payments made in 2018 of approximately $4 million.
Lease liability evolution
(all amounts in thousands of U.S. dollars)
|
|
2019
|
Year ended December 31, 2019
|
|
|
|
|
Opening net book amount
|
|
|
234,149
|
|
Increase due to business combinations
|
|
|
2,267
|
|
Translation differences
|
|
|
2,690
|
|
Additions
|
|
|
36,957
|
|
Cancellations
|
|
|
(4,688
|
)
|
Repayments
|
|
|
(43,974
|
)
|
Interest accrued
|
|
|
2,766
|
|
At December 31, 2019
|
|
|
230,167
|
|
(*) The weighted average lessee’s incremental borrowing rate applied to
the lease liabilities on January 1, 2019 was 2.4%.
The amount of remaining payments with maturity less than 1 year,
between 2 and 5 years and more than 5 years is approximately 16%, 44% and 40% of the total remaining payments, respectively.
Expense relating to short-term leases and low value leases (included
in cost of sales and selling, general and administrative expenses) in the period amounted to $15.1 million and $1.3 million
respectively.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
12
|
Investments in non-consolidated companies
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
At the beginning of the year
|
|
|
805,568
|
|
|
|
640,294
|
|
Translation differences
|
|
|
(10,781
|
)
|
|
|
1,848
|
|
Equity in earnings of non-consolidated companies
|
|
|
82,036
|
|
|
|
193,994
|
|
Increase due to business combinations
|
|
|
20,635
|
|
|
|
-
|
|
Dividends and distributions received (*)
|
|
|
(28,037
|
)
|
|
|
(26,581
|
)
|
Additions
|
|
|
19,610
|
|
|
|
-
|
|
Decrease / increase in equity reserves and others
|
|
|
(9,066
|
)
|
|
|
(3,987
|
)
|
At the end of the year
|
|
|
879,965
|
|
|
|
805,568
|
|
(*) Related to Ternium and Usiminas. During 2019, $29.0 million were collected.
The principal non-consolidated companies are:
|
|
|
|
% ownership at December 31,
|
|
Value at December 31,
|
Company
|
|
Country of incorporation
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
a) Ternium (*)
|
|
|
Luxembourg
|
|
|
|
11.46
|
%
|
|
|
11.46
|
%
|
|
|
751,105
|
|
|
|
725,548
|
|
b) Usiminas (**)
|
|
|
Brazil
|
|
|
|
3.07
|
%
|
|
|
3.07
|
%
|
|
|
74,593
|
|
|
|
72,988
|
|
Others
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54,267
|
|
|
|
7,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
879,965
|
|
|
|
805,568
|
|
(*) Including treasury shares.
(**) At December 31, 2019 and 2018 the voting rights were 5.2%.
a) Ternium
Ternium, is a steel producer with production facilities in Mexico,
Argentina, Brazil, Colombia, United States and Guatemala and is one of Tenaris’s main suppliers of round steel bars and flat
steel products for its pipes business.
At December 31, 2019, the closing price of Ternium’s ADSs
as quoted on the New York Stock Exchange was $22 per ADS, giving Tenaris’s ownership stake a market value of approximately
$505.4 million. At December 31, 2019, the carrying value of Tenaris’s ownership stake in Ternium, based on Ternium’s
IFRS Financial Statements, was approximately $751.1 million.
As of December 31, 2019 the Company concluded that the
carrying amount does not exceed the recoverable value of the investment.
Summarized selected financial information of Ternium, including
the aggregated amounts of assets, liabilities, revenues and profit or loss is as follows:
|
|
Ternium
|
|
|
2019
|
|
2018
|
Non-current assets
|
|
|
8,757,320
|
|
|
|
8,121,824
|
|
Current assets
|
|
|
4,178,213
|
|
|
|
4,426,038
|
|
Total assets
|
|
|
12,935,533
|
|
|
|
12,547,862
|
|
Non-current liabilities
|
|
|
3,452,535
|
|
|
|
3,236,756
|
|
Current liabilities
|
|
|
1,768,125
|
|
|
|
1,826,530
|
|
Total liabilities
|
|
|
5,220,660
|
|
|
|
5,063,286
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
1,103,208
|
|
|
|
1,091,321
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
10,192,818
|
|
|
|
11,454,807
|
|
Gross profit
|
|
|
1,740,378
|
|
|
|
2,971,479
|
|
Net income for the year attributable to owners of the parent
|
|
|
564,269
|
|
|
|
1,506,647
|
|
Total comprehensive income for the year, net of tax, attributable to owners of the parent
|
|
|
445,473
|
|
|
|
1,176,964
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
12
|
Investments in non-consolidated companies (Cont.)
|
b) Usiminas
Usiminas is a Brazilian producer of high quality flat steel products
used in the energy, automotive and other industries.
As of December 31, 2019, the closing price of the Usiminas’
ordinary and preferred shares, as quoted on the B3 - Brasil Bolsa Balcão S.A, was BRL9.83 ($2.44) and BRL9.51 ($2.36), respectively,
giving Tenaris’s ownership stake a market value of approximately $92 million. As of that date, the carrying value of Tenaris’s
ownership stake in Usiminas was approximately $74.6 million.
Summarized selected financial information of Usiminas, including the aggregated amounts
of assets, liabilities, revenues and profit or loss is as follows:
|
|
Usiminas
|
|
|
2019
|
|
2018
|
Non-current assets
|
|
|
4,335,662
|
|
|
|
4,696,896
|
|
Current assets
|
|
|
2,198,449
|
|
|
|
2,148,322
|
|
Total assets
|
|
|
6,534,111
|
|
|
|
6,845,218
|
|
Non-current liabilities
|
|
|
1,955,395
|
|
|
|
1,933,207
|
|
Current liabilities
|
|
|
716,930
|
|
|
|
860,862
|
|
Total liabilities
|
|
|
2,672,325
|
|
|
|
2,794,069
|
|
|
|
|
|
|
|
|
|
|
Non-controlling interests
|
|
|
377,667
|
|
|
|
369,333
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
3,790,206
|
|
|
|
3,766,241
|
|
Gross profit
|
|
|
478,141
|
|
|
|
612,156
|
|
Net income for the year attributable to owners of the parent
|
|
|
52,779
|
|
|
|
194,381
|
|
c) Techgen
Techgen is a Mexican company that operates a natural gas-fired combined
cycle electric power plant in the Pesquería area of the State of Nuevo León, Mexico. The company started producing
energy on December 1, 2016, with a power capacity of 900 megawatts. As of December 31, 2019, Tenaris held 22% of Techgen’s
share capital, and its affiliates, Ternium and Tecpetrol International S.A. (a wholly-owned subsidiary of San Faustin S.A., the
controlling shareholder of both Tenaris and Ternium), held 48% and 30% respectively.
Techgen is a party to transportation capacity agreements for a purchasing
capacity of 150,000 MMBtu/Gas per day starting on August 1, 2016 and ending on July 31, 2036, and a party to a contract for the
purchase of power generation equipment and other services related to the equipment. As of December 31, 2019, Tenaris’s exposure
under these agreements amounted to $51.9 million and $0.9 million respectively. Furthermore, during 2018, Techgen entered a contract
for the purchase of clean energy certificates. As of December 31, 2019 Tenaris’s exposure under this agreement amounted to
$18.2 million.
During 2019, Techgen repaid certain subordinated loans to Techgen’s
sponsors; the part corresponding to Tenaris amounted to $40.5 million. As of December 31, 2019, the aggregate outstanding principal
amount under these subordinated loans was $58.1 million.
On February 13, 2019, Techgen entered into a $640 million syndicated
loan agreement with several banks to refinance an existing loan, resulting in the release of certain corporate guarantee issued
by Techgen’s shareholders to secure the replaced facility.
Techgen’s obligations under the current facility, which is
“non-recourse” on the sponsors, are guaranteed by a Mexican security trust covering Techgen’s shares, assets
and accounts as well as Techgen’s affiliates rights under certain contracts. In addition, Techgen’s collection and
payment accounts not subject to the trust have been pledged in favor of the lenders under the new loan agreement, and certain direct
agreements –customary for these type of transactions– have been entered into with third parties and affiliates, including
in connection with the agreements for the sale of energy produced by the project and the agreements for the provision of gas and
long-term maintenance services to Techgen. The commercial terms and conditions governing the purchase, by the Company’s Mexican
subsidiary Tamsa, of 22% of the energy generated by the project remain unchanged.
Under the loan agreement, Techgen
is committed to maintain a debt service reserve account covering debt service becoming due during two consecutive quarters; such
account is funded by stand-by letters of credit issued for the account of Techgen’s sponsors in proportion to their respective
participations in Techgen. Accordingly, the Company and its Swiss subsidiary, Tenaris Investments Switzerland AG, applied for stand-by
letters of credit covering 22% of the debt service coverage ratio, which as of the date hereof amounts to $9.8 million.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
13
|
Receivables – non current
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Employee advances and loans
|
|
|
6,008
|
|
|
|
3,740
|
|
Tax credits
|
|
|
20,065
|
|
|
|
16,025
|
|
Receivables from related parties
|
|
|
59,999
|
|
|
|
58,128
|
|
Legal deposits
|
|
|
12,378
|
|
|
|
12,446
|
|
Advances to suppliers and other advances
|
|
|
3,772
|
|
|
|
7,592
|
|
Derivative financial instruments
|
|
|
-
|
|
|
|
52
|
|
Receivable Venezuelan subsidiaries
|
|
|
48,659
|
|
|
|
48,659
|
|
Others
|
|
|
6,222
|
|
|
|
5,263
|
|
|
|
|
157,103
|
|
|
|
151,905
|
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Finished goods
|
|
|
968,329
|
|
|
|
1,025,999
|
|
Goods in process
|
|
|
612,888
|
|
|
|
709,497
|
|
Raw materials
|
|
|
221,954
|
|
|
|
256,816
|
|
Supplies
|
|
|
486,411
|
|
|
|
504,286
|
|
Goods in transit
|
|
|
194,015
|
|
|
|
237,539
|
|
|
|
|
2,483,597
|
|
|
|
2,734,137
|
|
Allowance for obsolescence (see Note 23 (i))
|
|
|
(217,717
|
)
|
|
|
(209,796
|
)
|
|
|
|
2,265,880
|
|
|
|
2,524,341
|
|
|
15
|
Receivables and prepayments, net
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Prepaid expenses and other receivables
|
|
|
30,579
|
|
|
|
31,599
|
|
Government entities
|
|
|
1,867
|
|
|
|
2,182
|
|
Employee advances and loans
|
|
|
8,189
|
|
|
|
6,521
|
|
Advances to suppliers and other advances
|
|
|
17,180
|
|
|
|
23,467
|
|
Government tax refunds on exports
|
|
|
670
|
|
|
|
4,896
|
|
Receivables from related parties
|
|
|
19,837
|
|
|
|
63,322
|
|
Miscellaneous
|
|
|
31,145
|
|
|
|
30,682
|
|
|
|
|
109,467
|
|
|
|
162,669
|
|
Allowance for other doubtful accounts (see Note 23 (i))
|
|
|
(4,892
|
)
|
|
|
(6,784
|
)
|
|
|
|
104,575
|
|
|
|
155,885
|
|
16
|
Current tax assets and liabilities
|
|
|
Year ended December 31,
|
Current tax assets
|
|
2019
|
|
2018
|
V.A.T. credits
|
|
|
112,161
|
|
|
|
67,322
|
|
Prepaid taxes
|
|
|
55,227
|
|
|
|
54,010
|
|
|
|
|
167,388
|
|
|
|
121,332
|
|
|
|
Year ended December 31,
|
Current tax liabilities
|
|
2019
|
|
2018
|
Income tax liabilities
|
|
|
64,994
|
|
|
|
182,711
|
|
V.A.T. liabilities
|
|
|
9,953
|
|
|
|
18,091
|
|
Other taxes
|
|
|
52,678
|
|
|
|
49,431
|
|
|
|
|
127,625
|
|
|
|
250,233
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
17
|
Trade receivables, net
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Current accounts
|
|
|
1,387,494
|
|
|
|
1,778,796
|
|
Receivables from related parties
|
|
|
9,448
|
|
|
|
25,105
|
|
|
|
|
1,396,942
|
|
|
|
1,803,901
|
|
Allowance for doubtful accounts (see Note 23 (i))
|
|
|
(48,782
|
)
|
|
|
(66,535
|
)
|
|
|
|
1,348,160
|
|
|
|
1,737,366
|
|
The following table sets forth details of the aging of trade receivables:
|
|
|
|
|
|
|
|
|
|
|
Past due
|
|
|
|
|
Trade
Receivables
|
|
|
|
Not
Due
|
|
|
|
1
- 180 days
|
|
|
|
>180
days
|
|
At December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed
|
|
|
234,427
|
|
|
|
205,764
|
|
|
|
26,899
|
|
|
|
1,764
|
|
Not guaranteed
|
|
|
1,162,515
|
|
|
|
948,449
|
|
|
|
157,960
|
|
|
|
56,106
|
|
Guaranteed and not guaranteed
|
|
|
1,396,942
|
|
|
|
1,154,213
|
|
|
|
184,859
|
|
|
|
57,870
|
|
Expected loss rate
|
|
|
0.09
|
%
|
|
|
0.04
|
%
|
|
|
0.24
|
%
|
|
|
0.57
|
%
|
Allowances for doubtful accounts
|
|
|
(1,294
|
)
|
|
|
(529
|
)
|
|
|
(455
|
)
|
|
|
(310
|
)
|
Nominative allowances for doubtful accounts
|
|
|
(47,488
|
)
|
|
|
-
|
|
|
|
(1,922
|
)
|
|
|
(45,566
|
)
|
Net Value
|
|
|
1,348,160
|
|
|
|
1,153,684
|
|
|
|
182,482
|
|
|
|
11,994
|
|
|
|
|
|
|
|
|
|
|
|
|
Past due
|
|
|
|
|
Trade
Receivables
|
|
|
|
Not
Due
|
|
|
|
1
- 180 days
|
|
|
|
>180
days
|
|
At December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guaranteed
|
|
|
286,250
|
|
|
|
254,743
|
|
|
|
30,884
|
|
|
|
623
|
|
Not guaranteed
|
|
|
1,517,651
|
|
|
|
1,180,788
|
|
|
|
260,675
|
|
|
|
76,188
|
|
Guaranteed and not guaranteed
|
|
|
1,803,901
|
|
|
|
1,435,531
|
|
|
|
291,559
|
|
|
|
76,811
|
|
Expected loss rate
|
|
|
0.07
|
%
|
|
|
0.04
|
%
|
|
|
0.17
|
%
|
|
|
0.43
|
%
|
Allowances for doubtful accounts
|
|
|
(1,396
|
)
|
|
|
(564
|
)
|
|
|
(510
|
)
|
|
|
(322
|
)
|
Nominative allowances for doubtful accounts
|
|
|
(65,139
|
)
|
|
|
-
|
|
|
|
(1,436
|
)
|
|
|
(63,703
|
)
|
Net Value
|
|
|
1,737,366
|
|
|
|
1,434,967
|
|
|
|
289,613
|
|
|
|
12,786
|
|
Trade receivables are mainly denominated in U.S. dollars.
|
18
|
Cash and cash equivalents and other investments
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
Cash at banks
|
|
|
118,314
|
|
|
|
81,211
|
|
Liquidity funds
|
|
|
1,166,697
|
|
|
|
160,198
|
|
Short – term investments
|
|
|
269,288
|
|
|
|
186,952
|
|
|
|
|
1,554,299
|
|
|
|
428,361
|
|
Other investments - current
|
|
|
|
|
|
|
|
|
Fixed Income (time-deposit, zero coupon bonds, commercial papers)
|
|
|
65,874
|
|
|
|
300,410
|
|
Bonds and other fixed Income
|
|
|
144,502
|
|
|
|
187,324
|
|
|
|
|
210,376
|
|
|
|
487,734
|
|
Other investments - Non-current
|
|
|
|
|
|
|
|
|
Bonds and other fixed Income
|
|
|
18,012
|
|
|
|
113,829
|
|
Others
|
|
|
6,922
|
|
|
|
4,326
|
|
|
|
|
24,934
|
|
|
|
118,155
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Non-current
|
|
|
|
|
Bank borrowings
|
|
|
40,896
|
|
|
|
29,214
|
|
Costs of issue of debt
|
|
|
(16
|
)
|
|
|
(27
|
)
|
|
|
|
40,880
|
|
|
|
29,187
|
|
Current
|
|
|
|
|
|
|
|
|
Bank borrowings
|
|
|
781,258
|
|
|
|
508,143
|
|
Bank overdrafts
|
|
|
24
|
|
|
|
1,644
|
|
Finance lease liabilities
|
|
|
-
|
|
|
|
44
|
|
Costs of issue of debt
|
|
|
(10
|
)
|
|
|
(11
|
)
|
|
|
|
781,272
|
|
|
|
509,820
|
|
Total Borrowings
|
|
|
822,152
|
|
|
|
539,007
|
|
The maturity of borrowings is as follows:
|
|
1 year or
less
|
|
1 - 2
years
|
|
2 – 3
years
|
|
3 - 4
years
|
|
4 - 5
years
|
|
Over 5
years
|
|
Total
|
At December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other borrowings
|
|
|
781,272
|
|
|
|
17,307
|
|
|
|
23,573
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
822,152
|
|
Total borrowings
|
|
|
781,272
|
|
|
|
17,307
|
|
|
|
23,573
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
822,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest to be accrued (*)
|
|
|
11,370
|
|
|
|
1,045
|
|
|
|
117
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
12,532
|
|
Total
|
|
|
792,642
|
|
|
|
18,352
|
|
|
|
23,690
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
834,684
|
|
|
|
1 year or
less
|
|
1 - 2
years
|
|
2 – 3
years
|
|
3 - 4
years
|
|
4 - 5
years
|
|
Over 5
years
|
|
Total
|
At December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial lease
|
|
|
44
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
44
|
|
Other borrowings
|
|
|
509,776
|
|
|
|
4,271
|
|
|
|
4,771
|
|
|
|
20,145
|
|
|
|
-
|
|
|
|
-
|
|
|
|
538,963
|
|
Total borrowings
|
|
|
509,820
|
|
|
|
4,271
|
|
|
|
4,771
|
|
|
|
20,145
|
|
|
|
-
|
|
|
|
-
|
|
|
|
539,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest to be accrued (*)
|
|
|
8,182
|
|
|
|
1,175
|
|
|
|
1,166
|
|
|
|
169
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,692
|
|
Total
|
|
|
518,002
|
|
|
|
5,446
|
|
|
|
5,937
|
|
|
|
20,314
|
|
|
|
-
|
|
|
|
-
|
|
|
|
549,699
|
|
(*) Includes the effect of hedge accounting.
Significant borrowings include:
|
|
|
In million of USD
|
Disbursement date
|
Borrower
|
Type
|
Original & Outstanding
|
Final maturity
|
2019
|
Tamsa
|
Bank loans
|
621
|
2020
|
2019
|
Siderca
|
Bank loans
|
60
|
2020
|
|
|
|
|
|
As of December 31, 2019, Tenaris was in compliance with all of its covenants.
The weighted average interest rates before tax shown below were
calculated using the rates set for each instrument in its corresponding currency as of December 31, 2019 and 2018, considering
hedge accounting where applicable.
|
|
2019
|
|
2018
|
Total borrowings
|
|
|
3.18
|
%
|
|
|
3.98
|
%
|
Breakdown of long-term borrowings by currency and rate is as follows:
Non-current borrowings
|
|
|
|
Year ended December 31,
|
Currency
|
|
Interest rates
|
|
2019
|
|
2018
|
USD
|
|
Fixed
|
|
|
18,370
|
|
|
|
18,762
|
|
SAR
|
|
Fixed
|
|
|
16,106
|
|
|
|
-
|
|
EUR
|
|
Fixed
|
|
|
5,108
|
|
|
|
9,023
|
|
EUR
|
|
Variable
|
|
|
1,296
|
|
|
|
1,402
|
|
Total non-current borrowings
|
|
|
|
|
40,880
|
|
|
|
29,187
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
Breakdown of short-term borrowings by currency and rate is as follows:
Current borrowings
|
|
|
|
Year ended December 31,
|
Currency
|
|
Interest rates
|
|
2019
|
|
2018
|
USD
|
|
Variable
|
|
|
17,092
|
|
|
|
16,847
|
|
USD
|
|
Fixed
|
|
|
274,799
|
|
|
|
138,303
|
|
EUR
|
|
Variable
|
|
|
80
|
|
|
|
198
|
|
EUR
|
|
Fixed
|
|
|
3,772
|
|
|
|
4,178
|
|
MXN
|
|
Fixed
|
|
|
424,964
|
|
|
|
301,047
|
|
ARS
|
|
Fixed
|
|
|
86
|
|
|
|
49,125
|
|
SAR
|
|
Variable
|
|
|
35,666
|
|
|
|
-
|
|
SAR
|
|
Fixed
|
|
|
24,797
|
|
|
|
-
|
|
Others
|
|
Variable
|
|
|
16
|
|
|
|
89
|
|
Others
|
|
Fixed
|
|
|
-
|
|
|
|
33
|
|
Total current borrowings
|
|
|
|
|
781,272
|
|
|
|
509,820
|
|
Borrowings evolution
|
|
Year ended December 31, 2019
|
|
|
Non current
|
|
Current
|
At the beginning of the year
|
|
|
29,187
|
|
|
|
509,820
|
|
Translation differences
|
|
|
(229
|
)
|
|
|
669
|
|
Proceeds and repayments, net
|
|
|
(4,582
|
)
|
|
|
203,931
|
|
Interests accrued less payments
|
|
|
304
|
|
|
|
2,950
|
|
Reclassifications
|
|
|
(11,733
|
)
|
|
|
11,733
|
|
Increase due to Business Combinations
|
|
|
27,933
|
|
|
|
53,789
|
|
Overdrafts variation
|
|
|
-
|
|
|
|
(1,620
|
)
|
At the end of the year
|
|
|
40,880
|
|
|
|
781,272
|
|
The carrying amounts of assets pledged as security for current and non-current borrowings
are immaterial for the years 2019 and 2018.
Deferred income taxes are calculated in full on temporary differences under the liability
method using the tax rate of each country.
The evolution of deferred tax assets and liabilities during the year are as follows:
Deferred tax liabilities
|
|
Fixed assets (*)
|
|
Inventories
|
|
Intangible and Other
|
|
Total
|
At the beginning of the year
|
|
|
710,995
|
|
|
|
25,048
|
|
|
|
46,532
|
|
|
|
782,575
|
|
Translation differences
|
|
|
(347
|
)
|
|
|
-
|
|
|
|
(4
|
)
|
|
|
(351
|
)
|
Increase due to business combinations
|
|
|
5,621
|
|
|
|
-
|
|
|
|
11,209
|
|
|
|
16,830
|
|
Charged directly to other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
423
|
|
|
|
423
|
|
Income statement charge / (credit)
|
|
|
(64,930
|
)
|
|
|
(5,652
|
)
|
|
|
59,902
|
|
|
|
(10,680
|
)
|
At December 31, 2019
|
|
|
651,339
|
|
|
|
19,396
|
|
|
|
118,062
|
|
|
|
788,797
|
|
|
|
Fixed assets (*)
|
|
Inventories
|
|
Intangible and Other
|
|
Total
|
At the beginning of the year
|
|
|
744,926
|
|
|
|
34,934
|
|
|
|
55,585
|
|
|
|
835,445
|
|
Effect of adoption of new standards
|
|
|
-
|
|
|
|
-
|
|
|
|
35
|
|
|
|
35
|
|
Translation differences
|
|
|
(876
|
)
|
|
|
-
|
|
|
|
92
|
|
|
|
(784
|
)
|
Charged directly to other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
288
|
|
|
|
288
|
|
Income statement charge
|
|
|
(33,055
|
)
|
|
|
(9,886
|
)
|
|
|
(9,468
|
)
|
|
|
(52,409
|
)
|
At December 31, 2018
|
|
|
710,995
|
|
|
|
25,048
|
|
|
|
46,532
|
|
|
|
782,575
|
|
(*) Includes the effect of currency translation on tax base. See Note 7.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
20
|
Deferred income tax (Cont.)
|
Deferred tax assets
|
|
Provisions and
allowances
|
|
Inventories
|
|
Tax losses
|
|
Other
|
|
Total
|
At the beginning of the year
|
|
|
(16,116
|
)
|
|
|
(86,585
|
)
|
|
|
(396,257
|
)
|
|
|
(86,184
|
)
|
|
|
(585,142
|
)
|
Translation differences
|
|
|
362
|
|
|
|
306
|
|
|
|
497
|
|
|
|
286
|
|
|
|
1,451
|
|
Increase due to business combinations
|
|
|
(1,160
|
)
|
|
|
(1,413
|
)
|
|
|
(1,172
|
)
|
|
|
(2,238
|
)
|
|
|
(5,983
|
)
|
Charged directly to other comprehensive income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,261
|
)
|
|
|
(1,261
|
)
|
Income statement charge / (credit)
|
|
|
(2,739
|
)
|
|
|
(5,712
|
)
|
|
|
14,100
|
|
|
|
(92,209
|
)
|
|
|
(86,560
|
)
|
At December 31, 2019
|
|
|
(19,653
|
)
|
|
|
(93,404
|
)
|
|
|
(382,832
|
)
|
|
|
(181,606
|
)
|
|
|
(677,495
|
)
|
|
|
Provisions and
allowances
|
|
Inventories
|
|
Tax losses
|
|
Other
|
|
Total
|
At the beginning of the year
|
|
|
(26,475
|
)
|
|
|
(89,555
|
)
|
|
|
(354,944
|
)
|
|
|
(60,033
|
)
|
|
|
(531,007
|
)
|
Effect of adoption of new standards
|
|
|
952
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(164
|
)
|
|
|
788
|
|
Translation differences
|
|
|
2,532
|
|
|
|
1,447
|
|
|
|
1,014
|
|
|
|
(38
|
)
|
|
|
4,955
|
|
Charged directly to other comprehensive income
|
|
|
23
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,587
|
|
|
|
1,610
|
|
Income statement charge / (credit)
|
|
|
6,852
|
|
|
|
1,523
|
|
|
|
(42,327
|
)
|
|
|
(27,536
|
)
|
|
|
(61,488
|
)
|
At December 31, 2018
|
|
|
(16,116
|
)
|
|
|
(86,585
|
)
|
|
|
(396,257
|
)
|
|
|
(86,184
|
)
|
|
|
(585,142
|
)
|
In 2019 the effect of the adoption of IFRS 16 has been recognized
as “Other” both for deferred tax assets and liabilities.
Deferred tax assets related to taxable losses of Tenaris subsidiaries
are recognized to the extent it is considered probable that future taxable profits will be available against which such losses
can be utilized in the foreseeable future. This amount includes $338 million related to US subsidiaries mainly due to the recognition
of accelerated fiscal depreciations. The remaining balance mainly corresponds to Japanese and Brazilian subsidiaries. These subsidiaries
have incurred in fiscal losses in the past. Tenaris has concluded that these deferred tax assets will be recoverable based on the
business plans and budgets.
The expiration dates of the recognized tax losses in less than 1
year, between 2 and 5 years and in more than 5 years is 0.2%, 2.5% and 97.3% respectively.
As of December 31, 2019, the net unrecognized deferred tax assets
amount to $121.2 million. The expiration dates of the unrecognized tax losses less than 1 year, between 2 and 5 years and more
than 5 years is approximately 2.8%, 20.2% and 77%.
The estimated recovery analysis of deferred tax assets and deferred
tax liabilities is as follows:
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Deferred tax assets to be recovered after 12 months
|
|
|
(538,274
|
)
|
|
|
(452,330
|
)
|
Deferred tax liabilities to be settled after 12 months
|
|
|
766,852
|
|
|
|
739,670
|
|
Deferred income tax assets and liabilities are offset when (1) there
is a legally enforceable right to set-off current tax assets against current tax liabilities and (2) when the deferred income taxes
relate to the same fiscal authority on either the same taxable entity or different taxable entities where there is an intention
to settle the balances on a net basis. The following amounts, determined after appropriate set-off, are shown in the Consolidated
Statement of Financial Position:
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Deferred tax assets
|
|
|
(225,680
|
)
|
|
|
(181,606
|
)
|
Deferred tax liabilities
|
|
|
336,982
|
|
|
|
379,039
|
|
|
|
|
111,302
|
|
|
|
197,433
|
|
The movement in the net deferred income tax liability account is
as follows:
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
At the beginning of the year
|
|
|
197,433
|
|
|
|
304,438
|
|
Effect of adoption of new standards
|
|
|
-
|
|
|
|
823
|
|
Translation differences
|
|
|
1,100
|
|
|
|
4,171
|
|
Increase due to business combinations
|
|
|
10,847
|
|
|
|
-
|
|
Charged directly to Other Comprehensive Income
|
|
|
(838
|
)
|
|
|
1,898
|
|
Income statement credit
|
|
|
(97,240
|
)
|
|
|
(113,897
|
)
|
At the end of the year
|
|
|
111,302
|
|
|
|
197,433
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
(i)
|
Other liabilities – Non current
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Post-employment benefits
|
|
|
144,993
|
|
|
|
115,087
|
|
Other-long term benefits
|
|
|
85,473
|
|
|
|
78,492
|
|
Miscellaneous
|
|
|
20,917
|
|
|
|
19,550
|
|
|
|
|
251,383
|
|
|
|
213,129
|
|
Post-employment benefits
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Unfunded
|
|
|
125,573
|
|
|
|
97,318
|
|
Funded
|
|
|
19,420
|
|
|
|
17,769
|
|
|
|
|
144,993
|
|
|
|
115,087
|
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Values at the beginning of the year
|
|
|
97,318
|
|
|
|
101,889
|
|
Translation differences
|
|
|
(1,567
|
)
|
|
|
(3,849
|
)
|
Current service cost
|
|
|
7,978
|
|
|
|
7,400
|
|
Interest cost
|
|
|
5,526
|
|
|
|
5,070
|
|
Remeasurements (*)
|
|
|
7,010
|
|
|
|
(3,946
|
)
|
Increase due to business combinations
|
|
|
15,660
|
|
|
|
-
|
|
Benefits paid from the plan
|
|
|
(9,328
|
)
|
|
|
(9,719
|
)
|
Other
|
|
|
2,976
|
|
|
|
473
|
|
At the end of the year
|
|
|
125,573
|
|
|
|
97,318
|
|
(*) For 2019 a loss of $1.3 million is attributable to
demographic assumptions and a loss of $5.7 million to financial assumptions. For 2018 a gain of $0.2 million is attributable to
demographic assumptions and a gain of $3.7 million to financial assumptions.
The actuarial assumptions for the most relevant plans were as follows:
|
|
|
Year ended December 31,
|
|
|
|
|
2019
|
|
|
|
2018
|
|
Discount rate
|
|
|
1% - 7%
|
|
|
|
2% - 7%
|
|
Rate of compensation increase
|
|
|
0% - 3%
|
|
|
|
0% - 3%
|
|
As of December 31, 2019, an increase / (decrease) of 1% in the discount
rate assumption of the main plans would have generated a (decrease) / increase on the defined benefit obligation of $7.4 million
and $7 million respectively, and an increase / (decrease) of 1% in the rate of compensation assumption of the main plans would
have generated an increase / (decrease) impact on the defined benefit obligation of $4.5 million and $4.5 million respectively.
The above sensitivity analyses are based on a change in discount rate and rate of compensation while holding all other assumptions
constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
The amounts
recognized in the statement of financial position for the current annual period and the previous annual period are as follows:
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Present value of funded obligations
|
|
|
160,412
|
|
|
|
146,885
|
|
Fair value of plan assets
|
|
|
(145,160
|
)
|
|
|
(132,438
|
)
|
Liability (*)
|
|
|
15,252
|
|
|
|
14,447
|
|
(*) In 2019
and 2018, $4.2 million and $3.3 million corresponding to a plan with a surplus balance were reclassified within other non-current
assets, respectively.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
21
|
Other liabilities (Cont.)
|
Post-employment benefits (Cont.)
The movement in the present value of funded obligations is as follows:
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
At the beginning of the year
|
|
|
146,885
|
|
|
|
165,485
|
|
Translation differences
|
|
|
4,542
|
|
|
|
(8,182
|
)
|
Current service cost
|
|
|
721
|
|
|
|
1,328
|
|
Interest cost
|
|
|
5,754
|
|
|
|
5,691
|
|
Remeasurements (*)
|
|
|
12,769
|
|
|
|
(7,984
|
)
|
Benefits paid
|
|
|
(10,259
|
)
|
|
|
(9,453
|
)
|
At the end of the year
|
|
|
160,412
|
|
|
|
146,885
|
|
(*) For 2019 a loss of $0.4 million is attributable to demographic
assumptions and a loss of $12.4 million to financial assumptions. For 2018 a loss of $0.4 million is attributable to demographic
assumptions and a gain of $8.4 million to financial assumptions. respectively.
The movement in the fair value of plan assets is as follows:
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
At the beginning of the year
|
|
|
(132,438
|
)
|
|
|
(145,692
|
)
|
Translation differences
|
|
|
(4,137
|
)
|
|
|
7,514
|
|
Return on plan assets
|
|
|
(5,018
|
)
|
|
|
(4,936
|
)
|
Remeasurements
|
|
|
(10,507
|
)
|
|
|
3,967
|
|
Contributions paid to the plan
|
|
|
(3,589
|
)
|
|
|
(3,108
|
)
|
Benefits paid from the plan
|
|
|
10,259
|
|
|
|
9,453
|
|
Other
|
|
|
270
|
|
|
|
364
|
|
At the end of the year
|
|
|
(145,160
|
)
|
|
|
(132,438
|
)
|
The major categories of plan assets as a percentage of total plan assets are as follows:
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Equity instruments
|
|
|
49.0
|
%
|
|
|
53.5
|
%
|
Debt instruments
|
|
|
47.0
|
%
|
|
|
42.8
|
%
|
Others
|
|
|
4.0
|
%
|
|
|
3.7
|
%
|
The actuarial assumptions for the most relevant plans were as follows:
|
|
|
Year ended December 31,
|
|
|
|
2019
|
|
|
|
2018
|
|
Discount rate
|
|
|
3 % - 4 %
|
|
|
|
4 % - 5 %
|
|
Rate of compensation increase
|
|
|
0 % - 3 %
|
|
|
|
0 % - 3 %
|
|
The expected return on plan assets is determined by considering
the expected returns available on the assets underlying the current investment policy. Expected return on plan assets is determined
based on long-term, prospective rates of return as of the end of the reporting period.
As of December 31, 2019, an increase / (decrease) of 1% in the discount
rate assumption of the main plans would have generated a (decrease) / increase on the defined benefit obligation of $16.1 million
and $19.8 million respectively, and an increase / (decrease) of 1% in the compensation rate assumption of the main plans would
have generated an increase / (decrease) on the defined benefit obligation of $1.8 million and $1.6 million respectively. The above
sensitivity analyses are based on a change in discount rate and rate of compensation while holding all other assumptions constant.
In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated.
The employer contributions expected to be paid for the year 2020
amount approximately to $5.1 million.
The methods and types of assumptions used in preparing the sensitivity
analysis did not change compared to the previous period.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
21
|
Other liabilities (Cont.)
|
|
(ii)
|
Other liabilities – current
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Payroll and social security payable
|
|
|
153,009
|
|
|
|
148,069
|
|
Miscellaneous
|
|
|
23,255
|
|
|
|
17,624
|
|
|
|
|
176,264
|
|
|
|
165,693
|
|
|
22
|
Non-current allowances and provisions
|
|
(i)
|
Deducted from non-current receivables
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
|
|
|
Values at the beginning of the year
|
|
|
-
|
|
|
|
(641
|
)
|
Translation differences
|
|
|
-
|
|
|
|
110
|
|
Used
|
|
|
-
|
|
|
|
531
|
|
Values at the end of the year
|
|
|
-
|
|
|
|
-
|
|
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Values at the beginning of the year
|
|
|
36,089
|
|
|
|
36,438
|
|
Translation differences
|
|
|
(1,571
|
)
|
|
|
(5,261
|
)
|
Additional provisions
|
|
|
19,904
|
|
|
|
14,397
|
|
Reclassifications
|
|
|
5,641
|
|
|
|
(2,406
|
)
|
Used
|
|
|
(5,464
|
)
|
|
|
(7,079
|
)
|
Values at the end of the year
|
|
|
54,599
|
|
|
|
36,089
|
|
|
23
|
Current allowances and provisions
|
(i) Deducted
from assets
Year ended December 31, 2019
|
|
Allowance for doubtful
accounts - Trade receivables
|
|
Allowance for other doubtful
accounts - Other receivables
|
|
Allowance for
inventory obsolescence
|
|
|
|
|
|
|
|
Values at the beginning of the year
|
|
|
(66,535
|
)
|
|
|
(6,784
|
)
|
|
|
(209,796
|
)
|
Translation differences
|
|
|
9
|
|
|
|
88
|
|
|
|
794
|
|
Increase due to business combinations
|
|
|
(1,788
|
)
|
|
|
-
|
|
|
|
(10,761
|
)
|
Additional / reversals allowances
|
|
|
16,256
|
|
|
|
1,239
|
|
|
|
(29,138
|
)
|
Used
|
|
|
3,276
|
|
|
|
565
|
|
|
|
31,184
|
|
At December 31, 2019
|
|
|
(48,782
|
)
|
|
|
(4,892
|
)
|
|
|
(217,717
|
)
|
Year ended December 31, 2018
|
|
Allowance for doubtful
accounts - Trade receivables
|
|
Allowance for other doubtful
accounts - Other receivables
|
|
Allowance for
inventory obsolescence
|
|
|
|
|
|
|
|
Values at the beginning of the year
|
|
|
(78,385
|
)
|
|
|
(6,255
|
)
|
|
|
(216,068
|
)
|
Effect of adoption of new standards
|
|
|
6,423
|
|
|
|
-
|
|
|
|
-
|
|
Translation differences
|
|
|
329
|
|
|
|
359
|
|
|
|
3,575
|
|
Additional allowances
|
|
|
(1,751
|
)
|
|
|
(1,179
|
)
|
|
|
(25,457
|
)
|
Used
|
|
|
6,849
|
|
|
|
291
|
|
|
|
28,154
|
|
At December 31, 2018
|
|
|
(66,535
|
)
|
|
|
(6,784
|
)
|
|
|
(209,796
|
)
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
23
|
Current allowances and provisions (Cont.)
|
Year ended December 31, 2019
|
|
Sales risks
|
|
Other claims and
contingencies
|
|
Total
|
Values at the beginning of the year
|
|
|
6,814
|
|
|
|
17,469
|
|
|
|
24,283
|
|
Translation differences
|
|
|
(28
|
)
|
|
|
(570
|
)
|
|
|
(598
|
)
|
Increase due to business combinations
|
|
|
505
|
|
|
|
8,000
|
|
|
|
8,505
|
|
Additional/ reversals provisions
|
|
|
11,880
|
|
|
|
(3,219
|
)
|
|
|
8,661
|
|
Reclassifications
|
|
|
-
|
|
|
|
(5,641
|
)
|
|
|
(5,641
|
)
|
Used
|
|
|
(13,304
|
)
|
|
|
(4,889
|
)
|
|
|
(18,193
|
)
|
At December 31, 2019
|
|
|
5,867
|
|
|
|
11,150
|
|
|
|
17,017
|
|
Year ended December 31, 2018
|
|
Sales risks
|
|
Other claims and
contingencies
|
|
Total
|
Values at the beginning of the year
|
|
|
11,396
|
|
|
|
20,934
|
|
|
|
32,330
|
|
Translation differences
|
|
|
(103
|
)
|
|
|
(2,205
|
)
|
|
|
(2,308
|
)
|
Additional provisions
|
|
|
2,638
|
|
|
|
6,463
|
|
|
|
9,101
|
|
Reclassifications
|
|
|
-
|
|
|
|
2,406
|
|
|
|
2,406
|
|
Used
|
|
|
(7,117
|
)
|
|
|
(10,129
|
)
|
|
|
(17,246
|
)
|
At December 31, 2018
|
|
|
6,814
|
|
|
|
17,469
|
|
|
|
24,283
|
|
|
24
|
Derivative financial instruments
|
Net fair values of derivative financial instruments
The net fair values of derivative financial instruments, in accordance
with IFRS 13, are:
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
Derivatives hedging borrowings and investments
|
|
|
19,000
|
|
|
|
5,604
|
|
Other Derivatives
|
|
|
929
|
|
|
|
3,621
|
|
Contracts with positive fair values (*)
|
|
|
19,929
|
|
|
|
9,225
|
|
|
|
|
|
|
|
|
|
|
Derivatives hedging borrowings and investments
|
|
|
-
|
|
|
|
(11,667
|
)
|
Other Derivatives
|
|
|
(1,814
|
)
|
|
|
(311
|
)
|
Contracts with negative fair values
|
|
|
(1,814
|
)
|
|
|
(11,978
|
)
|
Total
|
|
|
18,115
|
|
|
|
(2,753
|
)
|
(*) In 2018 includes $52 thousand of non-current
derivatives.
Foreign exchange derivative contracts and hedge
accounting
Tenaris applies hedge accounting to certain cash flow hedges of
highly probable forecast transactions. The net fair values of exchange rate derivatives and those derivatives that were designated
for hedge accounting as of December 2019 and 2018, were as follows:
|
|
|
|
|
|
Fair Value
|
|
Hedge Accounting Reserve
|
Purchase currency
|
|
Sell currency
|
|
Term
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
MXN
|
|
USD
|
|
|
2020
|
|
|
|
18,999
|
|
|
|
888
|
|
|
|
404
|
|
|
|
(411
|
)
|
USD
|
|
MXN
|
|
|
2020
|
|
|
|
(576
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
ARS
|
|
USD
|
|
|
2020
|
|
|
|
-
|
|
|
|
(6,542
|
)
|
|
|
-
|
|
|
|
(895
|
)
|
EUR
|
|
USD
|
|
|
2020
|
|
|
|
588
|
|
|
|
203
|
|
|
|
-
|
|
|
|
-
|
|
USD
|
|
JPY
|
|
|
2030
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,149
|
|
|
|
-
|
|
USD
|
|
BRL
|
|
|
2020
|
|
|
|
(234
|
)
|
|
|
(131
|
)
|
|
|
-
|
|
|
|
-
|
|
JPY
|
|
USD
|
|
|
2020
|
|
|
|
(190
|
)
|
|
|
271
|
|
|
|
-
|
|
|
|
-
|
|
USD
|
|
KWD
|
|
|
2020
|
|
|
|
103
|
|
|
|
522
|
|
|
|
38
|
|
|
|
390
|
|
USD
|
|
CAD
|
|
|
2020
|
|
|
|
(200
|
)
|
|
|
2,089
|
|
|
|
-
|
|
|
|
-
|
|
USD
|
|
COP
|
|
|
2020
|
|
|
|
(345
|
)
|
|
|
(23
|
)
|
|
|
-
|
|
|
|
-
|
|
Others
|
|
|
|
|
2020
|
|
|
|
(30
|
)
|
|
|
(30
|
)
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
|
|
|
|
|
|
18,115
|
|
|
|
(2,753
|
)
|
|
|
2,591
|
|
|
|
(916
|
)
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
24
|
Derivative financial instruments (Cont.)
|
Following is a summary of the hedge
reserve evolution:
|
|
Equity Reserve
Dec-17
|
|
Movements
2018
|
|
Equity Reserve
Dec-18
|
|
Movements
2019
|
|
Equity Reserve
Dec-19
|
Foreign Exchange
|
|
|
(240
|
)
|
|
|
(676
|
)
|
|
|
(916
|
)
|
|
|
3,507
|
|
|
|
2,591
|
|
Total Cash flow Hedge
|
|
|
(240
|
)
|
|
|
(676
|
)
|
|
|
(916
|
)
|
|
|
3,507
|
|
|
|
2,591
|
|
Tenaris estimates that the cash flow hedge reserve corresponding
to derivatives instruments at December 31, 2019 will be recycled to the Consolidated Income Statement during 2020. For information
on lease liabilities, see Note 11.
|
25
|
Contingencies, commitments and restrictions on the distribution of profits
|
(i) Contingencies
Tenaris is from time to time subject to various claims, lawsuits
and other legal proceedings, including customer, employee, tax and environmental-related claims, in which third parties are seeking
payment for alleged damages, reimbursement for losses, or indemnity. Management with the assistance of legal counsel periodically
reviews the status of each significant matter and assesses potential financial exposure.
Some of these claims, lawsuits and other legal proceedings involve
highly complex issues, and often these issues are subject to substantial uncertainties and, therefore, the probability of loss
and an estimation of damages are difficult to ascertain. Accordingly, with respect to a large portion of such claims, lawsuits
and other legal proceedings, Tenaris is unable to make a reliable estimate of the expected financial effect that will result from
ultimate resolution of the proceeding. In those cases, Tenaris has not accrued a provision for the potential outcome of these cases.
If a potential loss from a claim, lawsuit or other proceeding is
considered probable and the amount can be reasonably estimated, a provision is recorded. Accruals for loss contingencies reflect
a reasonable estimate of the losses to be incurred based on information available to management as of the date of preparation of
the financial statements and take into consideration litigation and settlement strategies. In a limited number of ongoing cases,
Tenaris was able to make a reliable estimate of the expected loss or range of probable loss and has accrued a provision for such
loss but believes that publication of this information on a case-by-case basis would seriously prejudice Tenaris’s position
in the ongoing legal proceedings or in any related settlement discussions. Accordingly, in these cases, the Company has disclosed
information with respect to the nature of the contingency but has not disclosed its estimate of the range of potential loss.
The Company believes that the aggregate provisions recorded for
potential losses in these Consolidated Financial Statements are adequate based upon currently available information. However, if
management’s estimates prove incorrect, current reserves could be inadequate and Tenaris could incur a charge to earnings
which could have a material adverse effect on Tenaris’s results of operations, financial condition, net worth and cash flows.
Below is a summary description of Tenaris’s material legal
proceedings which are outstanding as of the date of these Consolidated Financial Statements. In addition, Tenaris is subject to
other legal proceedings, none of which is believed to be material.
|
§
|
CSN claims relating to the January 2012 acquisition of Usiminas shares
|
Confab Industrial S.A. (“Confab”), a Brazilian
subsidiary of the Company, is one of the defendants in a lawsuit filed in Brazil by Companhia Siderúrgica Nacional (“CSN”)
and various entities affiliated with CSN against Confab and several Ternium subsidiaries that acquired a participation in Usiminas’
control group in January 2012.
The CSN lawsuit alleges that, under applicable Brazilian
laws and rules, the acquirers were required to launch a tag-along tender offer to all non-controlling holders of Usiminas’
ordinary shares for a price per share equal to 80% of the price per share paid in such acquisition, or BRL28.8, and seeks an order
to compel the acquirers to launch an offer at that price plus interest. If so ordered, the offer would need to be made to 182,609,851
ordinary shares of Usiminas not belonging to Usiminas’ control group, and Confab would have a 17.9% share in that offer.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
25
|
Contingencies, commitments and restrictions on the distribution of profits (Cont.)
|
(i) Contingencies
(Cont.)
|
§
|
CSN claims relating to the January 2012 acquisition of Usiminas shares (Cont.)
|
On September 23, 2013, the first instance court dismissed
the CSN lawsuit, and on February 8, 2017, the court of appeals maintained the understanding of the first instance court. On March
6, 2017, CSN filed a motion for clarification against the decision of the Court of Appeals of São Paulo, which was rejected
on July 19, 2017. On August 18, 2017, CSN filed an appeal to the Superior Court of Justice seeking the review and reversal of the
decision issued by the Court of Appeals. On March 5, 2018, the court of appeals ruled that CSN’s appeal did not meet the
requirements for submission to the Superior Court of Justice and rejected the appeal. On May 8, 2018, CSN appealed against such
ruling and on January 22, 2019, the court of appeals rejected it and ordered that the case be submitted to the Superior Court of
Justice. On September 10, 2019, the Superior Court of Justice declared CSN’s appeal admissible. The Superior Court of Justice
will review the case and then render a decision on the merits. The Superior Court of Justice is restricted to the analysis of alleged
violations to federal laws and cannot assess matters of fact.
Tenaris continues to believe that all of CSN’s
claims and allegations are groundless and without merit, as confirmed by several opinions of Brazilian legal counsel, two decisions
issued by the Brazilian securities regulator (CVM) in February 2012 and December 2016, and the first and second instance court
decisions referred to above.
|
§
|
Veracel celulose accident litigation
|
On September 21, 2007, an accident occurred in the premises
of Veracel Celulose S.A. (“Veracel”) in connection with a rupture in one of the tanks used in an evaporation system
manufactured by Confab. The Veracel accident allegedly resulted in material damages to Veracel. Itaú Seguros S.A. (“Itaú”),
Veracel’s insurer at the time of the Veracel accident and then replaced by Chubb Seguros Brasil S/A (“Chubb”),
initiated a lawsuit against Confab seeking reimbursement of damages paid to Veracel in connection with the Veracel accident. Veracel
initiated a second lawsuit against Confab seeking reimbursement of the amount paid as insurance deductible with respect to the
Veracel accident and other amounts not covered by insurance. Itaú and Veracel claimed that the Veracel accident was caused
by failures and defects attributable to the evaporation system manufactured by Confab. Confab believes that the Veracel accident
was caused by the improper handling by Veracel’s personnel of the equipment supplied by Confab in violation of Confab’s
instructions. The two lawsuits were consolidated and are considered by the 6th Civil Court of São Caetano do Sul; however,
each lawsuit will be adjudicated separately.
On September 28, 2018 Confab and Chubb, entered into
a settlement agreement pursuant to which on October 9, 2018, Confab paid an amount of approximately $3.5 million to Chubb, without
assuming any liability for the accident or the claim.
On October 10, 2018, Confab was notified that the court
had issued rulings for both lawsuits. Both decisions were unfavorable to Confab:
|
§
|
With respect to Chubb’s claim, Confab was ordered to pay an amount of approximately BRL89.8
million (approximately $21.6 million) (including interest, fees and expenses). On October 15, 2018, Confab filed a request for
homologation of the settlement agreement mentioned above, as such settlement agreement remains valid and binding between the parties.
On November 8, 2018, the settlement agreement was homologated by the court.
|
|
§
|
With respect to Veracel’s claim, Confab was ordered to pay the insurance deductible and other
concepts not covered by insurance, currently estimated to amount to BRL62.9 million (approximately $15.6 million) (including interest,
fees and expenses). Both parties filed motions for clarification against the court’s decision, which were partially granted.
Although the contract between Confab and Veracel expressly provided that Confab would not be liable for damages arising from lost
profits, the court award would appear to include BRL54.0 million (approximately $13.4 million) of damages arising therefrom; Confab
has additional defense arguments in respect of a claim for lost profits. On December 18, 2018, Confab filed an appeal against the
first instance court decision, and on April 30, 2019, Veracel filed its response to the appeal. At this stage the Company cannot
predict the outcome of the claim or the amount or range of loss in case of an unfavorable outcome.
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
25
|
Contingencies, commitments and restrictions on the distribution of profits (Cont.)
|
(i) Contingencies
(Cont.)
§
Ongoing investigation
The Company is aware that Brazilian, Italian and Swiss
authorities have been investigating whether certain payments were made from accounts of entities presumably associated with affiliates
of the Company to accounts allegedly linked to individuals related to Petróleo Brasileiro S.A. (“Petrobras”)
and whether any such payments were intended to benefit the Company’s Brazilian subsidiary Confab. Any such payments could
violate certain applicable laws, including the U.S. Foreign Corrupt Practices Act.
The Company had previously reviewed certain of these
matters in connection with an investigation by the Brazilian authorities related to “Operation Lava Jato”, a new phase
of which is presently ongoing, and did not uncover any information that corroborated allegations of involvement in these alleged
payments by the Company or its subsidiaries. Furthermore, the Company became aware that a Petrobras internal investigation commission
reviewed certain contracts with Confab and concluded that they had not found evidence that Petrobras had benefitted Confab or had
misused applicable local content rules.
The Audit Committee of the Company's Board of Directors
engaged external counsel in connection with the Company’s review. In addition, the Company voluntarily notified the U.S.
Securities and Exchange Commission and the U.S. Department of Justice in October 2016.
In July 2019, the Company learned that the public prosecutor office of Milan,
Italy, had completed a preliminary investigation into the alleged payments and had included in the investigation, among other persons,
the Company’s Chairman and Chief Executive Officer, two other board members, Gianfelice Rocca and Roberto Bonatti, and the
Company’s controlling shareholder, San Faustin. In February 2020, the Company learned that the magistrate overseeing the
investigation decided to move the case to trial. The Company’s outside counsel had previously reviewed the Italian prosecutors’
investigative file and has informed the Board that neither that file nor this magistrate’s decision sets forth evidence of
involvement by any of the three directors in the alleged wrongdoing. Accordingly, the Board has concluded that no particular action
is warranted at the present time, other than inviting the referred board members to continue discharging their respective responsibilities
with the full support of the Board.
The Company continues to review these matters and to
respond to requests from and otherwise cooperate with the appropriate authorities. At this time, the Company cannot predict the
outcome of these matters or estimate the range of potential loss or extent of risk, if any, to the Company's business that may
result from resolution of these matters.
§
Putative class actions
Following the Company’s November 27, 2018 announcement
that its Chairman and CEO Paolo Rocca had been included in an Argentine court investigation known as the Notebooks Case (a decision
subsequently reversed by a higher court), two putative class action complaints were filed in the U.S. District Court for the Eastern
District of New York. On April 29, 2019, the court consolidated the complaints into a single case, captioned “In re Tenaris
S.A. Securities Litigation”, and appointed lead plaintiffs and lead counsel. On July 19, 2019, the lead plaintiffs filed
an amended complaint purportedly on behalf of purchasers of Tenaris securities during the putative class period of May 1, 2014
through December 5, 2018. The individual defendants named in the complaint are Tenaris’s Chairman and CEO and Tenaris’s
former CFO. The complaint alleges that during the class period, the Company and the individual defendants inflated the Tenaris
share price by failing to disclose that sale proceeds received by Ternium (in which Tenaris held an 11.46% stake) when Sidor was
expropriated by Venezuela were received or expedited as a result of allegedly improper payments made to Argentine officials. The
complaint does not specify the damages that plaintiff is seeking. Defendants’ motions to dismiss are expected to be decided
during 2020. Management believes the Company has meritorious defenses to these claims; however, at this stage the Company cannot
predict the outcome of the claim or the amount or range of loss in case of an unfavorable outcome.
§
Investigation concerning alleged price overcharges in Brazil
In 2018, two Brazilian subsidiaries of the Company were
notified of formal charges arising from a review by the Tribunal de Contas da Uniao (“TCU”) for alleged price overcharges
on goods supplied to Petróleo Brasileiro S.A- Petrobras under a supply contract. Both companies have already filed their
defenses. The estimated amount of this claim is BRL29.8 million (approximately $7.4
million). Tenaris believes, based on the advice of counsel and external consultants, that the prices charged under the Petrobras
contract do not result in overprices and that it is unlikely that the ultimate resolution of this matter will result in a material
obligation.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
25
|
Contingencies, commitments and restrictions on the distribution of profits (Cont.)
|
|
(i)
|
Contingencies (Cont.)
|
§
Administrative proceeding concerning Brazilian tax credits
Confab is a party to an administrative proceeding concerning
the recognition and transfer of tax credits for an amount allegedly exceeding the amount that Confab would have been entitled to
recognize and/or transfer. The proceeding resulted in the imposition of a fine against Confab representing approximately 75% of
the allegedly undue credits, which was appealed by Confab. On January 21, 2019, Confab was notified of an administrative decision
denying Confab’s appeal, thereby upholding the tax determination and the fine against Confab. On January 28, 2019, Confab
challenged such administrative decision and is currently awaiting a resolution. In case of an unfavorable resolution, Confab may
still appeal before the courts. The estimated amount of this claim is BRL56.8 million (approximately $14.1 million). At this
stage, the Company cannot predict the outcome of this claim.
§
U.S. Patent infringement litigation
Tenaris Coiled Tubes, LLC (“TCT”), a U.S.
subsidiary of the Company, was sued on 2017 by its competitor Global Tubing, alleging violations to certain intellectual property
regulations and seeking a declaration that certain Global Tubing products do not infringe patents held by TCT. TCT filed a counterclaim
seeking declaration that certain Global Tubing products infringe patents held by TCT, and Global Tubing responded alleging
that such patents should be invalidated. On December 13, 2019, Global Tubing filed an amended complaint (including the Company
as defendant) and alleging that TCT and the Company misled the patent office in order to monopolize the coiled tubing market for
quench and tempered products. Trial is set for August of 2021. At this time, the Company cannot predict the outcome of this matter
or estimate the range of potential losses that may result from resolution of this claim.
§
Tax assessment from Italian Tax Authorities
Tenaris’s Italian subsidiary Dalmine received on
December 27, 2019, a tax assessment from the Italian tax authorities related to fiscal year 2014. As of December 31, 2019, the
claim amounted to approximately EUR25 million (approximately $28 million), comprising EUR20.7 million (approximately $23.2 million)
in principal and EUR4.3 million (approximately $4.8 million) in interest and penalties. In the report for a tax audit conducted
in 2019, the Italian tax inspectors indicated that they also intend to bring claims for fiscal year 2015 with respect to the same
matters; as of December 31, 2019, these additional claims would amount to approximately EUR10.3 million (approximately $11.6 million),
comprising EUR8.1 million (approximately $9.1 million) in principal and EUR2.2 million (approximately $2.5 million) in interest
and penalties. The claims mainly refer to the compensation for certain intercompany transactions involving Dalmine in connection
with sales of products and R&D activities. Based on the counsel’s advice, Tenaris believes that it is unlikely that the
ultimate resolution of these matters will result in a material obligation.
|
(ii)
|
Commitments and guarantees
|
Set forth is a description of Tenaris’s main outstanding commitments:
|
§
|
A Tenaris company entered into a contract with Transportadora de Gas del Norte S.A. for the service
of natural gas transportation to the facilities of Siderca, an Argentine subsidiary of Tenaris. As of December 31, 2019, the aggregate
commitment to take or pay the committed volumes for a 9-year term totaled approximately $27.4 million.
|
|
§
|
Several Tenaris companies entered into a contract with Praxair S.A. for the service of oxygen and
nitrogen supply. As of December 31, 2019, the aggregate commitment to take or pay the committed volumes for a 14-year term totalled
approximately $53.7 million.
|
|
§
|
Several Tenaris companies entered into a contract with Graftech for the supply of graphite electrodes. As of December 31, 2019,
the aggregate commitment to take or pay the committed volumes totalled approximately $26.8 million.
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
25
|
Contingencies, commitments and restrictions on the distribution of profits (Cont.)
|
|
(ii)
|
Commitments and guarantees (Cont.)
|
|
§
|
A Tenaris company entered into a 25-year contract (effective as of December 1, 2016, through December
1, 2041) with Techgen for the supply of 197 MW (which represents 22% of Techgen’s capacity). Monthly payments are determined
on the basis of capacity charges, operation costs, back-up power charges, and transmission charges. As of the seventh contract
year (as long as Techgen’s existing or replacing bank facility has been repaid in full), the Tenaris company has the right
to suspend or early terminate the contract if the rate payable under the agreement is higher than the rate charged by the Comisión
Federal de Electricidad (“CFE”) or its successors. The Tenaris company may instruct Techgen to sell to any affiliate,
to CFE, or to any other third party all or any part of unused contracted energy under the agreement and the Tenaris company will
benefit from the proceeds of such sale.
|
|
§
|
A Tenaris company entered into a contract with Vale International S.A. for the supply of iron ore,
for which it is committed to purchase at least 70% of its annual iron ore needs, up to 770 thousand tons of pellets annually. The
contract expires on December 31, 2020. The aggregate commitment amounts to approximately $33.6 million.
|
|
§
|
A Tenaris company entered into a contract with Canadian National Railway for the service of rail
transportation from its raw material supplier to its Canadian production center. The total commitment ending June 30, 2020
is $18.9 million.
|
|
§
|
A Tenaris company entered into a contract with Air Liquide Mexico, S. de R.L de C.V. for the supply
of argon gas. As of December 31, 2019, the aggregate commitment totaled approximately $21.2 million.
|
|
§
|
A Tenaris company is a party to a contract with Nucor Steel Memphis Inc. under which it is committed
to purchase on a monthly basis a minimum volume of steel bars at prices that will be adjusted quarterly by the parties. The contract
will become effective in January 2020 and will be in force until December 2022. As of December 31, 2019, the estimated aggregate
contract amount through December 31, 2022, calculated at current prices, is approximately $107.1 million.
|
Additionally Tenaris has issued performance guarantees mainly related to long term commercial
contracts with several customers and parent companies guarantees for approximately $2.5 billion.
(iii) Restrictions
to the distribution of profits and payment of dividends
In accordance with Luxembourg Law, the Company is required to transfer
a minimum of 5% of its net profit for each financial year to a legal reserve until such reserve equals 10% of the issued share
capital.
As of December 31, 2019, this reserve is fully allocated and additional
allocations to the reserve are not required under Luxembourg law. Dividends may not be paid out of the legal reserve.
The Company may pay dividends to the extent, among other conditions,
that it has distributable retained earnings calculated in accordance with Luxembourg law and regulations.
|
26
|
Agreement to build a welded pipe plant in West Siberia
|
On February
5, 2019 Tenaris entered into an agreement with PAO Severstal
to build a welded pipe plant to produce OCTG products in the Surgut area, West Siberia, Russian Federation. Tenaris holds a 49%
interest in the company, while PAO Severstal owns the remaining 51%. The regulatory approvals and other customary conditions have
been already obtained. The plant, which is estimated to require an investment of $280 million, is planned to have an annual production
capacity of 300,000 tons. During the period, Tenaris contributed approximately $19.6 million in the project.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
Acquisition of Saudi Steel Pipe Company
§
Acquisition
On January 21, 2019, Tenaris acquired 47.79% of the shares of SSP,
a welded steel pipes producer listed on the Saudi stock market, for a total amount of SAR530 million (approximately $141 million).
The amount was paid with Tenaris cash in hand. SSP’s facilities are located in the Eastern Province of the Kingdom of Saudi
Arabia and have a manufacturing capacity of 360,000 tons per year. SSP started its operations in 1980 and serves energy industrial
and commercial segments, is qualified to supply products with major national oil companies in the region.
Upon closing of the acquisition, four Tenaris’s nominees were
appointed as new members of the SSP’s board of directors and a Tenaris senior executive was appointed as managing director
and chief executive officer of SSP. Such appointment was ratified at the shareholders meeting of SSP held on May 7, 2019, where
the shareholders also approved the reappointment of the Tenaris’s nominees until June 6, 2022.
The Company has begun consolidating SSP’s balances and results
of operations as from January 21, 2019.
|
§
|
Fair value of net assets acquired
|
The application of the purchase method requires certain estimates
and assumptions specially concerning the determination of the fair values of the acquired intangible assets and property, plant
and equipment as well as the liabilities assumed at the date of the acquisition. The fair values determined at the acquisition
date are based mainly on discounted cash flows and other valuation techniques.
The allocation of the fair values determined for the assets and liabilities arising from
the acquisition is as follows:
Fair value of acquired assets and liabilities:
|
|
SAR million
|
|
$ million
|
|
|
|
|
|
Property, Plant and Equipment
|
|
|
671
|
|
|
|
179
|
|
Customer relationship
|
|
|
305
|
|
|
|
81
|
|
Investment in associated
|
|
|
77
|
|
|
|
21
|
|
Working capital
|
|
|
167
|
|
|
|
45
|
|
Cash and Cash Equivalents
|
|
|
32
|
|
|
|
9
|
|
Other Receivables
|
|
|
11
|
|
|
|
3
|
|
Borrowings
|
|
|
(304
|
)
|
|
|
(81
|
)
|
Employees end of service benefits
|
|
|
(59
|
)
|
|
|
(16
|
)
|
Deferred Tax Liabilities
|
|
|
(47
|
)
|
|
|
(13
|
)
|
Net assets acquired
|
|
|
853
|
|
|
|
228
|
|
Tenaris acquired 47.79% of total assets and liabilities shown above,
approximately $109 million. As of the result of the acquisition, the Company recognized a Goodwill of approximately $32.9 million.
Tenaris has chosen to recognize the non-controlling interest at the proportionate share of the acquiree’s net identifiable
assets.
The acquired business contributed revenues for $170.6 million with
a minor contribution to Tenaris’s margin for the period starting January 21, 2019 and ending December 31, 2019.
If the acquisition had occurred on January 1, 2019, consolidated
revenue and profit after tax would have not changed significantly.
The purchase price allocation has been done with
the assistance of a third party expert.
Acquisition of Garrett
In September 2017, Tenaris acquired 100% of Garrett (a pipe services
and trucking business) through the payment of a price of $10.4 million.
If the acquisition had occurred on January 1, 2017, Tenaris’s unaudited pro forma net sales and net income from continuing
operations would not have changed materially.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
|
|
|
Year ended December 31,
|
(i)
|
|
Changes in working capital
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
Inventories
|
|
|
311,459
|
|
|
|
(176,443
|
)
|
|
|
(804,415
|
)
|
|
|
|
Receivables and prepayments and Current tax assets
|
|
|
(34,368
|
)
|
|
|
30,144
|
|
|
|
(4,564
|
)
|
|
|
|
Trade receivables
|
|
|
428,326
|
|
|
|
(517,579
|
)
|
|
|
(259,375
|
)
|
|
|
|
Other liabilities
|
|
|
(18,295
|
)
|
|
|
(22,984
|
)
|
|
|
4,226
|
|
|
|
|
Customer advances
|
|
|
16,844
|
|
|
|
5,976
|
|
|
|
17,039
|
|
|
|
|
Trade payables
|
|
|
(180,857
|
)
|
|
|
(57,066
|
)
|
|
|
193,905
|
|
|
|
|
|
|
|
523,109
|
|
|
|
(737,952
|
)
|
|
|
(853,184
|
)
|
(ii)
|
|
|
Income tax accruals less payments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax accrued
|
|
|
202,452
|
|
|
|
229,207
|
|
|
|
(17,136
|
)
|
|
|
|
Taxes paid
|
|
|
(395,869
|
)
|
|
|
(170,713
|
)
|
|
|
(176,853
|
)
|
|
|
|
|
|
|
(193,417
|
)
|
|
|
58,494
|
|
|
|
(193,989
|
)
|
(iii)
|
|
|
Interest accruals less payments, net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest accrued
|
|
|
(4,616
|
)
|
|
|
(2,914
|
)
|
|
|
(20,534
|
)
|
|
|
|
Interest received
|
|
|
30,890
|
|
|
|
40,613
|
|
|
|
50,001
|
|
|
|
|
Interest paid
|
|
|
(30,655
|
)
|
|
|
(31,548
|
)
|
|
|
(17,917
|
)
|
|
|
|
|
|
|
(4,381
|
)
|
|
|
6,151
|
|
|
|
11,550
|
|
(iv)
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at banks, liquidity funds and short - term investments
|
|
|
1,554,299
|
|
|
|
428,361
|
|
|
|
330,221
|
|
|
|
|
Bank overdrafts
|
|
|
(24
|
)
|
|
|
(1,644
|
)
|
|
|
(131
|
)
|
|
|
|
|
|
|
1,554,275
|
|
|
|
426,717
|
|
|
|
330,090
|
|
|
29
|
Discontinued Operations
|
On December 15, 2016, Tenaris entered into an agreement with Nucor
Corporation (“NC”) pursuant to which it has sold to NC the steel electric conduit business in North America, known
as Republic Conduit for an amount of $328 million (net of transaction costs). The sale was completed on January 19, 2017, with
effect from January 20, 2017. The result of this transaction was an after-tax gain of $89.7 million, calculated as the net proceeds
of the sale less the book value of net assets held for sale, the corresponding tax effect and related expenses.
|
|
Year ended December 31,
|
|
|
2017
|
Income from discontinued operations
|
|
|
1,848
|
|
After tax gain on the sale of Conduit
|
|
|
89,694
|
|
Net Income for discontinued operations
|
|
|
91,542
|
|
Details of Conduit sale
Cash received
|
|
|
331,295
|
|
Transaction and other costs
|
|
|
(3,663
|
)
|
Carrying amount of net assets sold
|
|
|
(137,814
|
)
|
Gain on sale before income tax
|
|
|
189,817
|
|
Income tax expense on gain
|
|
|
(100,123
|
)
|
Gain on sale after income tax
|
|
|
89,694
|
|
The financial performances presented are relative to the 19 days of January 2017.
Analysis of the result of discontinued operations:
|
|
Year ended December 31,
|
|
|
2017
|
Revenues
|
|
|
11,899
|
|
Gross profit
|
|
|
4,496
|
|
Net income
|
|
|
1,848
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
29
|
Discontinued Operations (Cont.)
|
Summarized cash flow information is as follows:
|
|
2017
|
Cash at the beginning
|
|
|
18,820
|
|
Cash at the end
|
|
|
206
|
|
(Decrease) Increase in cash
|
|
|
(18,614
|
)
|
|
|
|
|
|
(Used in) provided by operating activities
|
|
|
(3,046
|
)
|
Provided by (used in) investing activities
|
|
|
32
|
|
Used in financing activities
|
|
|
(15,600
|
)
|
These amounts were estimated only for disclosure purposes, as cash
flows from discontinued operations were not managed separately from other cash flows.
The following table shows carrying amounts of assets and liabilities
as at the date of sale.
Current and non-current assets and liabilities of disposal group
|
|
At January 19, 2017
|
Non-current assets
|
|
|
87,332
|
|
Current assets
|
|
|
69,332
|
|
Total assets of disposal group classified as held for sale
|
|
|
156,664
|
|
Non-current liabilities
|
|
|
5,294
|
|
Current liabilities
|
|
|
13,556
|
|
Total liabilities of disposal group classified as held for sale
|
|
|
18,850
|
|
|
30
|
Related party transactions
|
As of December 31, 2019:
|
§
|
San Faustin S.A., a Luxembourg société anonyme (“San Faustin”), owned
713,605,187 shares in the Company, representing 60.45% of the Company’s capital and voting rights.
|
|
§
|
San Faustin owned all of its shares in the Company through its wholly-owned subsidiary Techint
Holdings S.à.r.l., a Luxembourg société à responsabilité limitée (“Techint”),
who is the holder of record of the above-mentioned Tenaris shares.
|
|
§
|
Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin, a private foundation
located in the Netherlands (Stichting) (“RP STAK”) held voting shares in San Faustin sufficient in number to control
San Faustin.
|
|
§
|
No person or group of persons controls RP STAK.
|
Based on the information most recently available to the Company, Tenaris’s directors
and senior management as a group owned 0.08% of the Company’s outstanding shares.
Transactions and balances disclosed as with “non-consolidated
parties” are those with companies over which Tenaris exerts significant influence or joint control in accordance with IFRS,
but does not have control. All other transactions and balances with related parties which are not non-consolidated parties and
which are not consolidated are disclosed as “Other”. The following transactions were carried out with related parties:
|
(all amounts in thousands of U.S. dollars)
|
|
Year ended December 31,
|
|
|
|
2019
|
|
2018
|
|
2017
|
(i)
|
Transactions
|
|
|
|
|
|
(a) Sales of goods and services
|
|
|
|
|
|
|
|
Sales of goods to non-consolidated parties
|
|
|
20,577
|
|
|
|
23,709
|
|
|
|
32,362
|
|
|
Sales of goods to other related parties
|
|
|
69,972
|
|
|
|
131,548
|
|
|
|
94,624
|
|
|
Sales of services to non-consolidated parties
|
|
|
5,620
|
|
|
|
7,641
|
|
|
|
11,637
|
|
|
Sales of services to other related parties
|
|
|
4,386
|
|
|
|
5,647
|
|
|
|
3,751
|
|
|
|
|
|
100,555
|
|
|
|
168,545
|
|
|
|
142,374
|
|
|
(b) Purchases of goods and services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchases of goods to non-consolidated parties
|
|
|
174,588
|
|
|
|
245,186
|
|
|
|
234,361
|
|
|
Purchases of goods to other related parties
|
|
|
51,765
|
|
|
|
106,624
|
|
|
|
17,711
|
|
|
Purchases of services to non-consolidated parties
|
|
|
9,404
|
|
|
|
9,556
|
|
|
|
12,077
|
|
|
Purchases of services to other related parties
|
|
|
54,514
|
|
|
|
46,179
|
|
|
|
50,794
|
|
|
|
|
|
290,271
|
|
|
|
407,545
|
|
|
|
314,943
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
30
Related party transactions (Cont.)
|
(all amounts in thousands of U.S. dollars)
|
|
At December 31,
|
|
|
|
2019
|
|
2018
|
(ii)
|
Period-end balances
|
|
|
|
|
|
(a) Arising from sales / purchases of goods / services
|
|
|
|
|
|
Receivables from non-consolidated parties
|
|
|
78,884
|
|
|
|
122,136
|
|
|
Receivables from other related parties
|
|
|
10,400
|
|
|
|
24,419
|
|
|
Payables to non-consolidated parties
|
|
|
(19,100
|
)
|
|
|
(33,197
|
)
|
|
Payables to other related parties
|
|
|
(7,048
|
)
|
|
|
(17,595
|
)
|
|
|
|
|
63,136
|
|
|
|
95,763
|
|
|
|
|
|
|
|
|
|
|
|
|
(b) Financial debt
|
|
|
|
|
|
|
|
|
|
Finance lease liabilities from non-consolidated parties
|
|
|
(2,064
|
)
|
|
|
-
|
|
|
|
|
|
(2,064
|
)
|
|
|
-
|
|
In addition
to the tables above, Tenaris issued various guarantees and is party to a commitment in favor of Techgen: for further details, please
see note 12(c) and 25(ii). No other material guarantees were issued in favor of other related parties.
Directors’ and senior
management compensation
During the years ended December 31, 2019, 2018 and 2017, the cash
compensation of Directors and Senior managers amounted to $33.7 million, $33.7 million and $45.8 million respectively. These amounts
include cash benefits paid to certain senior managers in connection with the pre-existing retirement plans. In addition, Directors
and Senior managers received 468, 558 and 484 thousand units for a total amount of $4.8 million, $5.6 million and $4.7 million
respectively in connection with the Employee retention and long term incentive program mentioned in Note O Employee benefits –
Other long term benefits.
|
31
|
Fees paid to the Company's principal accountant
|
Total fees accrued for professional services rendered by PwC Network
firms to Tenaris S.A. and its subsidiaries are detailed as follows:
(all amounts in thousands of U.S. dollars)
|
|
Year ended December 31,
|
|
|
2019
|
|
2018
|
|
2017
|
Audit fees
|
|
|
3,846
|
|
|
|
3,841
|
|
|
|
3,995
|
|
Audit-related fees
|
|
|
50
|
|
|
|
43
|
|
|
|
88
|
|
Tax fees
|
|
|
7
|
|
|
|
-
|
|
|
|
23
|
|
All other fees
|
|
|
1
|
|
|
|
7
|
|
|
|
30
|
|
Total
|
|
|
3,904
|
|
|
|
3,891
|
|
|
|
4,136
|
|
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
32
|
Principal subsidiaries
|
The following is a list of Tenaris’s principal subsidiaries
and its direct and indirect percentage of ownership of each controlled company at December 31, 2019.
Company
|
Country of
Incorporation
|
Main activity
|
Percentage of ownership at
December 31, (*)
|
|
|
|
2019
|
2018
|
2017
|
ALGOMA TUBES INC.
|
Canada
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
CONFAB INDUSTRIAL S.A. and subsidiaries
|
Brazil
|
Manufacturing of welded steel pipes and capital goods
|
100%
|
100%
|
100%
|
DALMINE S.p.A.
|
Italy
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
HYDRIL COMPANY and subsidiaries (except detailed) (a)
|
USA
|
Manufacture and marketing of premium connections
|
100%
|
100%
|
100%
|
KAZAKHSTAN PIPE THREADERS LIMITED LIABILITY PARTNERSHIP
|
Kazakhstan
|
Threading of premium products
|
100%
|
100%
|
100%
|
MAVERICK TUBE CORPORATION and subsidiaries
|
USA
|
Manufacturing of welded steel pipes
|
100%
|
100%
|
100%
|
NKKTUBES
|
Japan
|
Manufacturing of seamless steel pipes
|
51%
|
51%
|
51%
|
P.T. SEAMLESS PIPE INDONESIA JAYA
|
Indonesia
|
Manufacturing of seamless steel products
|
89%
|
89%
|
89%
|
PRUDENTIAL STEEL LTD.
|
Canada
|
Manufacturing of welded steel pipes
|
100%
|
100%
|
100%
|
S.C. SILCOTUB S.A.
|
Romania
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
SAUDI STEEL PIPE CO.
|
Saudi Arabia
|
Manufacturing of welded steel pipes
|
48%
|
NA
|
NA
|
SIAT SOCIEDAD ANONIMA
|
Argentina
|
Manufacturing of welded and seamless steel pipes
|
100%
|
100%
|
100%
|
SIDERCA SOCIEDAD ANONIMA INDUSTRIAL Y COMERCIAL and subsidiaries
|
Argentina
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
TALTA - TRADING E MARKETING SOCIEDADE UNIPESSOAL LDA.
|
Portugal
|
Holding Company
|
100%
|
100%
|
100%
|
TENARIS BAY CITY, INC.
|
USA
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
TENARIS CONNECTIONS BV
|
Netherlands
|
Development, management and licensing of intellectual property
|
100%
|
100%
|
100%
|
TENARIS FINANCIAL SERVICES S.A.
|
Uruguay
|
Financial company
|
100%
|
100%
|
100%
|
TENARIS GLOBAL SERVICES (CANADA) INC.
|
Canada
|
Marketing of steel products
|
100%
|
100%
|
100%
|
TENARIS GLOBAL SERVICES (U.S.A.) CORPORATION
|
USA
|
Marketing of steel products
|
100%
|
100%
|
100%
|
TENARIS GLOBAL SERVICES (UK) LTD
|
United Kingdom
|
Holding company and marketing of steel products
|
100%
|
100%
|
100%
|
TENARIS GLOBAL SERVICES S.A. and subsidiaries (except detailed) (b)
|
Uruguay
|
Holding company and marketing of steel products
|
100%
|
100%
|
100%
|
TENARIS INVESTMENTS (NL) B.V.
|
Netherlands
|
Holding company
|
100%
|
NA
|
NA
|
TENARIS INVESTMENTS S.àr.l.
|
Luxembourg
|
Holding company
|
100%
|
100%
|
100%
|
TENARIS INVESTMENTS SWITZERLAND AG and subsidiaries
|
Switzerland
|
Holding company
|
100%
|
100%
|
100%
|
TENARIS TUBOCARIBE LTDA.
|
Colombia
|
Manufacturing of welded and seamless steel pipes
|
100%
|
100%
|
100%
|
TUBOS DE ACERO DE MEXICO, S.A.
|
Mexico
|
Manufacturing of seamless steel pipes
|
100%
|
100%
|
100%
|
(*) All percentages rounded.
(a) Tenaris Investments S.à.r.l. holds 100% of Hydril's subsidiaries
shares except for Technical Drilling & Production Services Nigeria. Ltd where it holds 80%.
(b) Tenaris Investments S.à.r.l holds 97,5% of Tenaris Supply
Chain S.A. and 40% of Tubular Technical Services Ltd. and Pipe Coaters Nigeria Ltd., 49% of Amaja Tubular Services Limited, 49%
Tubular Services Angola Lda.
|
33
|
Nationalization of Venezuelan Subsidiaries
|
In May 2009, within the framework of Decree Law 6058, Venezuela’s
President announced the nationalization of, among other companies, the Company's majority-owned subsidiaries TAVSA - Tubos de Acero
de Venezuela S.A. (“Tavsa”) and, Matesi Materiales Siderúrgicos S.A (“Matesi”), and Complejo Siderúrgico
de Guayana, C.A (“Comsigua”), in which the Company has a non-controlling interest (collectively, the “Venezuelan
Companies”). Tenaris and its wholly-owned subsidiary, Talta - Trading e Marketing Sociedad Unipessoal Lda (“Talta”),
initiated arbitration proceedings against Venezuela before the ICSID in Washington D.C. in connection with these nationalizations.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
33
|
Nationalization of Venezuelan Subsidiaries (Cont.)
|
Matesi
On January 29, 2016, the tribunal released its award on the arbitration
proceeding concerning the nationalization of Matesi. The award upheld Tenaris’s and Talta’s claim that Venezuela had
expropriated their investments in Matesi in violation of Venezuelan law as well as the bilateral investment treaties entered into
by Venezuela with the Belgium-Luxembourg Economic Union and Portugal. The award granted compensation in the amount of $87.3 million
for the breaches and ordered Venezuela to pay an additional amount of $85.5 million in pre-award interest, aggregating to a total
award of $172.8 million, payable in full and net of any applicable Venezuelan tax, duty or charge. The tribunal granted Venezuela
a grace period of six months from the date of the award to make payment in full of the amount due without incurring post-award
interest, and resolved that if no, or no full, payment is made by then, post-award interest will apply at the rate of 9% per annum
compounded at six-monthly rests from the date of the award until payment in full. As of December 31, 2019, post-award interest
amounted to approximately $71 million.
On March 14, 2016, Venezuela requested the rectification of the
award pursuant to article 49(2) of the ICSID Convention and ICSID Arbitration Rule 49. The tribunal denied Venezuela’s request
on June 24, 2016, ordering Venezuela to reimburse Tenaris and Talta for their costs incurred in connection with the rectification
proceedings. On September 21, 2016, Venezuela submitted a request for annulment of the award as well as the stay of enforcement
of the award in accordance with the ICSID Convention and Arbitration Rules. On March 24, 2017, an ad hoc committee constituted
to decide on Venezuela´s requests rendered its decision to lift the stay of enforcement of the award. On August 8, 2018,
the ad hoc committee rejected Venezuela’s application to annul the award.
On June 8, 2018, Tenaris and Talta filed an action in federal
court in the District of Columbia to recognize and enforce the award. Tenaris and Talta have effected service on Venezuela in
accordance with US law, and Venezuela has failed to file an answer in the proceeding. Tenaris and Talta have moved for
default judgment. Venezuela did not oppose the entry of default judgment. Accordingly, it is expected that the award
will be converted into a judgment. The judgment, however, may not be enforced in the U.S. to the extent prohibited by the
Venezuelan sanctions regulations issued by the U.S. Treasury Department’s Office of Foreign Assets Control.
Tavsa and Comsigua
On December 12, 2016, the tribunal issued its award upholding Tenaris’s
and Talta’s claim that Venezuela had expropriated their investments in Tavsa and Comsigua in violation of the bilateral investment
treaties entered into by Venezuela with the Belgium-Luxembourg Economic Union and Portugal. The award granted compensation in the
amount of $137 million and ordered Venezuela to reimburse Tenaris and Talta $3.3 million in legal fees and ICSID administrative
costs. In addition, Venezuela was ordered to pay interest from April 30, 2008 until the day of effective payment at a rate equivalent
to LIBOR + 4% per annum, which as of December 31, 2019 amounted to approximately $118 million.
On April 11, 2017, Venezuela submitted a request for annulment of
the award as well as the stay of enforcement of the award in accordance with the ICSID Convention and Arbitration Rules. On February
23, 2018, an ad hoc committee constituted to decide on Venezuela’s requests rendered its decision to lift the stay of enforcement
of the award. On December 28, 2018, the ad hoc committee rejected Venezuela’s application to annul the award.
On June 8, 2018, Tenaris and Talta filed an action in federal court
in the District of Columbia to recognize and enforce the award. Tenaris and Talta have effected service on Venezuela in accordance
with US law, and Venezuela has failed to file an answer in the proceeding. Tenaris and Talta have moved for default judgment. Venezuela
did not oppose the entry of default judgment. Accordingly, it is expected that the award will be converted into a judgment. The
judgment, however, may not be enforced in the U.S. to the extent prohibited by the Venezuelan sanctions regulations issued by the
U.S. Treasury Department’s Office of Foreign Assets Control.
As of December 31, 2019, Tenaris or its subsidiaries have net receivables
related to its interest in the Venezuelan Companies for a total amount of approximately $49 million. See Note III.B.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
34
|
Delisting of Tenaris’s shares from the Buenos Aires stock exchange
|
On July 29, 2019, the General Shareholders Meeting approved the
delisting of the Company’s shares from the Buenos Aires stock exchange, Bolsas y Mercados Argentinos S.A. (“BYMA”),
through a voluntarily withdrawal from listing of the Argentine National Securities Commission (Comisión Nacional de Valores,
or “CNV”) pursuant to Article 32, clause c), Section VIII, Chapter II of Title III of the rules (Normas) of the CNV,
which permits the Company to delist from BYMA without making a delisting public tender offer. On September 19, 2019, the CNV authorized
the delisting of the Company’s shares in Argentina, and such delisting became effective as of the close of business on October
10, 2019.
Although shareholders holding shares through Caja de Valores S.A.
(“CVSA”) on June 11, 2019 who were absent from the General Shareholders Meeting were entitled to appraisal rights provided
pursuant to article 22 of the Company’s articles of association, no shareholder eligible to do so exercised such right.
Acquisition of IPSCO Tubulars, Inc.
On January 2, 2020, Tenaris acquired 100% of the shares of IPSCO Tubulars,
Inc. (“IPSCO”), a U.S. manufacturer of steel pipes, from PAO TMK (“TMK”). The acquisition price was determined
on a cash-free, debt-free basis, and the amount paid in cash at the closing, following contractual adjustments for cash, indebtedness,
working capital and certain other items as estimated by the seller as of the closing date, was $1,067 million. The final acquisition
price is subject to a contractual true-up adjustment based on actual amounts of cash, indebtedness, working capital and certain
other items as of the closing date.
IPSCO’s facilities are located mainly in the midwestern and
northeastern regions of the country. IPSCO’s steel shop in Koppel, Pennsylvania, is Tenaris’s first in the United States,
providing vertical integration through domestic production of a relevant part of its steel bar needs. Its Ambridge, Pennsylvania,
mill adds a second seamless manufacturing facility and complements Tenaris’s seamless plant in Bay City, Texas.
In connection with the closing of the transaction, the parties entered
into a 6-year master distribution agreement (the “MDA”) whereby, beginning on January 2, 2020, Tenaris will be the
exclusive distributor of TMK’s OCTG and line pipe products in United States and Canada. At the end of the MDA’s 6-years
term, TMK will have the option to extend the duration of its term for an additional 12 months. Under the MDA, Tenaris is required
to purchase specified minimum volumes of TMK-manufactured OCTG and line pipe products.
The Company will begin consolidating IPSCO’s balances and
results of operations as from January 2, 2020. The Company has retained a third party expert to estimate the purchase price allocation.
As of the date of publication of these Consolidated Financial Statements, the purchase price allocation is still in progress.
The short period of time between the acquisition date and the date
of approval of these Consolidated Financial Statements, as well as the considerable size and complexity of the acquired business,
makes it impracticable for the Company to provide all disclosures required by IFRS 3 applicable to a business combination that
occurred subsequent to year end.
Following the preparation of the initial purchase price allocation,
the Company will continue its review and will make any necessary adjustments during the following 12 months, in accordance with
IFRS 3.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
|
36
|
Update as of April 29, 20201
|
The COVID-19 pandemic and the oil &
gas crisis and their impact on Tenaris’s operations and financial condition
A novel strain of coronavirus (SARS-CoV-2) surfaced in China
in December 2019 and subsequently spread to the rest of the world in early 2020. In March 2020, the World Health Organization declared
COVID-19, the disease caused by the SARS-CoV-2 virus, a global pandemic. In response to the COVID-19 outbreak, countries have taken
different measures in relation to prevention and containment. For example, several countries introduced bans on business activities
or locked down cities or countries, including countries where Tenaris has operations (such as Argentina, China, Colombia, Italy,
Mexico and the United States). The rapid expansion of the virus and the measures taken to contain it have triggered a severe fall
in global economic activity and a serious crisis in the energy sector.
While the extent of the effects of COVID-19 on the global economy and oil demand were still
unclear, in March 2020, the members of OPEC+ (OPEC plus other major oil producers including Russia) did not agree to extend their
agreement to cut oil production and Saudi Arabia precipitated a wave of additional supply on the market triggering a collapse in
oil prices below $30 per barrel. This exacerbated what soon became clear was an unprecedented situation of oversupply, caused primarily
by the sudden and dramatic fall in oil consumption consequent to the measures taken to contain the spread of the virus around the
world. Although OPEC+ subsequently reached an equally unprecedented agreement to cut production by as much as 9.7 million barrels
per day, a situation of acute oversupply remains, causing oil prices to hit record lows. By the end of trading on April 20, 2020,
the West Texas Intermediate (WTI) forward price for delivery in May, which had to be closed out the following day, fell to a negative
value for the first time in history, as oil storage facilities were completely committed, and producers were forced to pay buyers
to take their barrels. It is not known how long it will take for oil and gas demand to recover or achieve a more balanced position
between supply and demand. As a result, prices are expected to remain at low levels for an extended period. In these circumstances,
most of our customers have announced, or are making, significant cuts to their investment plans and are likely to announce further
cuts. Similarly, several of our suppliers are closing, either temporarily or permanently, some of their facilities, which may result
in unavailability or increased prices for our raw materials and other inputs.
|
-
|
Status of our operations
|
We are adjusting our operations on a country-by-country basis to comply with applicable rules
and requirements and adapt to this new, rapidly evolving scenario. As of the date of these Consolidated Financial Statements, this
is the status of our facilities:
·
|
In China, we are again fully operational, after several weeks of interruption
and an extraordinary combined effort of our people and of our community.
|
·
|
In Italy, production was greatly reduced; although our Dalmine facility was used exclusively
for the manufacturing of oxygen tanks to aid local hospitals and health centers for a limited period of time, currently the facility
is gradually resuming normal operations. In Argentina, Colombia, Mexico and Saudi Arabia, Tenaris decreased its activity following
the imposition of mandatory lockdowns, and our plants in these countries are currently operating at reduced levels. Although the
lockdowns or restrictions to operate in these countries are expected to end or be relaxed in the next few weeks, these could be
extended and/or made more stringent if so decided by the appropriate authorities as the circumstances could require.
|
·
|
In the United States, our facilities in Koppel and Ambridge (PA), Brookfield (OH), Blytheville
(AR), Wilder (KY), and Odessa and Baytown (TX), have been or will be temporarily closed until market conditions improve. In addition,
Tenaris is in the process of performing employee reductions and adjusting production levels at its other facilities in line with
market demand.
|
In order to safeguard the health and safety of its employees, customers and suppliers, Tenaris
has taken preventive measures, including remote working for the majority of white collar employees, restricting onsite access to
essential operational personnel, keeping personnel levels at a minimum, implementing a special operations protocol to ensure social
distancing and providing medical assistance and supplies to onsite employees. As of the date of these Consolidated Financial Statements,
remote work and other work arrangements have not materially adversely affected Tenaris’s ability to conduct operations. In
addition, these alternative working arrangements have not adversely affected our financial reporting systems, internal control
over financial reporting or disclosure controls and procedures.
1
This note was added subsequent to the approval of these Consolidated Financial Statements by the Company’s Board of Directors
on February 19, 2020.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
36
|
Update as of April 29, 2020 (Cont.)
|
The COVID-19 pandemic and the oil &
gas crisis and their impact on Tenaris’s operations and financial condition (Cont.)
|
-
|
Risks associated with the COVID-19 pandemic and the oil & gas crisis
|
Given the uncertainty around the extent and timing of the future
spread of the SARS-CoV-2 virus and the unprecedented extent of the oversupply on the oil market and the uncertainty about the timing
and extent of any recovery in demand, it is not possible at this time to predict the full magnitude of the adverse effects that
these two circumstances will have on our industry generally, nor to reasonably estimate the impact on Tenaris’s results of
operations, cash flows or financial condition.
The COVID-19 pandemic and the ongoing oil & gas crisis poses
the following main risks and challenges to Tenaris:
·
|
Global oil or gas demand may fail to recover or even decrease further in the future, driving
down prices even more or keeping them at very low levels, which would exert downward pressure on sales and margins of oil and gas
companies, leading to further reductions and even generalized suspension of drilling activities (in the U.S. or elsewhere) and,
as a result, materially adversely affecting our sales and financial position.
|
·
|
Tenaris or its employees, contractors, suppliers, customers and other
business partners may be prevented from conducting certain business activities for a prolonged or indefinite period of time. In
addition, employees in some or all of our facilities, or those of our contracts, suppliers, customers or other business partners,
may refuse to work due to health concerns while the COVID-19 outbreak is ongoing, If that happens, the continuity of our future
operations may be severely affected.
|
·
|
A continuing spread of COVID-19 may affect the availability and price of raw materials, energy
and other inputs used by Tenaris in its operations. Any such disruption or increased prices could adversely affect Tenaris’s
profitability.
|
In order to mitigate the impact of expected lower sales, Tenaris is working on a worldwide
rightsizing program and cost containment plan aimed at preserving its financial resources and overall liquidity position and maintaining
the continuity of its operations. The actions include:
|
·
|
Adjusting the level of our operations
and workforce around the world, including through the temporary closure of certain U.S. facilities or production lines, as indicated
above;
|
|
·
|
Introducing efficiency and productivity
improvements throughout Tenaris’s industrial system;
|
|
·
|
Downsizing our fixed cost structure, including
through pay reductions for senior management and board members, aggregating estimated total annual savings of approximately $220
million by year-end;
|
|
·
|
Reducing capital expenditures and R&D
expenses for approximately $150 million when compared to 2019 levels;
|
|
·
|
Reducing working capital, especially inventories,
in accordance with the expected levels of activity; and
|
|
·
|
Increasing our focus on managing customer
credit conditions.
|
As part of these liquidity preservation initiatives, the board
of directors resolved to propose, for approval by the Annual Shareholders Meeting to be held on June 2, 2020, that no further dividends
be distributed in respect of fiscal year 2019 on top of the interim dividend of approximately $153 million already paid in November
2019.
As of the date of these Consolidated Financial Statements, our capital and financial resources,
and overall liquidity position, have not been materially affected by this new scenario. Tenaris has in place non-committed credit
facilities and management believes it has adequate access to the credit markets. In addition, Tenaris has a net cash position of
approximately $271 million as of the end of March 2020 and a manageable debt amortization schedule. Considering our financial position
and the funds provided by operating activities, management believes that we have sufficient resources to satisfy our current working
capital needs, service our debt and address short-term changes in business conditions.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
36
|
Update as of April 29, 2020 (Cont.)
|
Acquisition of IPSCO Tubulars, Inc.
On March 16, 2020, Tenaris delivered, for
TMK’s review, a closing statement prepared in accordance with the acquisition agreement, including Tenaris’s calculation
of the closing price based on actual amounts of cash, indebtedness, working capital and certain other items as of the closing date. In
case of disagreement, the parties are expected to engage in good-faith negotiations to solve any discrepancies. If the parties
cannot resolve the disputed amounts, the discrepancies must be submitted to and resolved by an independent accounting firm.
|
(ii)
|
Purchase Price Allocation
|
As at March 31, 2020, the preliminary purchase
price allocation was carried out with the assistance of a third-party expert.
The application of the purchase method requires certain estimates
and assumptions, including estimates and assumptions concerning the determination of the fair values of the acquired intangible
assets and property, plant and equipment as well as the liabilities assumed at the date of the acquisition. The fair values determined
at the acquisition date are based mainly on discounted cash flows and other valuation techniques.
The preliminary allocation of the fair values determined for
the assets and liabilities arising from the acquisition is as follows:
Fair value of acquired assets and liabilities:
|
|
$ million
|
Property, Plant and Equipment
|
|
|
506
|
|
Intangible assets
|
|
|
170
|
|
Working capital
|
|
|
144
|
|
Cash and Cash Equivalents
|
|
|
4
|
|
Other assets
|
|
|
46
|
|
Borrowings
|
|
|
(53
|
)
|
Provisions
|
|
|
(27
|
)
|
Other liabilities
|
|
|
(77
|
)
|
Deferred tax liabilities
|
|
|
(3
|
)
|
Net assets acquired
|
|
|
710
|
|
Tenaris acquired total assets and liabilities shown above, for
approximately $1,067 million. As a result of the acquisition, the Company recognized goodwill for approximately $357 million. The
goodwill is not expected to be deductible for tax purposes.
The goodwill generated by the acquisition is mainly attributable
to the synergy created following the integration between Tenaris and IPSCO, which is expected to enhance Tenaris’s position
as well as its local manufacturing presence in the U.S. market, and also expand its product range and services capabilities. The
goodwill has been allocated to the Tubes segment. After the conclusion of the preliminary purchase price allocation determination
and as a consequence of the unprecedented decline in oil prices and other changes in circumstances, the management has decided
to impair the goodwill mentioned above.
Following IFRS 3, the Company will continue
reviewing the allocation and make any necessary adjustments (mainly over property, plant and equipment and intangible assets) during
the twelve months following the acquisition date.
Acquisition-related costs of $9.7 million were included in general
and administrative expenses ($9.4 million and $ 0.3 million in 2019 and 2020 respectively).
|
(iii)
|
Temporary suspension of operations at certain facilities
|
Given the abrupt and steep decline in market demand, the facilities
in Koppel and Ambridge (PA), Brookfield (OH), Blytheville (AR), Wilder (KY), and Odessa and Baytown (TX), were temporarily closed
until market conditions improve.
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
|
36
|
Update as of April 29, 2020 (Cont.)
|
Impairment of Assets
As a result of the severe deterioration of business conditions
and in light of the presence of impairment indicators for its U.S. operations, Tenaris recorded impairment charges as of March
31, 2020, in the carrying values of goodwill and other asset values at the cash-generating units OCTG USA (Maverick), IPSCO, Rods
USA and Coiled Tubing, for an aggregate amount of approximately $622 million.
These Consolidated Financial Statements do not reflect these
impairment charges.
Closure of facilities at JFE’s
Keihin steel complex
Our seamless pipe manufacturing facility in Asia, operated by NKKTubes,
is located in Kawasaki, Japan, in the Keihin steel complex owned by JFE. Steel bars and other essential inputs and services for
NKKTubes are supplied under a long-term agreement by JFE, which retains a 49% interest in NKKTubes. On March 27, 2020, JFE informed
Tenaris of its decision to permanently cease, as from JFE’s fiscal year ending March 2024, the operations of certain of its
steel manufacturing facilities and other facilities located at the Keihin complex. The closure of JFE’s Keihin facilities
may result in the unavailability of steel bars and other essential inputs or services used in NKKTubes’ manufacturing process,
thereby affecting its operations. Tenaris and JFE have agreed to engage in discussions to seek mutually acceptable solutions.
Annual Dividend Proposal
On April 29, 2020, the Company’s board of directors resolved to propose, for approval
by the annual shareholders meeting to be held on June 2, 2020, that no further dividends be distributed in respect of fiscal year
2019 beyond the interim dividend of approximately $153 million already paid in November 2019. For a discussion of the rationale
behind the dividend proposal, see “The COVID-19 pandemic and the oil & gas crisis and their impact on Tenaris’s
operations and financial condition” included in this note.
Alicia
Móndolo
Chief Financial
Officer
Tenaris S.A. Consolidated Financial Statements for the years ended December 31, 2019, 2018 and 2017
EXHIBIT INDEX
|
*
|
The Updated and Consolidated Articles of Association
is incorporated by reference to Exhibit 1.1 on Form 20-F filed by Tenaris S.A. on April 3, 2019 (File No. 001-31518).
|
|
**
|
The Amended and Restated
Deposit Agreement is incorporated by reference to the Registration Statement on Form
F-6 filed by Tenaris S.A. on February 25, 2013 (File No. 333-186825).
|
SIGNATURES
The registrant hereby certifies that it meets all the requirements
for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
|
|
|
April 30, 2020
|
TENARIS S.A.
|
|
|
|
|
By
|
/s/ Alicia Móndolo
|
|
|
Name:
|
Alicia Móndolo
|
|
Title:
|
Chief Financial Officer
|
Tenaris SA Luxembourg (PK) (USOTC:TNRSF)
過去 株価チャート
から 11 2024 まで 12 2024
Tenaris SA Luxembourg (PK) (USOTC:TNRSF)
過去 株価チャート
から 12 2023 まで 12 2024