6-K 1 a2021junternium6-k.htm 6-K Document

FORM 6 - K



SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934

As of 08/03/2021

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

Ternium S.A.
26 Boulevard Royal – 4th floor
L-2449 Luxembourg
(352) 2668-3152
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.

Form 20-F a Form 40-F __

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.

Yes __ No a


If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable



The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended.
This report contains Ternium S.A.’s consolidated financial statements as of June 30, 2021.


SIGNATURE

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


TERNIUM S.A.

By: /s/ Pablo Brizzio
By:/s/ Máximo Vedoya
Name: Pablo BrizzioName: Máximo Vedoya
Title: Chief Financial OfficerTitle: Chief Executive Officer
            

Dated: August 3, 2021







txlogoa10.jpg
TERNIUM S.A.
Consolidated Condensed Interim Financial Statements
as of June 30, 2021
and for the six-month periods
ended on June 30, 2021 and 2020

26 Boulevard Royal, 4th floor

L – 2449 Luxembourg

R.C.S. Luxembourg: B 98 668





INDEX
Page
Consolidated Condensed Interim Statements of Financial Position
Consolidated Condensed Interim Statements of Changes in Equity
Consolidated Condensed Interim Statements of Cash Flows
Notes to the Consolidated Condensed Interim Financial Statements
1
General information and basis of presentation
2
Accounting policies
3
Segment information
4
Cost of sales
5
Selling, general and administrative expenses
6
Finance expense, Finance income and Other financial income (expenses), net
7
Property, plant and equipment, net
8
Intangible assets, net
9
Investments in non-consolidated companies
10Distribution of dividends
11
Contingencies, commitments and restrictions on the distribution of profits
12
Related party transactions
13
Financial instruments by category and fair value measurement
14The Covid-19 pandemic and its impact on Ternium
15Foreign exchange restrictions in Argentina

Page 1 of
    

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020
(All amounts in $ thousands)







Consolidated Condensed Interim Income Statements
Three-month period ended
June 30,
Six-month period ended
June 30,
Notes2021202020212020
(Unaudited)(Unaudited)
Net sales33,919,764 1,745,760 7,169,060 4,017,115 
Cost of sales3 & 4(2,415,692)(1,508,797)(4,553,943)(3,429,274)
Gross profit 31,504,072 236,963 2,615,117 587,841 
Selling, general and administrative expenses3 & 5(244,531)(171,451)(454,898)(383,042)
Other operating income (expenses), net 311,900 74 16,995 (3,537)
Operating income 31,271,441 65,586 2,177,214 201,262 
Finance expense6(6,796)(13,566)(14,024)(29,859)
Finance income618,456 7,049 34,769 14,997 
Other financial income (expenses), net 611,233 (8,100)18,117 106,400 
Equity in earnings (losses) of non-consolidated companies9171,054 (19,668)217,573 (13,582)
Profit before income tax expense1,465,388 31,301 2,433,649 279,218 
Income tax (expense) benefit(307,124)12,284 (568,717)(254,998)
Profit for the period1,158,264 43,585 1,864,932 24,220 
Attributable to:
Owners of the parent1,022,108 44,046 1,625,036 32,464 
Non-controlling interest136,156 (461)239,896 (8,244)
Profit for the period1,158,264 43,585 1,864,932 24,220 
Weighted average number of shares outstanding1,963,076,7761,963,076,776 1,963,076,776 1,963,076,776 
Basic and diluted earnings per share for profit attributable to the equity holders of the company (expressed in $ per share)0.52 0.02 0.83 0.02 


The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the year ended December 31, 2020.
Page 2 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020
(All amounts in $ thousands)







Consolidated Condensed Interim Statements of Comprehensive Income
Three-month period ended
June 30,
Six-month period ended
June 30,
2021202020212020
(Unaudited)(Unaudited)
Profit for the period1,158,26443,585 1,864,932 24,220 
Items that may be reclassified subsequently to profit or loss:
Currency translation adjustment632 255 129 (2,897)
Currency translation adjustment from participation in non-consolidated companies68,619 (20,609)29,908 (130,770)
Changes in the fair value of financial instruments at fair value through other comprehensive income6,084 352 (14,641)421 
Income tax related to financial instruments at fair value335 (14)5,269 (14)
Changes in the fair value of derivatives classified as cash flow hedges75 (27)159 (434)
Income tax related to cash flow hedges(23)(48)130 
Other comprehensive income items from participation in non-consolidated companies66 36 66 
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of post employment benefit obligations48,905 262 48,719 262 
Income tax relating to remeasurement of post employment benefit obligations(14,403)(21)(14,386)(21)
Remeasurement of post employment benefit obligations from participation in non-consolidated companies(1,024)21,569 (2,470)21,512 
Other comprehensive income (loss) for the period, net of tax109,203 1,841 52,675 (111,745)
Total comprehensive income (loss) for the period 1,267,467 45,426 1,917,607 (87,525)
Attributable to:
Owners of the parent1,120,483 45,721 1,675,668 (70,900)
Non-controlling interest146,984 (295)241,939 (16,625)
Total comprehensive income (loss) for the period 1,267,467 45,426 1,917,607 (87,525)





The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the year ended December 31, 2020.
Page 3 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020
(All amounts in $ thousands)







Consolidated Condensed Interim Statements of Financial Position
Balances as of
NotesJune 30, 2021December 31, 2020
(Unaudited)
ASSETS
Non-current assets
Property, plant and equipment, net76,494,282 6,504,681 
Intangible assets, net8895,948 908,583 
Investments in non-consolidated companies9715,856 471,306 
Other investments3,039 2,881 
Deferred tax assets140,480 158,703 
Receivables, net192,334 8,441,939 243,306 8,289,460 
Current assets
Receivables, net316,199 288,609 
Derivative financial instruments3,338 1,572 
Inventories, net2,945,243 2,001,781 
Trade receivables, net1,754,168 918,438 
Other investments616,005 813,527 
Cash and cash equivalents768,691 6,403,644 537,882 4,561,809 
Non-current assets classified as held for sale4,996 4,966 
6,408,640 4,566,775 
Total Assets  14,850,579   12,856,235 
    
EQUITY     
Capital and reserves attributable to the owners of the parent  8,549,548   7,286,115 
Non-controlling interest  1,398,209   1,157,038 
Total Equity 9,947,757 8,443,153 
LIABILITIES
Non-current liabilities    
Provisions90,732   80,570 
Deferred tax liabilities237,949   346,485 
Other liabilities518,562   551,856 
Trade payables 1,179 1,145 
Derivative financial instruments323 523 
Lease liabilities235,938 251,617 
Borrowings972,629 2,057,312 1,327,289 2,559,485 
Current liabilities
Current income tax liabilities415,514 110,499 
Other liabilities 381,103 249,836 
Trade payables 1,404,114 1,049,337 
Derivative financial instruments1,251 5,835 
Lease liabilities43,587 42,486 
Borrowings 599,941 2,845,510 395,604 1,853,597 
Total Liabilities 4,902,822   4,413,082 
  
Total Equity and Liabilities14,850,579   12,856,235 
The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the year ended December 31, 2020.

Page 4 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020
(All amounts in $ thousands)
Consolidated Condensed Interim Statements of Changes in Equity
Attributable to the owners of the parent (1)
Capital stock
(2)
Treasury shares
(2)
Initial public offering expensesReserves
(3)
Capital stock issue discount
(4)
Currency translation adjustmentRetained earningsTotalNon-controlling interestTotal Equity
Balance as of January 1, 20212,004,743 (150,000)(23,295)1,329,945 (2,324,866)(2,861,029)9,310,617 7,286,115 1,157,038 8,443,153 
Profit for the period1,625,036 1,625,036 239,896 1,864,932 
Other comprehensive income (loss) for the period
Currency translation adjustment27,980 27,980 2,057 30,037 
Remeasurement of post employment benefit obligations28,483 28,483 3,380 31,863 
Cash flow hedges and others, net of tax56 56 55 111 
Others(5,887)(5,887)(3,449)(9,336)
Total comprehensive income for the period   22,652  27,980 1,625,036 1,675,668 241,939 1,917,607 
Dividends paid in cash (5)(412,246)(412,246)— (412,246)
Acquisition of non-controlling interest (6)11 11 (768)(757)
Balance as of June 30, 2021 (unaudited)2,004,743 (150,000)(23,295)1,352,608 (2,324,866)(2,833,049)10,523,407 8,549,548 1,398,209 9,947,757 

(1) Shareholders’ equity is determined in accordance with accounting principles generally accepted in Luxembourg.
(2) The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of $ 1.00 per share. As of June 30, 2021, there were 2,004,743,442 shares issued. All issued shares are fully paid. Also, as of June 30, 2021, the Company held 41,666,666 shares as treasury shares.
(3) Include legal reserve under Luxembourg law for $ 200.5 million, undistributable reserves under Luxembourg law for $ 1.4 billion and reserves related to the acquisition of non-controlling interest in subsidiaries for $ (72.2) million.
(4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.
(5) See Note 10.
(6) Corresponds to the acquisition of non-controlling interest participation of Ternium Argentina S.A.

Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated condensed interim financial statements may not be wholly distributable.
The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the year ended December 31, 2020.
Page 5 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020
(All amounts in $ thousands)
Consolidated Condensed Interim Statements of Changes in Equity
Attributable to the owners of the parent (1)
Capital stock
(2)
Treasury shares
(2)
Initial public offering expensesReserves
(3)
Capital stock issue discount
(4)
Currency translation adjustmentRetained earningsTotalNon-controlling interestTotal Equity
Balance as of January 1, 20202,004,743 (150,000)(23,295)1,332,980 (2,324,866)(2,760,046)8,532,149 6,611,665 1,103,208 7,714,873 
Profit for the period32,464 32,464 (8,244)24,220 
Other comprehensive income (loss) for the period
Currency translation adjustment(123,937)(123,937)(9,730)(133,667)
Remeasurement of post employment benefit obligations20,270 20,270 1,483 21,753 
Cash flow hedges, net of tax(155)(155)(149)(304)
Others458 458 15 473 
Total comprehensive loss for the period   20,573  (123,937)32,464 (70,900)(16,625)(87,525)
Acquisition of non-controlling interest (5)7,570 7,570 (18,888)(11,318)
Balance as of June 30, 2020 (unaudited)2,004,743 (150,000)(23,295)1,361,123 (2,324,866)(2,883,983)8,564,613 6,548,335 1,067,695 7,616,030 
(1) Shareholders’ equity is determined in accordance with accounting principles generally accepted in Luxembourg.
(2) The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of $ 1.00 per share. As of June 30, 2020, there were 2,004,743,442 shares issued. All issued shares are fully paid. Also, as of June 30, 2020, the Company held 41,666,666 shares as treasury shares.
(3) Include legal reserve under Luxembourg law for $ 200.5 million, undistributable reserves under Luxembourg law for $ 1.4 billion, and reserves related to the acquisition of non-controlling interest in subsidiaries for $ (72.4) million.
(4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.
(5) Corresponds to the acquisition of non-controlling interest participation of Ternium Argentina S.A..
Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated condensed interim financial statements may not be wholly distributable.
The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the year ended December 31, 2020.
Page 6 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020
(All amounts in $ thousands)
Consolidated Condensed Interim Statements of Cash Flows
Six-month period ended
June 30,
Notes20212020
(Unaudited)
Cash flows from operating activities
Profit for the period1,864,932 24,220 
Adjustments for:
Depreciation and amortization 7 & 8300,379 324,692 
Income tax accruals less payments 197,485 179,812 
Equity in (earnings) losses of non-consolidated companies9(217,573)13,582 
Interest accruals less payments 2,096 3,721 
Changes in provisions6,048 (337)
Changes in working capital (1)(1,317,992)487,581 
Net foreign exchange results and others 120,872 (86,839)
Net cash provided by operating activities956,247 946,432 
Cash flows from investing activities
Capital expenditures 7 & 8(291,133)(368,429)
Decrease (Increase) in other investments173,335 (494,827)
Proceeds from the sale of property, plant and equipment 1,017 221 
Dividends received from non-consolidated companies499 — 
Acquisition of non-controlling interest(757)(11,318)
Net cash used in investing activities(117,039)(874,353)
Cash flows from financing activities
Dividends paid in cash to company’s shareholders(412,246)— 
Finance lease payments(22,417)(20,355)
Proceeds from borrowings132,023 219,487 
Repayments of borrowings(279,137)(318,803)
Net cash used in financing activities(581,777)(119,671)
Increase (Decrease) in cash and cash equivalents257,431 (47,592)
Movement in cash and cash equivalents
At January 1, 537,882 519,965 
Effect of exchange rate changes(26,622)(17,814)
Increase (Decrease) in cash and cash equivalents257,431 (47,592)
Cash and cash equivalents as of June 30, (2)768,691 454,559 
Non-cash transactions:
Acquisition of PP&E under lease contract agreements5,658 2,079 

(1) The working capital is impacted by non-cash movements of $ 5.8 million as of June 30, 2021 ($ (24.9) million as of June 30, 2020) due to the variations in the exchange rates used by subsidiaries.

(2) It includes restricted cash of $ 132 and $ 67 as of June 30, 2021 and 2020, respectively. In addition, the Company had other investments with a maturity of more than three months for $ 616,005 and $ 710,099 as of June 30, 2021 and 2020, respectively.

The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the year ended December 31, 2020.
Page 7 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020


Notes to the Consolidated Condensed Interim Financial Statements

1.GENERAL INFORMATION AND BASIS OF PRESENTATION

Ternium S.A. (the “Company” or “Ternium”), was incorporated on December 22, 2003 to hold investments in flat and long steel manufacturing and distributing companies.  The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of $ 1.00 per share. As of June 30, 2021, there were 2,004,743,442 shares issued. All issued shares are fully paid.

Ternium’s American Depositary Shares (“ADS”) trade on the New York Stock Exchange under the symbol “TX”. 

The name and percentage of ownership of subsidiaries that have been included in consolidation in these Consolidated Condensed Interim Financial Statements are disclosed in Note 2 to the audited Consolidated Financial Statements for the year ended December 31, 2020.

The preparation of Consolidated Condensed Interim Financial Statements requires management to make estimates and assumptions that might affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the statement of financial position, and also the reported amounts of revenues and expenses for the reported periods. Actual results may differ from these estimates. The main assumptions and estimates were disclosed in the Consolidated Financial Statements for the year ended December 31, 2020, without significant changes since its publication.


2.    ACCOUNTING POLICIES

These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting” and are unaudited. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2020, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and in conformity with International Financial Reporting Standards as adopted by the European Union (“EU”). Recently issued accounting pronouncements were applied by the Company as from their respective dates.

These Consolidated Condensed Interim Financial Statements have been prepared following the same accounting policies used in the preparation of the audited Consolidated Financial Statements for the year ended December 31, 2020.

None of the accounting pronouncements issued after December 31, 2020, and as of the date of these Consolidated Condensed Interim Financial Statements have a material effect on the Company’s financial condition or result or operations.






Page 8 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

3.    SEGMENT INFORMATION

REPORTABLE OPERATING SEGMENTS

The Company is organized in two reportable segments: Steel and Mining.

The Steel segment includes the sales of steel products, which comprises slabs, hot rolled coils and sheets, cold rolled coils and sheets, tin plate, welded pipes, hot dipped galvanized and electro-galvanized sheets, pre-painted sheets, billets (steel in its basic, semi-finished state), wire rod and bars and other tailor-made products to serve its customers’ requirements. It also includes the sales of energy.

The Steel segment comprises four operating segments: Mexico, Southern Region, Brazil and Other markets. These four segments have been aggregated considering the economic characteristics and financial effects of each business activity in which the entity engages; the related economic environment in which it operates; the type or class of customer for the products; the nature of the products; and the production processes. The Mexico operating segment comprises the Company’s businesses in Mexico. The Southern region operating segment manages the businesses in Argentina, Paraguay, Chile, Bolivia and Uruguay. The Brazil operating segment includes the business generated in Brazil. The Other markets operating segment includes businesses mainly in United States, Colombia, China and Guatemala.

The Mining segment includes the sales of mining products, mainly iron ore and pellets, and comprises the mining activities of Las Encinas, an iron ore mining company in which Ternium holds a 100% equity interest and the 50% of the operations and results performed by Peña Colorada, another iron ore mining company in which Ternium maintains that same percentage over its equity interest. Both mining operations are located in Mexico. For Peña Colorada, the Company recognizes its assets, liabilities, revenue and expenses in relation to its interest in the joint operation.

Ternium’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 is at full cost, including absorption of production overheads and depreciation.
-The use of costs based on previously internally defined cost estimates, while, under IFRS, costs are calculated at historical cost (with the FIFO method).
-Other timing and non-significant differences.

Most information on segment assets is not disclosed as it is not reviewed by the CEO.




Page 9 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

3.SEGMENT INFORMATION (continued)

Six-month period ended June 30, 2021 (Unaudited)
SteelMiningInter-segment eliminationsTotal
IFRS
Net sales7,148,721 235,839 (215,500)7,169,060 
Cost of sales(4,609,708)(152,711)208,476 (4,553,943)
Gross profit2,539,013 83,128 (7,024)2,615,117 
Selling, general and administrative expenses (445,310)(9,588)— (454,898)
Other operating income, net 16,732 263 — 16,995 
Operating income - IFRS2,110,435 73,803 (7,024)2,177,214 
Management view
Net sales7,148,721 294,957 (274,618)7,169,060 
Operating income1,513,776 135,682 (3,297)1,646,161 
Reconciliation items:
Differences in Cost of sales531,053 
Operating income - IFRS2,177,214 
Financial income (expense), net38,862 
Equity in earnings of non-consolidated companies217,573 
Income before income tax expense - IFRS2,433,649 
Depreciation and amortization - IFRS(269,238)(31,141)— (300,379)

Six-month period ended June 30, 2020 (Unaudited)
SteelMiningInter-segment eliminationsTotal
IFRS
Net sales3,987,313 193,521 (163,719)4,017,115 
Cost of sales(3,461,131)(134,816)166,673 (3,429,274)
Gross profit526,182 58,704 2,954 587,841 
Selling, general and administrative expenses (372,395)(10,647)— (383,042)
Other operating income, net (2,759)(778)— (3,537)
Operating income - IFRS151,028 47,280 2,954 201,262 
Management view
Net sales3,987,313 191,366 (161,564)4,017,115 
Operating income254,648 52,200 (1,388)305,460 
Reconciliation items:
Differences in Cost of sales(104,198)
Operating income - IFRS201,262 
Financial income (expense), net91,538 
Equity in earnings of non-consolidated companies(13,582)
Income before income tax expense - IFRS279,218 
Depreciation and amortization - IFRS(301,504)(23,188)— (324,692)


Page 10 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

3.    SEGMENT INFORMATION (continued)

GEOGRAPHICAL INFORMATION

The Company has revenues attributable to the Company’s country of incorporation (Luxembourg) related to a contract acquired as a part of the acquisition of the participation in Ternium Brasil Ltda.

For purposes of reporting geographical information, net sales are allocated based on the customer’s location. Allocation of non-current assets is based on the geographical location of the underlying assets.
    
Six-month period ended June 30, 2021 (Unaudited)
MexicoSouthern regionBrazil and other marketsTotal
Net sales 4,149,753 1,492,886 1,526,421 7,169,060 
Non-current assets (1)4,781,947 891,284 1,716,999 7,390,230 
Six-month period ended June 30, 2020 (Unaudited)
MexicoSouthern regionBrazil and other marketsTotal
Net sales 2,167,411 633,941 1,215,763 4,017,115 
Non-current assets (1)4,714,696 969,774 1,827,963 7,512,433 
(1) Includes Property, plant and equipment and Intangible assets.
    
4.COST OF SALES
Six-month period ended
June 30,
20212020
(Unaudited)
Inventories at the beginning of the year2,001,781 2,158,298 
Plus: Charges for the period
Raw materials and consumables used and
other movements
4,550,452 2,291,794 
Services and fees73,614 58,619 
Labor cost334,761 261,652 
Depreciation of property, plant and equipment256,011 261,984 
Amortization of intangible assets10,545 6,993 
Maintenance expenses271,337 185,491 
Office expenses3,625 2,662 
Insurance5,785 5,065 
Change of obsolescence allowance(901)2,481 
Recovery from sales of scrap and by-products(16,397)(10,231)
Others8,573 8,359 
Less: Inventories at the end of the period(2,945,243)(1,803,893)
Cost of Sales4,553,943 3,429,274 

Page 11 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

5.SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Six-month period ended
June 30,
20212020
(Unaudited)
Services and fees29,93830,297
Labor cost130,52592,174
Depreciation of property, plant and equipment7,6568,062
Amortization of intangible assets26,16747,653
Maintenance and expenses3,6351,861
Taxes74,17139,288
Office expenses15,04014,413
Freight and transportation157,995138,816
(Decrease) Increase of allowance for doubtful accounts(132)1,068 
Others9,9039,410
Selling, general and administrative expenses  454,898 383,042 

6.FINANCE EXPENSE, FINANCE INCOME AND OTHER FINANCIAL INCOME (EXPENSES), NET
Six-month period ended
June 30,
20212020
(Unaudited)
Interest expense(14,024)(29,859)
Finance expense(14,024)(29,859)
Interest income34,769 14,997 
Finance income34,769 14,997 
Net foreign exchange (loss) gain(30,219)100,465 
Change in fair value of financial assets26,566 3,842 
Derivative contract results4,636 13,749 
Others17,134 (11,656)
Other financial income (expenses), net 18,117 106,400 

7.    PROPERTY, PLANT AND EQUIPMENT, NET
Six-month period ended
June 30,
20212020
(Unaudited)
At the beginning of the year6,504,681 6,539,581 
Currency translation differences69 (1,851)
Additions262,672 344,435 
Value adjustments of lease contracts3,830 (9,559)
Disposals(16,380)(13,480)
Depreciation charge(263,667)(270,046)
Capitalized borrowing costs4,873 8,089 
Transfers and reclassifications(1,796)(455)
At the end of the period6,494,282 6,596,714 
Page 12 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

8.    INTANGIBLE ASSETS, NET
 Six-month period ended
June 30,
20212020
(Unaudited)
At the beginning of the year908,583 943,838 
Additions34,119 26,073 
Amortization charge(36,712)(54,646)
Transfers/Disposals(10,042)454 
At the end of the period895,948 915,719 


9.INVESTMENTS IN NON-CONSOLIDATED COMPANIES

CompanyCountry of incorporationMain activityVoting rights as ofValue as of
June 30, 2021December 31, 2020June 30, 2021December 31, 2020
Usinas Siderurgicas de Minas Gerais S.A. - USIMINASBrazilManufacturing and selling of steel products34.39%34.39%655,963422,948
Techgen S.A. de C.V.MexicoProvision of electric power48.00%48.00%54,50342,625
Other non-consolidated companies (1)5,3905,733
715,856471,306
(1) It includes the investments held in Finma S.A.I.F., Techinst S.A., Recrotek S.R.L. de C.V. and Gas Industrial de Monterrey S.A. de C.V.

Usinas Siderurgicas de Minas Gerais S.A. - USIMINAS

As of June 30, 2021, Ternium, through its subsidiaries, owns a total of 242.6 million ordinary shares and 8.5 million preferred shares, representing 20.4% of the issued and outstanding share capital of Usinas Siderurgicas de Minas Gerais S.A. – USIMINAS (“Usiminas”), one of the main producers of flat steel products in Brazil for the energy, automotive and other industries.

Ternium, through its subsidiaries, together with Tenaris S.A.’s Brazilian subsidiary Confab Industrial S.A. (“TenarisConfab”), are part of Usiminas’ control group, comprising the so-called T/T Group. As at June 30, 2021, the Usiminas control group holds, in the aggregate, 483.6 million ordinary shares bound to the Usiminas shareholders’ agreement, representing approximately 68.6% of Usiminas’ voting capital. The Usiminas control group, which is bound by a long-term shareholders’ agreement that governs the rights and obligations of Usiminas’ control group members, is currently composed of three sub-groups: the T/T Group; the NSC Group, comprising Nippon Steel Corporation (“NSC”), Metal One Corporation and Mitsubishi Corporation; and Usiminas’ pension fund Previdência Usiminas. The T/T Group holds 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 TenarisConfab); the NSC Group holds approximately 45.9% of the total shares held by the control group; and Previdência Usiminas holds the remaining 7%.

Page 13 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

9.INVESTMENTS IN NON-CONSOLIDATED COMPANIES (continued)

The corporate governance rules reflected in the Usiminas shareholders agreement provide, among other things, that Usiminas’ executive board will be composed of six members, including the chief executive officer and five vice-presidents, with Ternium and NSC nominating three members each. The right to nominate Usiminas’ chief executive officer alternates between Ternium and NSC at every 4-year interval, with the party that does not nominate the chief executive officer having the right to nominate the chairman of Usiminas’ board of directors for the same 4-year period. The Usiminas shareholders agreement also provides for an exit mechanism consisting of a buy-and-sell procedure—exercisable at any time after November 16, 2022 and applicable with respect to shares held by NSC and the T/T Group—, which would allow either Ternium or NSC to purchase all or a majority of the Usiminas shares held by the other shareholder.

As of June 30, 2021, the closing price of the Usiminas ordinary and preferred shares, as quoted on the BM&F Bovespa Stock Exchange, was BRL 19.75 (approximately $ 3.95; December 31, 2020: BRL 15.69 – $ 3.02) per ordinary share and BRL 19.10 (approximately $ 3.82; December 31, 2020: BRL 14.61 – $ 2.81) per preferred share, respectively. Accordingly, as of June 30, 2021, Ternium’s ownership stake had a market value of approximately $ 990.3 million and a carrying value of $ 656.0 million.

The Company reviews periodically the recoverability of its investment in Usiminas. To determine the recoverable value, the Company estimates the value in use of the investment by calculating the present value of the expected cash flows or its fair value less costs of disposal.

As of June 30, 2021, the value of the investment in Usiminas is comprised as follows:

Value of investmentUSIMINAS
As of January 1, 2021422,948 
Share of results (1)205,650 
Other comprehensive income27,365 
As of June 30, 2021655,963 
(1) It includes the adjustment of the values associated to the purchase price allocation.

The investment in Usiminas is based on the following calculation:

Usiminas' shareholders' equity3,979,530 
Percentage of interest of the Company over shareholders' equity20.41 %
Interest of the Company over shareholders' equity810,120 
Purchase price allocation50,718 
Goodwill207,795 
Impairment(412,670)
Total Investment in Usiminas655,963 

On July 30, 2021, Usiminas issued its consolidated interim accounts as of and for the six-month period ended June 30, 2021.


Page 14 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

9.     INVESTMENTS IN NON-CONSOLIDATED COMPANIES (continued)

USIMINAS
Summarized balance sheet (in million $)As of June 30, 2021
Assets
Non-current3,643 
Current2,435 
Other current investments461 
Cash and cash equivalents749 
Total Assets7,288 
Liabilities
Non-current582 
Non-current borrowings1,137 
Current1,046 
Current borrowings28 
Total Liabilities2,793 
Non-controlling interest515 
Shareholders' equity3,980 
USIMINAS
Summarized income statement (in million $)Six-month period ended
June 30, 2021
Net sales3,102 
Cost of sales(1,965)
Gross Profit1,137 
Selling, general and administrative expenses(82)
Other operating income (loss), net234 
Operating income1,289 
Financial income (expenses), net183 
Equity in earnings of associated companies17 
Profit before income tax1,489 
Income tax expense(411)
Net profit before non-controlling interest1,078 
Non-controlling interest in other subsidiaries(121)
Net profit for the period957 

Techgen S.A. de C.V.

Techgen stated as of and for the six-month period ended June 30, 2021, that revenues amounted to $ 178 million ($ 314 million for the year ended December 31, 2020), net profit from continuing operations to $ 25 million ($44 million for the year ended December 31, 2020), non-current assets to $ 812 million ($ 833 million as of December 31, 2020), current assets to $ 71 million ($ 59 million as of December 31, 2020), non-current liabilities to $ 655 million ($ 709 million as of December 31, 2020), current liabilities to $ 115 million ($ 95 million as of December 31, 2020) and shareholders’ equity to $ 114 million ($ 89 million as of December 31, 2020).








Page 15 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020



10.    DISTRIBUTION OF DIVIDENDS

During the annual shareholders’ meeting held on May 3, 2021, the shareholders approved a distribution of dividends of USD 0.21 per share (USD 2.10 per ADS), or approximately USD 421.0 million in the aggregate. The dividend was paid on May 11, 2021.

11.    CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS

Contingencies, commitments and restrictions on the distributions of profits should be read in Note 24 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2020.

Companhia Siderúrgica Nacional (CSN) - Tender offer litigation
In 2013, the Company was notified of a lawsuit filed in Brazil by Companhia Siderúrgica Nacional, or CSN, and various entities affiliated with CSN against Ternium Investments, its subsidiary Ternium Argentina, and TenarisConfab. The entities named in the CSN lawsuit had acquired a participation in Usiminas 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 BRL 28.8, 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; Ternium Investments and Ternium Argentina’s respective shares in the offer would be 60.6% and 21.5%.

On September 23, 2013, the first instance court dismissed the CSN lawsuit, and on February 8, 2017, the court of appeals of São Paulo 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, which was rejected on July 19, 2017. On August 18, 2017, CSN filed with the court of appeals an appeal seeking the review and reversal of the decision issued by the court of appeals by the Superior Court of Justice. On March 5, 2018, the court of appeals ruled that CSN’s appeal did not meet the requirements for review by the Superior Court of Justice and rejected such appeal. On May 8, 2018, CSN appealed against such ruling and on January 22, 2019, the court of appeals rejected such appeal 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 will 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.

Ternium 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. Accordingly, no provision has been recorded in these Consolidated Condensed Interim Financial Statements.



Page 16 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

11.    CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS (continued)

Shareholder claims relating to the October 2014 acquisition of Usiminas shares
On April 14, 2015, the staff of CVM, determined that an acquisition of additional ordinary shares of Usiminas by Ternium Investments made in October 2014, triggered a requirement under applicable Brazilian laws and regulations for Usiminas’ controlling shareholders to launch a tender offer to all non-controlling holders of Usiminas ordinary shares. The CVM staff’s determination was made further to a request by NSSMC and its affiliates, who alleged that Ternium’s 2014 acquisition had exceeded a threshold that triggers the tender offer requirement. In the CVM staff’s view, the 2014 acquisition exceeded the applicable threshold by 5.2 million shares. On April 29, 2015, Ternium filed an appeal to be submitted to the CVM’s Board of Commissioners. On May 5, 2015, the CVM staff confirmed that the appeal would be submitted to the Board of Commissioners and that the effects of the staff’s decision would be stayed until such Board rules on the matter.

On June 15, 2015, upon an appeal filed by NSSMC, the CVM staff changed its earlier decision and stated that the obligation to launch a tender offer would fall exclusively on Ternium. Ternium’s appeal has been submitted to the CVM’s Board of Commissioners and it is currently expected that such Board will rule on the appeal in 2021. In addition, on April 18, 2018, Ternium filed a petition with the CVM’s reporting Commissioner requesting that the applicable threshold for the tender offer requirement be recalculated taking into account the new ordinary shares issued by Usiminas in connection with its 2016 BRL 1 billion capital increase and that, in light of the replenishment of the threshold that would result from such recalculation, the CVM staff’s 2015 determination be set aside. In the event the appeal is not successful, under applicable CVM rules Ternium may elect to sell to third parties the 5.2 million shares allegedly acquired in excess of the threshold, in which case no tender offer would be required.
Page 17 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

12.    RELATED PARTY TRANSACTIONS

As of June 30, 2021, Techint Holdings S.à r.l. (“Techint”) owned 62.02% of the Company’s share capital and Tenaris Investments S.à r.l. (“Tenaris”) held 11.46% of the Company’s share capital. Each of Techint and Tenaris were controlled by San Faustin S.A., a Luxembourg company (“San Faustin”). Rocca & Partners Stichting Administratiekantoor Aandelen San Faustin (“RP STAK”), a Dutch private foundation (Stichting), held voting rights in San Faustin sufficient in number to control San Faustin. No person or group of persons controls RP STAK.
The following transactions were carried out with related parties:
Six-month period ended
June 30,
20212020
(Unaudited)
(i) Transactions
(a) Sales of goods and services
Sales of goods to non-consolidated parties452,296 169,450 
Sales of goods to other related parties91,607 4,610 
Sales of services and others to non-consolidated parties91 87 
Sales of services and others to other related parties606 500 
544,600 174,647 
(b) Purchases of goods and services
Purchases of goods from non-consolidated parties215,638 163,810 
Purchases of goods from other related parties32,280 47,864 
Purchases of services and others from non-consolidated parties4,145 3,925 
Purchases of services and others from other related parties47,515 47,880 
Purchases of goods and services in connection with lease contracts from other related parties— 159 
299,578 263,638 
(c) Financial results
Income with non-consolidated parties3,120 3,959 
Expenses in connection with lease contracts from other related parties (526)(678)
2,594 3,281 
(d) Dividends received
Dividends received from non-consolidated parties499 — 
499  
(e) Other income and expenses
Income (expenses), net with non-consolidated parties482 296 
Income (expenses), net with other related parties532 328 
1,014 624 
June 30, 2021December 31, 2020
(Unaudited)
(ii) Period-end balances
(a) Arising from sales/purchases of goods/services
Receivables from non-consolidated parties242,228 227,074 
Receivables from other related parties35,671 3,674 
Advances to non-consolidated parties7,364 6,647 
Advances to suppliers with other related parties5,816 7,732 
Payables to non-consolidated parties(44,023)(30,407)
Payables to other related parties(27,113)(29,095)
Lease Liabilities with other related parties(3,182)(3,550)
216,761 182,075 
Page 18 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

13.    FINANCIAL INSTRUMENTS BY CATEGORY AND FAIR VALUE MEASUREMENT

1)Financial instruments by category

The accounting policies for financial instruments have been applied to the line items below. According to the scope and definitions set out in IFRS 7 and IAS 32, employers’ rights and obligations under employee benefit plans, and non-financial assets and liabilities such as advanced payments and income tax payables, are not included.
As of June 30, 2021 (in $ thousands)Amortized
cost
Assets at fair value through profit or lossAssets at fair value through OCITotal
(i) Assets as per statement of financial position
Receivables153,020 — — 153,020 
Derivative financial instruments— 3,338 — 3,338 
Trade receivables1,754,168 — — 1,754,168 
Other investments321,637 2,787 294,368 618,792 
Cash and cash equivalents479,569 288,870 252 768,691 
Total2,708,394 294,995 294,620 3,298,009 
As of June 30, 2021 (in $ thousands)Amortized
cost
Liabilities at fair value through profit or lossTotal
(ii) Liabilities as per statement of financial position
Other liabilities70,166 — 70,166 
Trade payables1,342,758 — 1,342,758 
Derivative financial instruments— 1,574 1,574 
Lease liabilities279,525 — 279,525 
Borrowings1,572,570 — 1,572,570 
Total3,265,019 1,574 3,266,593 

2)Fair Value by Hierarchy
IFRS 13 requires for financial instruments that are measured at fair value, a disclosure of fair value measurements by level. See note 28 of the Consolidated Financial Statements as of December 31, 2020 for definitions of levels of fair values and figures at that date.

The following table presents the assets and liabilities that are measured at fair value:
Fair value measurement as of June 30, 2021
(in $ thousands):
DescriptionTotalLevel 1Level 2Level 3
Financial assets at fair value through profit or loss / OCI
Cash and cash equivalents289,122 289,122 — — 
Other investments297,155 294,368 — 2,787 
Derivative financial instruments3,338 — 3,338 — 
Total assets589,615 583,490 3,338 2,787 
Financial liabilities at fair value through profit or loss / OCI
Derivative financial instruments1,574 — 1,574 — 
Total liabilities1,574  1,574  
Page 19 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

13.    FINANCIAL INSTRUMENTS BY CATEGORY AND FAIR VALUE MEASUREMENT (continued)
Fair value measurement as of December 31, 2020
(in $ thousands):
DescriptionTotalLevel 1Level 2Level 3 (*)
Financial assets at fair value through profit or loss / OCI
Cash and cash equivalents259,020 259,020 — — 
Other investments236,240 233,611 — 2,629 
Derivative financial instruments1,572 — 1,572 — 
Total assets496,832 492,631 1,572 2,629 
Financial liabilities at fair value through profit or loss / OCI
Derivative financial instruments6,358 — 6,358 — 
Total liabilities6,358  6,358  
(*) The fair value of financial instruments classified as level 3 is not obtained from observable market information, but from measurements of the asset portfolio at market value provided by the fund manager. The evolution of such instruments during the year ended December 31, 2020, corresponds to the initial investment and to the changes in its fair value.

14.    THE COVID-19 PANDEMIC AND ITS IMPACT ON TERNIUM

A novel strain of coronavirus (SARS-CoV-2) was reported to have surfaced in China in December 2019, spreading to the rest of the world in the first quarter of 2020. In March 2020, the World Health Organization declared COVID-19, the disease caused by the SARS-CoV-2 virus, a global pandemic. The COVID-19 outbreak is impacting economic activity worldwide.

In order to safeguard the health and safety of its employees, customers and suppliers, Ternium continues to apply preventive measures, including remote working for a significant portion of white collar employees, 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 condensed interim financial statements, remote work and other work arrangements have not materially adversely affected Ternium'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.

Even though the negative effects of the pandemic in steel demand are behind us, and as of the issue date of these consolidated condensed interim financial statements all of Ternium’s industrial facilities continued working at normal production levels, there remains considerable uncertainty about the future duration and extent of the pandemic with new and more contagious variants of the virus appearing and the vaccination programs not yet completed.

With total borrowings less cash and cash equivalents and other current and non-current investments of $ 0.2 billion as of June 30, 2021 and a manageable debt amortization schedule, Ternium has in place non-committed credit facilities and management believes it has adequate access to the credit markets. Considering its financial position and the funds provided by operating activities, management believes that the Company has sufficient resources to satisfy its current working capital needs and service its debt. Management also believes that Ternium's liquidity and capital resources give adequate flexibility to manage the capital spending programs and address short-term changes in business conditions, and that it is unlikely that Ternium will not be able to meet its financial covenants. Similarly, management does not expect to incur any material COVID-19-related contingencies.




Page 20 of

TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2021
and for the six-month periods ended June 30, 2021 and 2020

15.    FOREIGN EXCHANGE RESTRICTIONS IN ARGENTINA

Ternium’s Argentine subsidiary, Ternium Argentina S.A., is currently operating in a complex and volatile economic environment. The recession the Argentine economy was going through at the end of 2019 coupled with the effects of the COVID-19 outbreak in March 2020 significantly affected economic activity and macroeconomic variables in the country.

Starting in September 2019, the Argentine Central Bank has been imposing increasingly restrictive regulations on foreign exchange transactions, aimed at avoiding further deterioration of a low level of foreign currency reserves. These measures have not had a significant effect on Ternium Argentina’s ability to access the foreign exchange market for commercial payments. Access to the Argentine foreign exchange market to pay dividends requires prior central bank approval, which are rarely, if ever, granted).

Current Argentine Central Bank regulations deter companies from converting its Argentine Pesos (ARS) holdings through the sale of bonds against foreign currency by depriving companies that do so of access to the official foreign exchange market. Access to pay for imports of goods or services provided by related parties is subject to several restrictions, including, among others, restrictions on the importers’ ability to sell bonds for foreign currency or enter into cross-border securities swap transactions. To access the Argentine foreign exchange market, an importer is required to certify, among other things, that it will not circumvent such restrictions through transfers of funds to any shareholders holding more than a 25% voting interest in the importer or to other entities having common directors with the importer or its more-than-25% shareholders.

Ternium Argentina stated in its interim accounts as of and for the six-month period ended June 30, 2021, that revenues amounted to $ 1,506 million, net profit from continuing operations to $ 379 million, total assets to $ 3,939 million, total liabilities to $ 489 million and shareholders’ equity to $ 3,450 million.

Our Argentine subsidiary’s ARS denominated assets and liabilities are valued at the prevailing official exchange rate. Although most of Ternium Argentina’s cash holdings are either denominated or payable in ARS, our exposure to the ARS as of June 30, 2021 was diminished due to hedging strategies using derivative instruments as well as the investment in US dollar and inflation-linked securities.

As the context of volatility and uncertainty remains in place as of the issue date of these consolidated condensed interim financial statements, additional Argentine Central Bank regulations that could be imposed in the future could further restrict our Argentine subsidiary’s ability to access the official foreign exchange market.






Pablo Brizzio
Chief Financial Officer
Page 21 of