Legal Risks

Changes in tax legislation and tax system

TMK subsidiaries make significant tax payments, in particular, profit tax, VAT, social and pension payments and property tax. Changes in tax legislation could lead to an increase in tax payments and, as a result, to a lowering of the Company’s financial results. As significant part of TMK operations is located in Russia, the main risks relate to changes in the legislation of the Russian tax system. The Russian Government continually reviews the Russian tax system and passes a number of laws to carry out tax reforms. The new laws generally reduce the number of taxes and the overall tax burden on business while simplifying tax legislation. For example, since 2009, profit tax in Russia was reduced from 24% to 20%. Despite measures to improve the tax system, tax legislation continues to give wide latitude to local tax authorities and leaves a multitude of unresolved problems which may have a negative effect on TMK operating results.

In 2010 the Russian government returned to the system of separate contributions by employers to the state pension, medical insurance and social insurance funds, which are payable in connection with employee salaries. Starting on 1 January 2011, the applicable rate for social contributions increased from 26% to 34%. As a result of these changes, from 2011 the total costs of social contributions for TMK in Russia are expected to increase.

In 2010, Russia recorded a federal budget deficit, and according to Russia’s Finance Ministry forecasts the budget will remain deficit in 2011, in spite of cuttings and improvements in the effectiveness of budget spending. Should the Russian government increase tax burden on corporate sector to finance the budget deficit, the Company can be subject to higher tax payments in the future, which may adversely affect TMK financial results.

In addition, the Russian oil industry is subject to substantial taxes, including significant resources production taxes and significant export customs duties. Changes to the tax regime and customs duties rates may adversely affect the level of oil and gas exploration and development in Russia, which can adversely affect demand for TMK products sold in Russia.

Changes in environmental law

TMK meets the requirements of national environmental regulations at its Russian plants, the directives and regulations of EU and national Romanian legislation at its Romanian plants and, with the acquisition of TMK IPSCO the U.S. environmental laws.

The main ecological-and-economical risks for the Company are related to expected changes and tightening of Russian environmental protection laws. Environmental legislation in Russia is currently undergoing significant change. The imposition of a new environmental law and regulation system may require further expenditures to modernize production operations, install pollution control equipment, perform site clean-ups and reclamation, pay fees and fines or make other payments if not in compliance with new environmental laws and regulations. Stricter regulations will also lead to increases in the rate of payments for negative impact on the environment and the use of increasing payment coefficients. Compliance with the regulations will be accompanied by stricter control by state monitoring authorities. Such changes in existing legislation may lead to additional costs or unforeseen environmental liabilities, which could have a material adverse effect on TMK financial position and results of operations.

With the acquisition of TMK IPSCO, the Company is now responsible for compliance with stringent U.S. laws on the environment. The environmental protection regime in the United States is more onerous than what TMK faces with respect to operations in Russia and other countries and compliance with these U.S. laws may expose the Company to additional costs. The Company estimates that the environmental legislation of the European Union and the United States will not undergo any material changes in the near future. Romania’s admission into the European Union, which occurred in 2007, resulted in increased environmental liabilities for our Romanian operations. TMK Romanian subsidiaries may be required to adopt and implement more stringent environmental and labor laws in the future. There can be no assurance that the European Union will not impose new environmental regulations or that Romanian state authorities will not change national environmental laws in the future.

Although the Company does not anticipate any significant environmental matters in the United States and Romania, if such matters arise, the cost of compliance could have a material adverse effect on our business.

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