Ternium S.A 6-K, filed Aug 5, 2026

Ternium S.A. (TX)

6-K 2026-08-05 For: 2026-06-30

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Added on August 05, 2026

About this 6-K

Ternium S.A filed this 6-K on August 5, 2026.

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By: /s/ Guillermo Etchepareborda						By: /s/ Sebastián Martí
Name: Guillermo Etchepareborda						Name: Sebastián Martí
Title: Attorney in Fact						Title: Attorney in Fact




TERNIUM S.A.
Consolidated Condensed Interim Financial Statements
as of June 30, 2026
and for the six-month periods
ended on June 30, 2026 and 2025



26 Boulevard Royal, 4th floor
L – 2449 Luxembourg
R.C.S. Luxembourg: B 98 668


		Page

Consolidated Condensed Interim Income Statements		2
Consolidated Condensed Interim Statements of Comprehensive Income		3
Consolidated Condensed Interim Statements of Financial Position		4
Consolidated Condensed Interim Statements of Changes in Equity		5
Consolidated Condensed Interim Statements of Cash Flows		7
Notes to the Consolidated Condensed Interim Financial Statements
1	General information and basis of presentation	8
2	Accounting policies	8
3	Segment information	9
4	Cost of sales	11
5	Selling, general and administrative expenses	11
6	Finance expense, Finance income and Other financial income (expenses), net	12
7	Property, plant and equipment, net	12
8	Intangible assets, net	12
9	Investments in non-consolidated companies	13
10	Distribution of dividends	14
11	Income tax – Pillar Two	14
12	Contingencies, commitments and restrictions on the distribution of profits	14
13	Related party transactions	19
14	Financial instruments by category and fair value measurement	20
15	Matters related to the Argentine subsidiaries	21
16	Matters related to Usiminas	23
17	Tariffs on Imports in the United States	25


TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2026
and for the six-month periods ended June 30, 2026 and 2025
(All amounts in $ thousands)




		Three-month period ended June 30,		Six-month period ended June 30,
	Notes	2026	2025	2026	2025
		(Unaudited)		(Unaudited)
Net sales	3	4,340,290	3,946,939	8,274,253	7,879,747
Cost of sales	4	(3,399,269)	(3,336,863)	(6,646,362)	(6,738,721)

Gross profit		941,021	610,076	1,627,891	1,141,026

Selling, general and administrative expenses	5	(427,795)	(402,900)	(818,063)	(799,100)
Other operating income (expense), net		15,182	(7,949)	8,654	(10,873)

Operating income	3	528,408	199,227	818,482	331,053

Finance expense	6	(50,428)	(56,318)	(100,613)	(110,660)
Finance income	6	45,198	57,458	108,932	125,949
Other financial income (expense), net	6	(34,000)	(30,686)	(25,101)	17,826

Equity in earnings of non-consolidated companies	9	22,240	24,898	36,654	40,769



Provision for ongoing litigation related to the acquisition of a participation in Usiminas	12	(24,000)	(39,700)	(71,500)	(85,000)



Profit before income tax		487,418	154,879	766,854	319,937

Income tax	11	(22,891)	104,436	70,063	81,709

Profit for the period		464,527	259,315	836,917	401,646

Attributable to:
Owners of the parent		343,667	215,446	556,691	282,424
Non-controlling interest		120,860	43,869	280,226	119,222

Profit for the period		464,527	259,315	836,917	401,646

Weighted average number of shares outstanding		1,963,076,776	1,963,076,776	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)		0.18	0.11	0.28	0.14


		Balances as of
	Notes	June 30, 2026		December 31, 2025
		(Unaudited)
ASSETS

Non-current assets
Property, plant and equipment, net	7	10,973,010		10,406,110
Intangible assets, net	8	1,037,375		1,002,361
Investments in non-consolidated companies	9	613,844		562,695
Other investments		213		215
Deferred tax assets		1,282,592		1,039,179
Receivables, net		764,123		803,902

Trade receivables, net		4,839	14,675,996	4,261	13,818,723

Current assets
Receivables, net		640,285		822,544
Current income tax assets		66,597		162,475
Derivative financial instruments		26,420		42,581
Inventories, net		4,395,124		4,093,659
Trade receivables, net		2,007,085		1,535,716
Other investments		1,300,705		1,600,002
Cash and cash equivalents		1,430,687	9,866,903	1,531,204	9,788,181

Assets classified as held for sale			8,857		8,187

			9,875,760		9,796,368

Total Assets			24,551,756		23,615,091

EQUITY
Capital and reserves attributable to the owners of the parent			12,299,555		11,944,300

Non-controlling interest			4,439,459		4,203,446

Total Equity			16,739,014		16,147,746

LIABILITIES

Non-current liabilities
Provisions		596,528		585,854
Deferred tax liabilities		23,231		24,278
Non-current tax liabilities		4,724		13,152
Other liabilities		997,902		956,112
Trade payables		1,188		1,122
Lease liabilities		160,190		138,031
Borrowings	(a)	2,205,580	3,989,343	1,814,587	3,533,136


Current liabilities
Provision for ongoing litigation related to the acquisition of a participation in Usiminas	12	599,100		527,600
Current income tax liabilities	11	64,037		39,343
Other liabilities	16 (ii)	439,693		639,786
Trade payables		2,035,691		2,073,496
Derivative financial instruments		—		1,081
Lease liabilities		46,706		48,503
Borrowings		638,172	3,823,399	604,400	3,934,209

Total Liabilities			7,812,742		7,467,345

Total Equity and Liabilities			24,551,756		23,615,091


	Attributable to the owners of the parent
	Capital stock (1)	Treasury shares (1)	Initial public offering expenses	Reserves (2)	Capital stock issue discount (3)	Currency translation adjustment	Retained earnings	Total	Non-controlling interest	Total Equity


Balance as of January 1, 2026	2,004,743	(150,000)	(23,295)	1,340,804	(2,324,866)	(2,046,690)	13,143,604	11,944,300	4,203,446	16,147,746

Profit for the period							556,691	556,691	280,226	836,917
Other comprehensive income (loss) for the period
Currency translation adjustment						5,628		5,628	13,944	19,572
Remeasurement of post employment benefit obligations				75				75	(332)	(257)
Cash flow hedges and others, net of tax				(25,589)				(25,589)	(7,262)	(32,851)
Others (4)				35,234				35,234	21,540	56,774

Total comprehensive income (loss) for the period	—	—	—	9,720	—	5,628	556,691	572,039	308,116	880,155

Dividends paid in cash (5)							(255,200)	(255,200)	—	(255,200)
Dividends paid in cash to non-controlling interest (6)								—	(33,687)	(33,687)


Effects related to the acquisition of additional participation in Usiminas (7)				38,416				38,416	(38,416)	—

Balance as of June 30, 2026 (unaudited)	2,004,743	(150,000)	(23,295)	1,388,940	(2,324,866)	(2,041,062)	13,445,095	12,299,555	4,439,459	16,739,014


TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of June 30, 2026
and for six-month periods ended June 30, 2026 and 2025
(All amounts in $ thousands)


	Six-month period ended June 30, 2026 (Unaudited)
	Steel	Mining	Inter-segment eliminations	Total

Operating income - Management view	681,817	(57,864)	204	624,157
Reconciliation:
Differences in Cost of sales				182,087
Differences in Other operating income (expense), net				12,238

Operating income - Under IFRS				818,482

Financial income (expense), net				(16,782)
Equity in earnings (losses) of non-consolidated companies				36,654
Provision for ongoing litigation related to the acquisition of a participation in Usiminas				(71,500)

Income before income tax expense - IFRS				766,854

Net sales from external customers	8,006,576	267,677	—	8,274,253
Net sales from transactions with other operating segments of the same entity	—	332,079	(332,079)	—

Depreciation and amortization	(305,607)	(68,784)	—	(374,391)

	Six-month period ended June 30, 2025 (Unaudited)
	Steel	Mining	Inter-segment eliminations	Total

Operating income - Management view	433,400	(39,898)	(7,738)	385,764
Reconciliation:
Differences in Cost of sales				(54,711)


Operating income - Under IFRS				331,053

Financial income (expense), net				33,115
Equity in earnings (losses) of non-consolidated companies				40,769
Provision for ongoing litigation related to the acquisition of a participation in Usiminas				(85,000)

Income before income tax expense - IFRS				319,937

Net sales from external customers	7,613,034	266,713	—	7,879,747
Net sales from transactions with other operating segments of the same entity	—	294,108	(294,108)	—

Depreciation and amortization	(285,603)	(95,254)	—	(380,857)


	Six-month period ended June 30, 2026 (Unaudited)
	Mexico	Southern region	Brazil	Other markets	Total

Net sales	4,283,911	1,034,836	2,036,659	918,847	8,274,253

Non-current assets (1)	7,895,041	1,141,999	2,681,732	291,613	12,010,385

	Six-month period ended June 30, 2025 (Unaudited)
	Mexico	Southern region	Brazil	Other markets	Total

Net sales	3,632,906	1,152,332	2,012,294	1,082,215	7,879,747

Non-current assets (1)	6,468,895	1,117,087	2,592,593	332,180	10,510,755

(1) Includes Property, plant and equipment and Intangible assets.


Company	Country of incorporation	Main activity	Voting rights as of		Value as of

			June 30, 2026	December 31, 2025	June 30, 2026	December 31, 2025

Techgen S.A. de C.V.	Mexico	Provision of electric power	48.00%	48.00%	174,523	161,315
Unigal Usiminas Ltda.	Brazil	Manufacturing and selling of steel products	70.00%	70.00%	117,215	108,056
MRS Logística S.A	Brazil	Logistical services	11.48%	11.48%	281,270	254,267
Other non-consolidated companies (1)					40,836	39,057

					613,844	562,695



Description	Status	As of the acquisition date (in $ thousands)	As of June 30, 2026 (in $ thousands)
Labor lawsuits filed by employees, former employees and outsourced personnel of the Cubatão Plant, claiming severance pay and social security rights.	Pending judgment by the Labor Court and administrative bodies, at different levels.	57,343	31,203
Tax proceeding in which the tax authorities seek the reversal of ICMS/SP credits on materials considered as consumables (refractory items and others).	The Tax Debt was included in the Amnesty Program instituted by São Paulo State Law n. 17.843/23.	29,772	—
Labor lawsuits filed by employees, former employees and outsourced personnel of the Ipatinga Plant, claiming severance pay and social security rights.	Pending judgment by the Labor Court and administrative bodies, at different levels.	15,112	10,996
Labor lawsuits filed by former employees challenging the amount of compensation paid on dismissals.	Pending judgment.	10,837	5,751


Other contingencies		86,613	50,064

Provisions for contingencies recognized by Usiminas before business combination		199,677	98,014


Description	Status	As of the acquisition date (in $ thousands)	As of June 30, 2026 (in $ thousands)
Objection filed against the decision that recognized only partially the credit rights established in a final and unappealable court decision that determined the exclusion of ICMS amounts from the calculation basis of PIS/COFINS-Imports.	Pending judgment at administrative level.	94,792	88,247
Tax collection proceedings related to the collection of ICMS/SP on goods shipped to other countries without effective proof of export.	Pending judgment by the trial court.	51,546	47,987
Tax proceedings seeking the reversal of ICMS/SP credits on materials considered as consumables (refractory items and others).	Several case records, declaratory actions and tax collection proceedings, suspended or pending decision by higher courts.	38,640	33,456
ICMS – Action for annulment of the tax debt claimed by the State of Rio Grande do Sul due to failure to make the advance payment of the tax at the entry of goods coming from other States (rate differential ).	Pending judgment by the trial court.	28,789	26,801
Tax assessment notice issued by the State of Minas Gerais concerning alleged reversal of ICMS credits on sale of electrical energy.	Pending judgment by the trial court.	12,386	11,531
Other tax contingencies		206,335	129,153

Provisions for tax contingencies recognized as part of the business combination		432,488	337,175

Public Civil Action seeking the reimbursement of the amounts increased by means of a term of amendment to the Contractor's Agreement, due to alleged overbilling in the construction of a bridge in Brasília/DF.	As of July 3, 2023, the claim was deemed groundless and was pending judgment of appeal. As of December 31, 2023, the action was dismissed as unfounded and the case was archived.	64,315	—
Public Civil Action seeking compensation for alleged damages caused to the State of Santa Catarina's Treasury related to improper expenditures incurred in the construction of a bridge.	Pending conclusion of the expert evidence	21,113	19,655
Other civil and other contingencies (1)		88,905	40,853
Provisions for civil and other contingencies recognized as part of the business combination		174,333	60,508

Labor lawsuits filed by employees, former employees and outsourced personnel of the Cubatão Plant, claiming severance pay and social security rights.	Pending judgment by the Labor Court and administrative bodies, at different levels.	27,123	14,205
Other labour contingencies (1)		22,532	9,461
Provisions for labour contingencies recognized as part of the business combination		49,655	23,666



As of June 30, 2026 (in $ thousands)	Amortized cost	Assets at fair value through profit or loss	Assets at fair value through OCI	Total

(i) Assets as per statement of financial position
Receivables	389,866	—	—	389,866
Derivative financial instruments	—	75	26,345	26,420
Trade receivables	2,011,924	—	—	2,011,924
Other investments	175,314	204,209	921,239	1,300,762
Cash and cash equivalents	1,289,382	141,305	—	1,430,687

Total	3,866,486	345,589	947,584	5,159,659

As of June 30, 2026 (in $ thousands)	Amortized cost	Liabilities at fair value through profit or loss		Total

(ii) Liabilities as per statement of financial position
Other liabilities	240,023	—		240,023
Trade payables	1,957,302	—		1,957,302

Lease liabilities	206,896	—		206,896
Borrowings	2,843,752	—		2,843,752

Total	5,247,973	—		5,247,973


	Fair value measurement as of June 30, 2026 (in $ thousands):
Description	Total	Level 1	Level 2	Level 3 (*)

Financial assets at fair value through profit or loss / OCI
Cash and cash equivalents	141,305	141,305	—	—
Other investments	1,125,448	951,135	174,130	183
Derivative financial instruments	26,420	—	26,420	—

Total assets	1,293,173	1,092,440	200,550	183


	Fair value measurement as of December 31, 2025 (in $ thousands):
Description	Total	Level 1	Level 2	Level 3 (*)

Financial assets at fair value through profit or loss / OCI
Cash and cash equivalents	332,317	332,317	—	—
Other investments	1,385,505	1,231,788	153,488	229
Derivative financial instruments	42,581	—	42,581	—

Total assets	1,760,403	1,564,105	196,069	229

Financial liabilities at fair value through profit or loss / OCI
Derivative financial instruments	1,081	—	1,081	—

Total liabilities	1,081	—	1,081	—


		Six-month period ended June 30,
	Notes	2026	2025
		(Unaudited)
Cash flows from operating activities
Profit for the period		836,917	401,646
Adjustments for:
Depreciation and amortization	7 & 8	374,391	380,857
Income tax accruals less payments	11	(126,932)	(251,955)
Equity in earnings of non-consolidated companies	9	(36,654)	(40,769)
Interest accruals less payments/receipts, net		(10,396)	398
Changes in provisions		(8,715)	4,209
Changes in working capital (1)		(650,763)	726,764
Net foreign exchange results and others		23,777	(55,478)
Provision for ongoing litigation related to the acquisition of a participation in Usiminas	12	71,500	85,000



Net cash provided by operating activities		473,125	1,250,672

Cash flows from investing activities
Capital expenditures	7 & 8	(837,161)	(1,327,490)
Decrease in other investments		376,021	561,926
Proceeds from the sale of property, plant and equipment		1,126	864
Dividends received from non-consolidated companies		1,919	1,922
Acquisition of business	15 (ii)
Purchase consideration		(24,105)	—
Cash acquired		3,739	—
Recovery of loans to non-consolidated companies	13	150,000	—
Acquisition of additional participation in Usiminas	16 (i)	(315,216)	—


Repayment of additional paid in capital		—	(5,145)

Net cash used in investing activities		(643,677)	(767,923)

Cash flows from financing activities
Dividends paid in cash to company’s shareholders	10	(255,200)	(353,354)
Dividends paid in cash to non-controlling interest		(42,615)	(1,958)


	Six-month period ended June 30,
	2026	2025
	(Unaudited)

Inventories at the beginning of the year	4,093,659	4,750,511


Translation differences	—	154,817

Plus: Charges for the period
Raw materials and consumables used and other movements	5,364,430	4,529,099
Services and fees	165,237	150,228
Labor cost	615,315	534,018
Depreciation of property, plant and equipment	304,031	287,572
Amortization of intangible assets	28,724	53,092
Maintenance expenses	425,841	459,693
Office expenses	12,925	9,226

Insurance	17,265	18,691
Change of obsolescence allowance	11,473	9,639
Recovery from sales of scrap and by-products	(18,126)	(16,251)
Others	20,712	26,557

Less: Inventories at the end of the period	(4,395,124)	(4,228,171)

Cost of Sales	6,646,362	6,738,721


	Six-month period ended June 30,
	2026	2025
	(Unaudited)
Services and fees	57,014	58,672
Labor cost	217,829	194,628
Depreciation of property, plant and equipment	15,539	13,681
Amortization of intangible assets	26,097	26,512
Maintenance and expenses	7,747	5,896
Taxes	63,755	73,068
Office expenses	48,725	44,566
Freight and transportation	373,899	366,990
Increase (Decrease) of allowance for doubtful accounts	875	(1,067)
Others	6,583	16,154

Selling, general and administrative expenses	818,063	799,100


	Six-month period ended June 30,
	2026	2025
	(Unaudited)
At the beginning of the year	10,406,110	8,381,155

Acquisition of business (Note 15 (ii))	10,282	—
Currency translation differences	536	142,423
Additions (1)	876,435	1,266,311
Value adjustments of lease contracts	12,350	6,744
Disposals	(25,690)	(18,421)
Depreciation charge	(319,570)	(301,253)
Transfers and reclassifications	(778)	9,240
Capitalized borrowing costs	13,335	—


At the end of the period	10,973,010	9,486,199