Ternium S.A 6-K, filed Nov 1, 2023

Ternium S.A. (TX)

6-K 2023-11-01 For: 2023-09-30

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Added on April 07, 2026

About this 6-K

Ternium S.A filed this 6-K on November 1, 2023.

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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 September 30, 2023
and for the nine-month periods
ended on September 30, 2023 and 2022



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	Acquisition of business – Increase of the participation in Usiminas Control Group and new governance structure of Usiminas	10
4	Segment information	15
5	Cost of sales	17
6	Selling, general and administrative expenses	17
7	Finance expense, Finance income and Other financial income (expenses), net	18
8	Property, plant and equipment, net	18
9	Intangible assets, net	18
10	Investments in non-consolidated companies	19
11	Distribution of dividends	20
12	Contingencies, commitments and restrictions on the distribution of profits	20
13	Related party transactions	23
14	Financial instruments by category and fair value measurement	24
15	Foreign exchange restrictions in Argentina	25
16	The Russia-Ukraine armed conflict	27
17	Ternium to integrate operations in the USMCA	27


TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of September 30, 2023
and for the nine-month periods ended September 30, 2023 and 2022
(All amounts in $ thousands)




		Three-month period ended September 30,		Nine-month period ended September 30,
	Notes	2023	2022	2023	2022
		(Unaudited)		(Unaudited)
Net sales	4	5,184,710	4,125,478	12,679,353	12,867,983
Cost of sales	5	(4,192,014)	(3,325,164)	(10,012,184)	(9,368,257)

Gross profit		992,696	800,314	2,667,169	3,499,726

Selling, general and administrative expenses	6	(442,949)	(277,355)	(1,040,144)	(869,102)
Other operating (expense) income, net		(22,431)	3,280	(10,578)	25,782

Operating income	4	527,316	526,239	1,616,447	2,656,406

Finance expense	7	(47,328)	(14,634)	(81,070)	(28,569)
Finance income	7	77,740	7,080	161,219	47,033
Other financial (expense) income, net	7	(199)	(47,393)	(60,099)	(97,104)

Equity in earnings of non-consolidated companies	10	18,643	(89,688)	80,819	18,334



Effect related to the increase of the participation in Usiminas	3	(171,045)	—	(171,045)	—
Recycling of other comprehensive income related to Usiminas	3	(934,946)	—	(934,946)	—
(Loss) Profit before income tax credit (expense)		(529,819)	381,604	611,325	2,596,100

Income tax expense		(253,020)	(161,701)	(178,761)	(562,494)

(Loss) Profit for the period		(782,839)	219,903	432,564	2,033,606

Attributable to:
Owners of the parent		(739,134)	152,793	262,170	1,727,684
Non-controlling interest		(43,705)	67,110	170,394	305,922

(Loss) Profit for the period		(782,839)	219,903	432,564	2,033,606

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)		(0.38)	0.08	0.13	0.88


		Balances as of
	Notes	September 30, 2023		December 31, 2022
		(Unaudited)
ASSETS

Non-current assets
Property, plant and equipment, net	8	7,384,023		6,261,887
Intangible assets, net	9	1,028,981		944,409
Investments in non-consolidated companies	10	512,998		821,571
Other investments		262,471		100,716

Deferred tax assets	3	1,526,677		200,237
Receivables, net		808,720		318,690
Trade receivables, net		38	11,523,908	—	8,647,510

Current assets
Receivables, net		1,161,519		662,762
Derivative financial instruments		—		227
Inventories, net		5,135,940		3,470,215
Trade receivables, net		2,172,611		1,180,689
Other investments		2,468,753		1,875,026
Cash and cash equivalents		1,815,731	12,754,554	1,653,355	8,842,274

Non-current assets classified as held for sale			6,577		1,764

			12,761,131		8,844,038

Total Assets			24,285,039		17,491,548

EQUITY
Capital and reserves attributable to the owners of the parent			12,436,657		11,845,959

Non-controlling interest			4,429,678		1,922,434

Total Equity			16,866,335		13,768,393

LIABILITIES

Non-current liabilities
Provisions		909,198		81,422
Deferred tax liabilities		25,517		162,742
Other liabilities		1,152,885		538,214
Trade payables		11,303		1,112

Lease liabilities		198,576		190,134
Borrowings		1,193,564	3,491,043	532,701	1,506,325

Current liabilities
Current income tax liabilities		173,004		135,703
Other liabilities		511,925		344,843
Trade payables		2,199,379		1,187,600
Derivative financial instruments		20,360		505
Lease liabilities		51,833		49,015
Borrowings		971,160	3,927,661	499,164	2,216,830

Total Liabilities			7,418,704		3,723,155

Total Equity and Liabilities			24,285,039		17,491,548


	Attributable to the owners of the parent (1)
	Capital stock (2)	Treasury shares (2)	Initial public offering expenses	Reserves (3)	Capital stock issue discount (4)	Currency translation adjustment	Retained earnings	Total	Non-controlling interest	Total Equity


Balance as of January 1, 2023	2,004,743	(150,000)	(23,295)	1,394,567	(2,324,866)	(2,859,068)	13,803,878	11,845,959	1,922,434	13,768,393

Profit for the period							262,170	262,170	170,394	432,564
Other comprehensive income (loss) for the period
Currency translation adjustment (7)						871,641		871,641	(20,531)	851,110
Remeasurement of post employment benefit obligations				2,354				2,354	(7,804)	(5,450)

Others (5)				(192,113)				(192,113)	22,828	(169,285)

Total comprehensive income (loss) for the period	—	—	—	(189,759)	—	871,641	262,170	944,052	164,887	1,108,939

Dividends paid in cash (6)							(353,354)	(353,354)	—	(353,354)
Dividends paid in kind to non-controlling interest								—	(233,538)	(233,538)


Effects related to the gain of control over Usiminas (7)				—				—	2,575,895	2,575,895

Balance as of September 30, 2023 (unaudited)	2,004,743	(150,000)	(23,295)	1,204,808	(2,324,866)	(1,987,427)	13,712,694	12,436,657	4,429,678	16,866,335


TERNIUM S.A.
Consolidated Condensed Interim Financial Statements as of September 30, 2023
and for six-month periods ended September 30, 2023 and 2022
(All amounts in $ thousands)


Fair value of acquired assets and assumed liabilities (provisional):						in $ thousands

Property, plant and equipment						904,780
Investments in non-consolidated companies						400,037
Inventories						1,707,311
Cash and cash equivalents						781,072
Other investments						247,005
Trade receivables, net						719,631
Other receivables						854,917
Deferred tax assets						1,327,232
Borrowings						(1,224,399)
Provisions						(856,153)
Trade payables						(758,687)
Other assets and liabilities, net						(509,486)
Net assets acquired						3,593,260

Non-controlling interest						(2,818,358)
Remeasurent of previously held interest in Usiminas						(385,851)
Total Purchase consideration						(118,686)
Bargain purchase gain						270,365

Loss on the remeasurent of previously held interest in Usiminas						(441,410)
Net loss effect related to the increase of the participation in Usiminas						(171,045)


						in $ thousands

Provisions for contingencies recognized by Usiminas before business combination						(199,677)

Provisions for contingencies recognized as part of the business combination:
Tax related contingencies						(432,488)
Labour related contingencies						(49,655)
Civil and other related contingencies						(174,333)
Total Provision for contingencies						(856,153)


	Nine-month period ended September 30, 2023 (Unaudited)
	Steel	Mining	Usiminas	Inter-segment eliminations	Total

Operating income - Management view	1,869,298	(44,857)	(65,533)	(6,634)	1,752,274
Reconciliation:
Differences in Cost of sales					(135,827)

Operating income - Under IFRS					1,616,447

Financial income (expense), net					20,050
Equity in earnings (losses) of non-consolidated companies					80,819

Income before income tax expense - IFRS					1,717,316

Net sales from external customers	11,320,454	—	1,358,898	—	12,679,353
Net sales from transactions with other operating segments of the same entity	155,852	308,492	11,177	(475,521)	—

Depreciation and amortization	(379,119)	(73,523)	(14,051)	—	(466,693)

	Nine-month period ended September 30, 2022 (Unaudited)
	Steel	Mining	Usiminas	Inter-segment eliminations	Total

Operating income - Management view	2,163,008	16,194	—	6,559	2,185,761
Reconciliation:
Differences in Cost of sales					470,645

Operating income - Under IFRS					2,656,406

Financial income (expense), net					(78,640)
Equity in earnings (losses) of non-consolidated companies					18,334

Income before income tax expense - IFRS					2,596,100

Net sales from external customers	12,867,920	63	—	—	12,867,983
Net sales from transactions with other operating segments of the same entity	—	314,325	—	(314,325)	—

Depreciation and amortization	(390,846)	(65,222)	—	—	(456,068)


	Nine-month period ended September 30, 2023 (Unaudited)
	Mexico	Southern region	Brazil	Other markets	Total

Net sales	7,131,747	2,680,560	1,365,023	1,502,023	12,679,353

Non-current assets (1)	4,914,815	875,716	2,311,712	310,761	8,413,004

	Nine-month period ended September 30, 2022 (Unaudited)
	Mexico	Southern region	Brazil	Other markets	Total

Net sales	6,975,691	2,894,941	591,246	2,406,105	12,867,983

Non-current assets (1)	4,754,124	871,007	1,372,064	311,350	7,308,545

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


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

			September 30, 2023	December 31, 2022	September 30, 2023	December 31, 2022

Usinas Siderurgicas de Minas Gerais S.A. - USIMINAS	Brazil	Manufacturing and selling of steel products	-	34.39%	—	725,705
Techgen S.A. de C.V.	Mexico	Provision of electric power	48.00%	48.00%	108,344	90,559
Unigal Usiminas Ltda.	Brazil	Manufacturing and selling of steel products	70.00%	-	137,866	—
MRS Logística S.A	Brazil	Logistical services	11.41%	-	226,439	—
Other non-consolidated companies (1)					40,349	5,307
					512,998	821,571



As of September 30, 2023 (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	468,369	—	—	468,369

Trade receivables	2,172,649	—	—	2,172,649
Other investments	1,247,819	225,882	1,257,366	2,731,067
Cash and cash equivalents	803,012	818,977	193,742	1,815,731

Total	4,691,849	1,044,859	1,451,108	7,187,816

As of September 30, 2023 (in $ thousands)	Amortized cost	Liabilities at fair value through profit or loss		Total

(ii) Liabilities as per statement of financial position
Other liabilities	375,863	—		375,863
Trade payables	2,128,998	—		2,128,998
Derivative financial instruments	—	20,360		20,360
Lease liabilities	250,409	—		250,409
Borrowings	2,164,724	—		2,164,724

Total	4,919,994	20,360		4,940,354


	Fair value measurement as of September 30, 2023 (in $ thousands):
Description	Total	Level 1	Level 2	Level 3

Financial assets at fair value through profit or loss / OCI
Cash and cash equivalents	1,012,719	1,012,719	—	—
Other investments	1,483,248	1,338,628	108,653	35,967


Total assets	2,495,967	2,351,347	108,653	35,967

Financial liabilities at fair value through profit or loss / OCI
Derivative financial instruments	20,360	—	20,360	—

Total liabilities	20,360	—	20,360	—


	Fair value measurement as of December 31, 2022 (in $ thousands):
Description	Total	Level 1	Level 2	Level 3 (*)

Financial assets at fair value through profit or loss / OCI
Cash and cash equivalents	772,953	772,953	—	—
Other investments	1,492,281	1,283,284	164,980	44,017
Derivative financial instruments	227	—	227	—

Total assets	2,265,461	2,056,237	165,207	44,017

Financial liabilities at fair value through profit or loss / OCI
Derivative financial instruments	505	—	505	—

Total liabilities	505	—	505	—