terniumfs3q13_6k.htm - Generated by SEC Publisher for SEC Filing
 

 

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 11/5/2013

 

Ternium S.A.

(Translation of Registrant's name into English)

 

Ternium S.A.
29, Avenue de la Porte-Neuve

L-2227 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  Ö      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   Ö 

 

 

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 September 30, 2013.

 

 

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
Name: Pablo Brizzio
Title: Chief Financial Officer

By: /s/ Daniel Novegil
Name: Daniel Novegil
Title: Chief Executive Officer

 

 

Dated: November 5, 2013

 

 


 

 

 

 

TERNIUM S.A.

Consolidated Condensed Interim Financial
Statements as of September 30, 2013

and for the nine-month periods

ended on September 30, 2013 and 2012

 

 

29 Avenue de la Porte-Neuve, 3rd floor

L – 2227

R.C.S. Luxembourg: B 98 668

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 
 

 

INDEX

 

 

Page

Report of Independent Registered Public Accounting Firm

1

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

9

3

New or amended accounting standards adopted

10

4

Segment information

11

5

Cost of sales

14

6

Selling, general and administrative expenses

14

7

Other financial income, net

15

8

Property, plant and equipment, net

15

9

Intangible assets, net

15

10

Investments in non-consolidated companies

16

11

Distribution of dividends

17

12

Contingencies, commitments and restrictions on the distribution of profits

18

13

Related party transactions

20

14

Fair value measurement

21

15

Investment in power plant in Mexico

21

 

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

(All amounts in USD thousands) 

 

Consolidated Condensed Interim Income Statements

     

Three-month period ended
September 30,

 

Nine-month period ended
September 30,

 

Notes  

 

2013

 

2012

 

2013

 

2012

     

(Unaudited)

 

(Unaudited)

Net sales

4

 

2,143,824

 

2,197,955

 

6,413,994

 

6,537,102

Cost of sales

4 & 5

 

(1,679,194)

 

(1,749,856)

 

(4,990,078)

 

(5,135,471)

                   

Gross profit

4

 

464,630

 

448,099

 

1,423,916

 

1,401,631

                   

Selling, general and administrative expenses

4 & 6

 

(209,919)

 

(197,638)

 

(632,869)

 

(612,208)

Other operating income, net

4

 

11,345

 

3,599

 

22,822

 

7,783

                   

Operating income

4

 

266,056

 

254,060

 

813,868

 

797,206

                   

Interest expense

   

(29,646)

 

(35,198)

 

(93,366)

 

(112,501)

Interest income

   

3,000

 

3,418

 

9,615

 

14,907

Other financial (expenses) income, net

7  

 

840

 

(5,978)

 

(21,314)

 

3,334

                   

Equity in losses of non-consolidated companies (1)

   

(926)

 

(16,029)

 

(27,091)

 

(51,032)

                   

Income before income tax expense

   

239,324

 

200,273

 

681,712

 

651,914

                   

Income tax expense

   

(103,306)

 

(64,699)

 

(259,860)

 

(229,787)

                   

Profit for the period

   

136,018

 

135,574

 

421,852

 

422,127

                   

Profit for the period attributable to:

                 

Equity holders of the Company

   

97,848

 

112,455

 

329,823

 

355,812

Non-controlling interest

   

38,170

 

23,119

 

92,029

 

66,315

                   

Profit for the period

   

136,018

 

135,574

 

421,852

 

422,127

                   

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 USD per share)

   

0.05

 

0.06

 

0.17

 

0.18

 

(1) In connection with the acquisition of Usinas Siderúrgicas de Minas Gerais (“Usiminas”), the Company has completed the purchase price allocation in December 31, 2012. Accordingly, following the provisions of IFRS 3, the Company has retrospectively adjusted the reported figures as of September 30, 2012, modifying mainly equity in losses of non-consolidated companies by USD 41.7 million.

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 fiscal year ended December 31, 2012.

 

Page 2 of 21 

 


 

 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

(All amounts in USD thousands) 

 

Consolidated Condensed Interim Statements of Comprehensive Income

   

Three-month period ended
September 30,

 

Nine-month period ended
September 30,

   

2013

 

2012

 

2013

 

2012

   

(Unaudited)

 

(Unaudited)

Profit for the period

 

136,018

 

135,574

 

421,852

 

422,127

                 

Items that may be reclassified subsequently to profit or loss:

               

Currency translation adjustment

 

(86,628)

 

(35,288)

 

(186,574)

 

(90,518)

Currency translation adjustment from participation in non-consolidated companies

 

(9,274)

 

(9,168)

 

(131,068)

 

(269,865)

Changes in the fair value of derivatives classified as cash flow hedges

 

(553)

 

1,051

 

1,313

 

17,658

Income tax relating to cash flow hedges

 

166

 

(315)

 

(394)

 

(2,839)

Changes in the fair value of derivatives classified as cash flow hedges from participation in non-consolidated companies

 

160

 

1,021

 

6,870

 

(332)

Others from participation in non-consolidated companies

 

3,749

 

(2,310)

 

463

 

(5,347)

Items that may not be reclassified subsequently to profit or loss:

               

Actuarial loss on post employment benefit obligations

 

185

 

147

 

105

 

(1,532)

                 

Other comprehensive loss for the period, net of tax

 

(92,195)

 

(44,862)

 

(309,285)

 

(352,775)

                 

Total comprehensive income for the period

 

43,823

 

90,712

 

112,567

 

69,352

                 

Attributable to:

 

Equity holders of the Company

 

40,272

 

83,992

 

105,638

 

67,112

Non-controlling interest

 

3,551

 

6,720

 

6,929

 

2,240

                 

Total comprehensive income for the period

 

43,823

 

90,712

 

112,567

 

69,352

                 

 

 

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 fiscal year ended December 31, 2012.

Page 3 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

(All amounts in USD thousands) 

 

Consolidated Condensed Interim Statements of Financial Position

   

Notes

  

September 30, 2013

 

December 31, 2012

ASSETS

   

  

(Unaudited)

 

 

 

 

Non-current assets

   

  

             

Property, plant and equipment, net

 

8

  

4,763,427

     

4,438,117

   

Intangible assets, net

 

9

  

964,836

     

965,206

   

Investments in non-consolidated companies

 

10

  

1,443,926

     

1,710,722

   

Other investments

   

  

-

     

6,950

   

Derivative financial instruments

   

  

1,042

     

-

   

Deferred tax assets

     

14,630

     

12,541

   

Receivables, net

     

31,938

     

72,806

   

Trade receivables, net

     

2,507

 

7,222,306

 

5,029

 

7,211,371

     

  

             

Current assets

                   

Receivables

     

165,035

     

187,212

   

Derivative financial instruments

     

-

     

64

   

Inventories, net

     

1,831,380

     

2,000,137

   

Trade receivables, net

     

751,944

     

735,140

   

Other investments

     

161,112

     

160,750

   

Cash and cash equivalents

     

323,354

 

3,232,825

 

560,307

 

3,643,610

                     

Non-current assets classified as held for sale

         

16,289  

     

12,018

                     
           

3,249,114

     

3,655,628

                     

Total assets

     

  

 

10,471,420

 

  

 

10,866,999

       

  

     

  

   

EQUITY

     

  

     

  

   

Capital and reserves attributable to the company’s equity holders

     

  

 

5,346,817

 

  

 

5,369,183

                     

Non-controlling interest

     

  

 

1,044,690

 

  

 

1,065,730

                     

Total equity

         

6,391,507

     

6,434,913

                     

LIABILITIES

                   

Non-current liabilities

     

  

     

  

   

Provisions

     

14,832

 

  

 

17,499

   

Deferred income tax

     

629,221

 

  

 

657,211

   

Other liabilities

     

333,872

 

  

 

310,569

   

Trade payables

     

16,032

     

18,337

   

Derivative financial instruments

     

-

     

271

   

Borrowings

     

653,133

 

1,647,090

 

1,302,753

 

2,306,640

               

  

   

Current liabilities

             

  

   

Current tax liabilities

     

179,849

     

153,071

   

Other liabilities

     

128,181

     

88,540

   

Trade payables

     

682,068

     

762,225

   

Borrowings

     

1,442,725

 

2,432,823

 

1,121,610

 

2,125,446

               

  

   

Total liabilities

         

4,079,913

 

  

 

4,432,086

               

  

   

Total equity and liabilities

         

10,471,420

 

  

 

10,866,999

                     

 

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 fiscal year ended December 31, 2012.

Page 4 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

(All amounts in USD thousands) 

 

Consolidated Condensed Interim Statements of Changes in Equity

 

Attributable to the Company’s equity holders (1)

   
 

Capital stock (2)

Treasury shares

Initial public offering expenses

Reserves (3)

Capital stock issue discount (4)

Currency translation adjustment

Retained earnings

Total

Non-controlling interest

Total Equity

                     

Balance at January 1, 2013 (as previously reported)

2,004,743

(150,000)

(23,295)

1,555,079

(2,324,866)

(1,204,884)

5,564,106

5,420,883

1,074,763

6,495,646

                     

Adjustments (5)

     

(57,050)

 

5,112

238

(51,700)

(9,033)

(60,733)

                     

Balance at January 1, 2013 (adjusted)

2,004,743

(150,000)

(23,295)

1,498,029

(2,324,866)

(1,199,772)

5,564,344

5,369,183

1,065,730

6,434,913

                     

Profit for the period

           

329,823

329,823

92,029

421,852

Other comprehensive income (loss) for the period

                   

Currency translation adjustment

         

(231,302)

 

(231,302)

(86,340)

(317,642)

Actuarial loss on post employment benefit obligations

     

64

     

64

41

105

Cash flow hedges, net of tax

     

6,637

     

6,637

1,152

7,789

Others

     

416

     

416

47

463

                     
                     

Total comprehensive income for the period

-

-

-

7,117

-

(231,302)

329,823

105,638

6,929

112,567

                     

Acquisition of non-controlling interest (6)

     

(404)

     

(404)

(525)

(929)

Dividends paid in cash (7)

           

(127,600)

(127,600)

 

(127,600)

Dividends paid in cash by subsidiary companies

             

-

(27,444)

(27,444)

                     

Balance at September 30, 2013 (unaudited)

2,004,743

(150,000)

(23,295)

1,504,742

(2,324,866)

(1,431,074)

5,766,567

5,346,817

1,044,690

6,391,507

 

(1) Shareholders’ equity determined in accordance with accounting principles generally accepted in Luxembourg is disclosed in Note 12 (v).

(2) The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of USD 1.00 per share. As of September 30, 2013, there were 2,004,743,442 shares issued. All issued shares are fully paid.

(3) Include legal reserve under Luxembourg law for USD 200.5 million, undistributable reserves under Luxembourg law for USD 1.4 billion, hedge accounting reserve, net of tax effect, for USD 0.7  million and reserves related to the acquisition of non-controlling interest in subsidiaries according to IAS 27 for USD (58.9) million.

(4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.

(5) See note 3.

(6) Corresponds to the acquisition of the non-controlling interest held by Siderúrgica de Caldas S.A.S., a subsidiary of Ternium S.A., in Procesadora de Materiales Industriales S.A. in April 2013.

(7) See note 11.

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 financial statements may not be wholly distributable. See Note 12 (v).

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 fiscal year ended December 31, 2012.

Page 5 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

(All amounts in USD thousands) 

 

Consolidated Condensed Interim Statements of Changes in Equity

 

Attributable to the Company’s equity holders (1)

   
 

Capital stock (2)

Treasury shares

Initial public offering expenses

Reserves (3)

Capital stock issue discount (4)

Currency translation adjustment

Retained earnings

Total

Non-controlling interest

Total Equity

                     

Balance at January 1, 2012 (as previously reported)

2,004,743

(150,000)

(23,295)

1,542,040

(2,324,866)

(864,353)

5,572,103

5,756,372

1,084,827

6,841,199

                     

Adjustments (5)

     

(50,295)

 

5,190

228

(44,877)

(7,772)

(52,649)

                     

Balance at January 1, 2012 (adjusted)

2,004,743

(150,000)

(23,295)

1,491,745

(2,324,866)

(859,163)

5,572,331

5,711,495

1,077,055

6,788,550

                     

Profit for the period

           

355,812

355,812

66,315

422,127

Other comprehensive income (loss) for the period

                   

Currency translation adjustment

         

(296,419)

 

(296,419)

(63,964)

(360,383)

Actuarial loss on post employment benefit obligations

     

(727)

     

(727)

(805)

(1,532)

Cash flow hedges, net of tax

     

13,247

     

13,247

1,240

14,487

Others

     

(4,801)

     

(4,801)

(546)

(5,347)

                     

Total comprehensive income for the period

-

-

-

7,719

-

(296,419)

355,812

67,112

2,240

69,352

                     

Dividends paid in cash

           

(147,231)

(147,231)

 

(147,231)

Dividends paid in cash by subsidiary companies

             

-

(15,902)

(15,902)

Contributions from non-controlling shareholders in consolidated subsidiaries (6)

             

-

41,650

41,650

                     

Balance at September 30, 2012 (unaudited)

2,004,743

(150,000)

(23,295)

1,499,464

(2,324,866)

(1,155,582)

5,780,912

5,631,376

1,105,044

6,736,419

 

(1) Shareholders’ equity determined in accordance with accounting principles generally accepted in Luxembourg is disclosed in Note 12 (v).

(2) The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of USD 1.00 per share. As of September 30, 2012, there were 2,004,743,442 shares issued. All issued shares are fully paid.

(3) Include legal reserve under Luxembourg law for USD 200.5 million, undistributable reserves under Luxembourg law for USD 1.4 billion, hedge accounting reserve, net of tax effect, for USD (10.1) million and reserves related to the acquisition of non-controlling interest in subsidiaries according to IAS 27 for USD (58.5) million.

(4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.

(5) See note 3.

(6) Corresponds to the contribution made by Nippon Steel Corporation in Tenigal, S.R.L. de C.V.

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 financial statements may not be wholly distributable. See Note 12 (v).

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 fiscal year ended December 31, 2012.

Page 6 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

(All amounts in USD thousands) 

 

Consolidated Condensed Interim Statements of Cash Flows

       

Nine-month period ended
September 30,

   

Notes

 

2013

 

2012

       

(Unaudited)

Cash flows from operating activities

           

Profit for the period

     

421,852

 

422,127

Adjustments for:            

Depreciation and amortization

 

8 & 9

 

282,644

 

266,675

Income tax accruals less payments

     

(53,772)

 

65,803

Equity in losses of non-consolidated companies

     

27,091

 

51,032

Interest accruals less payments

     

(18,482)

 

(13,093)

Changes in provisions

     

5,529

 

4,676

Changes in working capital

     

124,276

 

(80,153)

Net foreign exchange results and others

     

56,364

 

61,558

Net cash provided by operating activities

     

845,502

 

778,625

             
Cash flows from investing activities            

Capital expenditures

 

8 & 9

 

(725,143)

 

(710,197)

Acquisition of business - Purchase consideration

     

-

 

(2,243,610)

Decrease in other investments

     

6,588

 

126,458

Proceeds from the sale of property, plant and equipment

     

1,558

 

1,480

Dividends received from non-consolidated companies

     

-

 

4,718

Acquisition of non-controlling interest

     

(929)

 

-

Net cash used in investing activities

     

(717,926)

 

(2,821,151)

             
Cash flows from financing activities            

Dividends paid in cash to company’s shareholders

     

(127,600)

 

(147,231)

Dividends paid in cash by subsidiary companies

     

(27,444)

 

(15,902)

Contributions from non-controlling shareholders in consolidated subsidiaries

     

-

 

41,650

Proceeds from borrowings

     

972,953

 

1,038,233

Repayments of borrowings

     

(1,190,899)

 

(699,838)

Net cash (used in) provided by financing activities

     

(372,990)

 

216,912

             

Decrease in cash and cash equivalents

     

(245,414)

 

(1,825,614)

             
Movement in cash and cash equivalents            

At January 1,

     

560,307

 

2,158,044

Effect of exchange rate changes

     

(3,766)

 

(4,842)

Initial cash - Proportional consolidation of Peña Colorada and Exiros

 

10

 

12,227

 

-

Decrease in cash and cash equivalents

     

(245,414)

 

(1,825,614)

Cash and cash equivalents at September 30, (1)

     

323,354

 

327,588

 

 

(1)   It includes restricted cash of USD 1,315 and USD 48 as of September 30, 2013 and 2012, respectively. In addition , the Company had other investments with a maturity of more than three months for USD 161,112 as of September 30, 2013.

 

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 fiscal year ended December 31, 2012.

Page 7 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

Notes to the 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 USD 1.00 per share.  As of September 30, 2013, there were 2,004,743,442 shares issued.  All issued shares are fully paid.

 

Following a corporate reorganization carried out during fiscal year 2005, in January 2006 the Company successfully completed its registration process with the United States Securities and Exchange Commission (“SEC”).  Ternium’s ADSs began trading on the New York Stock Exchange under the symbol “TX” on February 1, 2006.  The Company’s initial public offering was settled on February 6, 2006.  On January 31, 2011, the Company filed with the SEC a registration statement on form F-3 relating to sales of equity and debt securities.

 

The Company was initially established as a public limited liability company (société anonyme) 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 and 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, corporate income tax on its worldwide income) and its dividend distributions will generally be subject to Luxembourg withholding tax.  However, dividends received by the Company from subsidiaries in high income tax jurisdictions, as defined under Luxembourg law, will continue to be exempt from corporate income tax in Luxembourg under Luxembourg’s participation exemption.

 

As part of the Company’s corporate reorganization in connection with the termination of Luxembourg’s 1929 holding company regime, on December 6, 2010, the Company contributed its equity holdings in all its subsidiaries and all its financial assets to its Luxembourg wholly-owned subsidiary Ternium Investments S.à.r.l., or Ternium Investments, in exchange for newly issued corporate units of Ternium Investments. As the assets contributed were recorded at their historical carrying amount in accordance with Luxembourg GAAP, the Company’s December 2010 contribution of such assets to Ternium Investments resulted in a non-taxable revaluation of the accounting value of the Company’s assets under Luxembourg GAAP. The amount of the December 2010 revaluation was equal to the difference between the historical carrying amounts of the assets contributed and the value at which such assets were contributed and amounted to USD 4.0 billion. However, for the purpose of these consolidated financial statements, the assets contributed by Ternium to its wholly-owned subsidiary Ternium Investments were recorded based on their historical carrying amounts in accordance with IFRS, with no impact on the financial statements.

 

 

 

Page 8 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

1.      GENERAL INFORMATION AND BASIS OF PRESENTATION (continued)

 

Following the completion of the corporate reorganization, and upon its conversion into an ordinary Luxembourg holding company, the Company voluntarily recorded a special reserve exclusively for tax-basis purposes. As of December 31, 2012 and 2011, this special tax reserve amounted to USD 7.6 billion and USD 7.7 billion, respectively. The Company expects that, as a result of its corporate reorganization, its current overall tax burden will not increase, as all or substantially all of its dividend income will come from high income tax jurisdictions. In addition, the Company expects that dividend distributions for the foreseeable future will be imputed to the special reserve and therefore should be exempt from Luxembourg withholding tax under current Luxembourg law.

 

The name and percentage of ownership of subsidiaries that have been included in consolidation in these Consolidated Condensed Interim Financial Statements is disclosed in Note 2 to the audited Consolidated Financial Statements for the year ended December 31, 2012.

 

Certain comparative amounts have been reclassified to conform to changes in presentation in the current period, and also to reflect the changes necessary for September 30, 2012 in connection with the completion of the purchase price allocation of Usiminas.

 

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.

 

Material intercompany transactions and balances have been eliminated in consolidation. However, the fact that the functional currency of the Company’s subsidiaries differ, results in the generation of foreign exchange gains and losses that are included in the Consolidated Condensed Interim Income Statement under “Other financial  income (expenses), net”.

 

These Consolidated Condensed Interim Financial Statements have been approved for issue by the Board of Directors of Ternium on November 5, 2013.

 

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, 2012, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, and adopted by the European Union. 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, 2012, except for the changes described in note 3.

 

In September 2013, Argentina enacted a law that amends its income tax law. The law includes a new 10% withholding tax on dividend distributions made by Argentine companies to foreign beneficiaries. Accordingly, as of September 30, 2013, the Company recorded an income tax provision of USD 24.0 million, for the deferred tax liability on reserves for future dividends at our Argentine subsidiaries.

Page 9 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

 

3.      NEW OR AMENDED ACCOUNTING STANDARDS ADOPTED

 

The Company has applied the following standards as of January 1, 2013:

 

•    IAS 19, “Employee benefits”

      

In June 2011, the IASB issued IAS 19 (amended 2011), “Employee benefits”, which makes significant changes to the recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for all employee benefits.

 

As a consequence of this application of this standard, the following note should replace note 4 (n)(1) paragraphs 1 to 5 as included in the audited Consolidated Financial Statements for the year ended December 31, 2012:

 

(1) Pension obligations and other post-employment obligations

   

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. The defined benefit obligation is calculated annually (at year end) by independent actuaries using the projected unit credit method.

   

Actuarial 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 income.

 

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 plan assets.

 

The effect of these adjustments in the pension obligations and other post-employment obligations is as follows:

 

 

Period ended

 

December 31, 2012

 

September 30,
2012

 

December 31, 2011

           

Effect in Equity

(60,733)

 

(54,926)

 

(52,649)

           

Effect in Liabilities

60,733

 

54,926

 

52,649

Deferred income tax liability

(24,880)

 

(22,453)

 

(21,515)

Other liabilities

85,613

 

77,379

 

74,164

 

Page 10 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

3.      NEW OR AMENDED ACCOUNTING STANDARDS ADOPTED (continued)

 

•    Amendments to IAS 1, “Financial statement presentation”

 

In June 2011, the IASB issued IAS 1 (amended 2011), “Financial statement presentation”. The amendment requires entities to separate items presented in Other comprehensive income into two groups, based on whether or not they may be recycled to profit or loss in the future. See impact of the application in the Consolidated Condensed Interim Statements of Comprehensive Income.

 

•    IFRS 13, “Fair value measurement”

 

In May 2011, the IASB issued IFRS 13, “Fair value measurement”. The standard explains how to measure fair value and aims to enhance fair value disclosures. See information related to this standard in note 14.

 

4.      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.

 

The Steel segment comprises three operating segments: Mexico, Southern Region and Other markets. These three 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 Other markets operating segment includes businesses mainly in United States, Colombia, Guatemala, Costa Rica, El Salvador, Nicaragua and Honduras.

 

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. Starting on January 1, 2013, it also includes 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. In the comparative information as of September 30, 2012, the 50% of the operations and results performed by Peña Colorada are only included under management view, see explanation included in note 10.

 

Page 11 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

4.      SEGMENT INFORMATION (continued)

 

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).

 

- Under IFRS, the results of Peña Colorada are aggregated in equity in earnings of non-consolidated companies until December 31, 2012. Starting on January 1, 2013, these results are included considering 50% of the operations on a line by line basis, see note 10 for further detail. In the comparative information as of September 30, 2012, the 50% of the operations and results performed by Peña Colorada are only included under management view.

 

- Other timing and non-significant differences.

 

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

 

 

Nine-month period ended September 30, 2013 (Unaudited)

 

Steel

Mining

Inter-segment eliminations

Total

         

IFRS

       
         

Net sales

6,351,259

276,344

(213,609)

6,413,994

Cost of sales

(4,998,852)

(201,918)

210,692

(4,990,078)

Gross profit

1,352,407

74,426

(2,917)

1,423,916

         

Selling, general and administrative expenses

(614,805)

(18,064)

-

(632,869)

Other operating income, net

22,717

105

-

22,822

         

Operating income - IFRS

760,319

56,467

(2,917)

813,869

         

Management view

       
         

Net sales

6,351,259

388,620

(325,885)

6,413,994

Operating income

583,526

166,176

(2,917)

746,785

         

Reconciliation items:

       
         

Differences in Cost of sales

     

67,084

         

Operating income - IFRS

     

813,869

         

Financial income (expense), net

     

(105,065)

Equity in earnings of non-consolidated companies

     

(27,091)

         

Income before income tax expense - IFRS

     

681,713

         

Depreciation and amortization - IFRS

(261,376)

(21,268)

-

(282,644)

 

Page 12 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

4.      SEGMENT INFORMATION (continued)

 

 

Nine-month period ended September 30, 2012 (Unaudited)

 

Steel

Mining

Inter-segment eliminations

Total

         

IFRS

       
         

Net sales

6,536,868

143,639

(143,405)

6,537,102

Cost of sales

(5,163,754)

(107,687)

135,970

(5,135,471)

Gross profit

1,373,114

35,952

(7,435)

1,401,631

         

Selling, general and administrative expenses

(608,108)

(4,100)

-

(612,208)

Other operating income, net

7,408

375

-

7,783

         

Operating income - IFRS

772,414

32,227

(7,435)

797,206

         

Management view

       
         

Net sales

6,536,868

384,973

(384,739)

6,537,102

Operating income

649,286

208,932

(7,669)

850,549

         

Reconciliation items:

       
         

Differences in Cost of sales

     

(39,792)

Differences related to Peña Colorada (Line by line vs Equity method)

     

(13,551)

         

Operating income - IFRS

     

797,206

         

Financial income (expense), net

     

(94,260)

Equity in earnings of non-consolidated companies

     

(51,032)

         

Income before income tax expense - IFRS

     

651,914

         

Depreciation and amortization - IFRS

(255,340)

(11,334)

-

(266,674)

 

GEOGRAPHICAL INFORMATION

 

There are no revenues from external customers attributable to the Company’s country of incorporation (Luxembourg).

 

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.

 

 

Nine-month period ended September 30, 2013 (Unaudited)

 

Mexico

Southern region

Other markets

Total

         

Net sales

3,167,794

2,201,550

1,044,650

6,413,994

         

Non-current assets (1)

4,278,646

1,172,088

277,529

5,728,263

         
 

Nine-month period ended September 30, 2012 (Unaudited)

 

Mexico

Southern region

Other markets

Total

         

Net sales

3,427,893

2,054,248

1,054,961

6,537,102

         

Non-current assets (1)

3,774,934

1,196,999

308,372

5,280,305

         

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

   

 

Page 13 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

5.      COST OF SALES

 

 

Nine-month period ended
September 30,

 

2013

 

2012

 

(Unaudited)

       

Inventories at the beginning of the year

2,000,137

 

2,123,516

Opening inventories - Peña Colorada (see note 10)

18,006

 

-

Translation differences

(112,777)

 

(70,418)

Plus: Charges for the period      

Raw materials and consumables used and other movements

3,827,735

 

4,149,400

Services and fees

67,678

 

89,949

Labor cost

454,138

 

422,536

Depreciation of property, plant and equipment

232,564

 

220,081

Amortization of intangible assets

12,093

 

6,976

Maintenance expenses

324,006

 

285,814

Office expenses

5,392

 

5,424

Insurance

11,170

 

4,769

Recovery of obsolescence allowance

(2,259)

 

9,219

Recovery from sales of scrap and by-products

(31,458)

 

(32,945)

Others

15,033

 

12,648

       

Less: Inventories at the end of the period

(1,831,380)

 

(2,091,498)

Cost of Sales

4,990,078

 

5,135,471

 

 

6.      SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

 

 

Nine-month period ended
September 30,

 

2013

 

2012

 

(Unaudited)

Services and fees

55,637

 

73,731

Labor cost

174,367

 

161,765

Depreciation of property, plant and equipment

10,195

 

6,347

Amortization of intangible assets

27,792

 

33,271

Maintenance and expenses

6,106

 

4,638

Taxes

107,237

 

84,770

Office expenses

30,527

 

34,196

Freight and transportation

207,647

 

201,118

Increase of allowance for doubtful accounts

(260)

 

629

Others

13,621

 

11,743

Selling, general and administrative expenses  

632,869

 

612,208

 

 

Page 14 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

7.      OTHER FINANCIAL INCOME (EXPENSES) , NET

 

 

Nine-month period ended
September 30,

 

2013

 

2012

 

(Unaudited)

Net foreign exchange (loss) gain

(2,064)

 

2,209

Change in fair value of financial instruments

(9,172)

 

11,710

Debt issue costs

(5,227)

 

(4,455)

Others

(4,851)

 

(6,130)

Other financial (loss) income, net

(21,314)

 

3,334

 

 

 

8.      PROPERTY, PLANT AND EQUIPMENT, NET

 

 

Nine-month period ended
September 30,

 

2013

 

2012

 

(Unaudited)

At the beginning of the year

4,438,117

 

3,969,187

       

Currency translation differences

(196,134)

 

(102,618)

Additions

691,175

 

675,967

Disposals

(6,667)

 

(6,478)

Depreciation charge

(242,759)

 

(226,428)

Capitalized borrowing costs

1,078

 

-

Transfers and other movements (see note 10)

78,617

 

-

At the end of the period

4,763,427

 

4,309,630

 

 

 

9.      INTANGIBLE ASSETS, NET

 

 

Nine-month period ended
September 30,

 

2013

 

2012

 

(Unaudited)

At the beginning of the year

965,206

 

977,711

       

Currency translation differences

(2,062)

 

(1,019)

Additions

33,968

 

34,230

Amortization charge

(39,885)

 

(40,247)

Transfers and other movements (See note 10)

7,609

 

-

At the end of the period

964,836

 

970,675

 

 

Page 15 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

10.    INVESTMENTS IN NON-CONSOLIDATED COMPANIES

 

Company

 

Country of incorporation

 

Main activity

 

Voting rights at

 

Value at

     

September 30, 2013

 

December 31, 2012

 

September 30, 2013

 

December 31, 2012

                         

Usinas Siderurgicas de Minas Gerais S.A. - USIMINAS

 

Brazil

 

Manufacturing and selling of steel products

 

22.71%

 

22.71%

 

1,438,678

 

1,592,340

Consorcio Minero Benito Juarez Peña Colorada S.A.de C.V. (1)

 

Mexico

 

Exploration, exploitation and pelletizing of iron ore

 

50.00%

 

50.00%

 

-

 

106,167

Exiros B.V. (2)

 

Netherlands

 

Holding company

 

50.00%

 

50.00%

 

-

 

8,986

Other non-consolidated companies (3)

                 

5,248

 

3,229

                   

1,443,926

 

1,710,722

(1)   Until December 31, 2012, Ternium’s investment in Consorcio Minero Benito Juarez Peña Colorada S.A. de C.V. and Peña Colorada Servicios S.A. de C.V. was presented as an investment in non-consolidated companies and its results under the equity in earnings (losses) in non-consolidated companies within the consolidated income statement. Starting on January 1, 2013, and in connection with certain new agreements, the Company applied the provisions of IFRS 11 and began to recognize its assets, liabilities, revenue and expenses in relation to its interest in the joint operation.

 

(2)   Formerly Lomond Holdings B.V. Until December 31, 2012, Ternium’s investment in Exiros B.V. was presented as an investment in non-consolidated companies and its results under the equity in earnings (losses) in non-consolidated companies within the consolidated income statement. Starting on January 1, 2013, and in connection with an amendment in the shareholders’ agreement, the Company applied the provisions of IFRS 11 and began to recognize its assets, liabilities, revenue and expenses in relation to its interest in the joint operation.

 

(3) It includes the investment held in Finma S.A.I.F., Arhsa S.A., Techinst S.A., Recrotek  S.R.L. de C.V. and Gas Industrial de Monterrey S.A. de C.V.

 

On January 16, 2012, the Company’s wholly-owned Luxembourg subsidiary Ternium Investments S.à r.l., together with the Company’s Argentine majority-owned subsidiary Siderar S.A.I.C. (and Siderar’s wholly-owned Uruguayan subsidiary Prosid Investments S.C.A.), and Confab Industrial S.A., a Brazilian subsidiary of Tenaris S.A. (“TenarisConfab”), joined Usiminas’ existing control group through the acquisition of 84.7, 30.0, and 25.0 million ordinary shares, respectively. As a result of these transactions, the control group, which holds 329.4 million ordinary shares representing the majority of Usiminas’ voting rights, is now formed as follows: Nippon Group 47.2%, Ternium/Tenaris Group 42.4%, and CEU 10.4%. As of September 30, 2013 the value of the investment is comprised as follows:

 

Value of investment

 

USIMINAS

     

At January 1, 2013

 

1,592,340

Share of results

 

(29,927)

Other comprehensive income

 

(123,735)

     

At September 30, 2013

 

1,438,678

 

 

 

Page 16 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

10.    INVESTMENTS IN NON-CONSOLIDATED COMPANIES (continued)

 

On October 29,  2013,  Usiminas approved its interim accounts as of and for the nine-months ended September 30, 2013, which state that revenues, post-tax losses from continuing operations and shareholders’ equity  amounted to USD 4,566 million, USD 75 million and USD 7,444 million, respectively.

 

   

USIMINAS

Summarized balance sheet (in million USD)

 

As of September 30, 2013

     

Assets

   

Non-current

 

9,681

Current

 

4,680

     

Total Assets

 

14,361

     

Liabilities

   

Non-current

 

3,674

Current

 

2,297

     

Total Liabilities

 

5,971

     

Minority interest

 

946

     

Shareholders' equity

 

7,444

     
     
   

USIMINAS

Summarized income statement (in million USD)

 

Nine-month period ended September 30, 2013

     

Net sales

 

4,566

Cost of sales

 

(4,082)

Gross Profit

 

484

Selling, general and administrative expenses

 

(322) 

Other operating income, net

 

(3)

Operating income

 

159

Financial expenses, net

 

(303)

Equity in earnings of associated companies

 

60  

Income before income tax

 

(84)

Income tax expense

 

62

Net loss before minority interest

 

(22) 

Minority interest in other subsidiaries

 

(53) 

Net loss for the period

 

(75) 

 

11.    DISTRIBUTION OF DIVIDENDS

During the annual shareholders’ meeting held on May 2, 2013, the shareholders approved the consolidated  financial statements and unconsolidated annual accounts for the year ended December 31, 2012, and a distribution of dividends of USD 0.065 per share (USD 0.65 per ADS), or approximately USD 130.3 million.  The dividends were paid on May 10, 2013.

 

Page 17 of 21


 

 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

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

 

This note should be read in conjunction with Note 25 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2012.  Significant changes or events since the date of issue of such financial statements are as follows:

 

(i) Siderar.  AFIP – Income tax claim for fiscal years 1995 to 1999

  

The Administración Federal de Ingresos Públicos (“AFIP” – the Argentine tax authority) has challenged the charge to income of certain disbursements that Siderar has treated as expenses necessary to maintain industrial installations, which as such should be deducted in the year in which they take place.  The AFIP asserts that these are investments or improvements that must be capitalized and, therefore, it made a jeopardy assessment of income tax due on a nominal tax basis plus fines and interest in fiscal years 1995 to 1999 amounting to approximately USD 15.5 million as of September 30, 2013.

 

The Company appealed these assessments before the National Tax Court, as in the view of its legal and tax advisors, there are reasons that would likely result in a favorable ruling for the Company.

 

On April 13, 2005 the Company was notified of a ruling issued by the National Tax Court reducing the assessments made by the AFIP for fiscal years 1995 and 1996. The ruling was appealed both by the Company and the AFIP.

 

On June 10, 2010 the Company was notified of a ruling issued by the Court of Appeals in federal administrative law which mainly resulted in favor of the Company. The ruling was appealed both by the Company and the AFIP.

 

On June 8, October 31 and October 15, 2012 the Company was notified of rulings issued by the National Tax Court reducing partially the assessments made by the AFIP for the fiscal years 1997, 1998 and 1999, respectively. The ruling was appealed both by the Company and the AFIP.

 

Based on the above, the Company recognized a provision amounting to USD 1.6 million as of September 30, 2013 as management considers there could be a potential cash outflow.

 

(ii) Companhia Siderúrgica Nacional (CSN) – Lawsuit

 

In 2013, the Company was notified of a lawsuit filed in Brazil by Companhia Siderúrgica Nacional (CSN) and various entities affiliated with CSN against Ternium Investments S.à r.l., its subsidiary Siderar, and Confab Industrial S.A., a Brazilian subsidiary of Tenaris S.A. The entities named in the CSN lawsuit had acquired a participation in Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (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 minority 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 Siderar’s respective shares in the offer would be 60.6% and 21.5%.

 

 

On September 23, 2013, the first instance court issued its decision finding in favor of the defendants and dismissing the CSN lawsuit. Such decision is not final and is subject to appeal. Ternium believes that CSN's allegations are groundless and without merit, as confirmed by several opinions of Brazilian counsel and previous decisions by Brazil's securities regulator Comissão de Valores Mobiliários (including a February 2012 decision determining that the above mentioned acquisition did not trigger any tender offer requirement) and, more recently, the first instance court decision on this matter referred to above. Accordingly, the Company did not record any provision in connection with this lawsuit.

 

Page 18 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

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

 

(iii) Ternium Mexico. SAT – Income tax claim for fiscal year 2004

 

On January 26, 2012, the Mexican tax authorities notified Ternium Mexico and its subsidiary Acerus S.A. de C.V. of a tax assessment that challenged the value attributed by a predecessor of Acerus to a capital reduction made in 2004 (i.e., prior to the Company’s investment in Ternium Mexico’s predecessor Grupo Imsa in 2007) and assessed an income tax deficiency. The tax authorities asserted that the capital reduction should have been valued at a price significantly higher than the value attributed at the time by the shareholder. The proposed assessment represented an amount of MXN 4,300 million (approximately USD 348 million).  On April 2, 2012, Ternium Mexico filed an appeal to this assessment before the Mexican tax authorities and reserved the right to further appeal to the tax courts. Following the enactment of a tax amnesty program in Mexico, in May 2013 Ternium Mexico elected to avoid further litigation and settled this claim, without admitting any liability or wrongdoing, through the payment of a total amount of MXN 420 million (approximately USD 34 million).    

 

(iv) Siderar

 

Siderar entered into a contract with Tenaris, a related company of Ternium, for the supply of steam generated at the power generation facility that Tenaris owns in the compound of the Ramallo facility of Siderar. Under this contract, Tenaris has to provide 250 tn/hour of steam, and Siderar has the obligation to take or pay this volume. The amount of this outsourcing agreement totals USD 69.6 million and is due to terminate in 2018.

 

Siderar, within the investment plan, has entered into several commitments to acquire new production equipment for a total consideration of USD 68.0 million.

 

Siderar assumed fixed commitments for the purchase of raw materials for a total amount of USD 276.3 million to be expended during the next 4 years.

 

(v) Restrictions on the distribution of profits

 

Under Luxembourg law, at least 5% of net income per year calculated in accordance with Luxembourg law and regulations must be allocated to a reserve until such reserve equals 10% of the share capital. At December 31, 2012, this reserve reached the above-mentioned threshold.

 

As of December 31, 2012, Ternium may pay dividends up to USD 6.0 billion in accordance with Luxembourg law and regulations.

 

Shareholders' equity under Luxembourg law and regulations comprises the following captions:

   

As of December 31, 2012

     

Share capital

 

2,004,743

Legal reserve

 

200,474

Non distributable reserves (1) 

 

1,414,122

Accumulated profit at January 1, 2012

 

5,982,630

Loss for the year

 

(7,329)

     

Total shareholders' equity under Luxembourg GAAP

 

9,594,640

 

 

 

(1)    As a result of the repurchase of its own shares from Usiminas on February 15, 2011, the Company created a non-distributable reserve of USD 150 million as required under Luxembourg law, which is included in Non distributable reserves.

 

 

Page 19 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

13.    RELATED PARTY TRANSACTIONS

 

As of September 30, 2013, Techint owned 62.02% of the Company’ s share capital and 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 shares 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:

 

 

Nine-month period ended
September 30,

 

2013

 

2012

 

(Unaudited)

(i) Transactions

     

(a) Sales of goods and services

     

Sales of goods to non-consolidated parties

23

 

165

Sales of goods to other related parties

154,814

 

166,786

Sales of services and others to non-consolidated parties

1,511

 

127

Sales of services and others to other related parties

1,409

 

478

 

157,757

 

167,556

(b) Purchases of goods and services

     

Purchases of goods from non-consolidated parties

168,965

 

207,622

Purchases of goods from other related parties

74,837

 

43,084

Purchases of services and others from non-consolidated parties

10,423

 

33,240

Purchases of services and others from other related parties

184,647

 

172,925

 

438,872

 

456,871

(c) Financial results

     

Expenses with non-consolidated parties

-

 

(308)

 

-

 

(308)

(d) Dividends received

     

Dividends received from non-consolidated parties

207

 

4,718

       

(e) Other income and expenses

     

Income with non-consolidated parties

4,597

 

-

       
 

September 30, 2013

 

December 31, 2012

 

(Unaudited)

   

(ii) Period-end balances

     

(a) Arising from sales/purchases of goods/services

     

Receivables from non-consolidated parties

5,623

 

1,102

Receivables from other related parties

22,996  

 

24,243

Advances to suppliers with other related parties

391  

 

4,321

Payables to non-consolidated parties

(22,656)

 

(84,708)

Payables to other related parties

(46,193) 

 

(68,792)

 

(39,839)

 

(123,834)

 

Page 20 of 21

 


 

TERNIUM S.A.

Consolidated Condensed Interim Financial Statements as of September 30, 2013

and for the nine-month periods ended September 30, 2013 and 2012

 

14.    FAIR VALUE MEASUREMENT

 

IFRS 13 requires for financial instruments that are measured at fair value, a disclosure of fair value measurements by level. See note 33 of the Consolidated Financial Statements as of December 31, 2012 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 as of September 30, 2013:

 

 

 

Fair value measurement as of September 30, 2013
(in USD thousands):

Description

 

Total

 

Level 1

 

Level 2

 

           

Financial assets at fair value through profit or loss

           

Cash and cash equivalents

 

293,315

 

281,310

 

12,005

Other investments

 

100,523

 

54,129

 

46,394

Derivative financial instruments

 

1,042

 

-

 

1,042

Total assets

 

394,880

 

335,439

 

59,441

 

 

15.    INVESTMENT IN POWER PLANT IN MEXICO

 

On August 19, 2013, Ternium S.A., Tenaris S.A. and Tecpetrol International S.A. announced that they have entered into a memorandum of understanding to jointly build and operate a natural gas-fired combined cycle electric power plant in Mexico, which would supply Ternium’s and Tenaris’s respective Mexican industrial facilities. Together, both companies are one of the largest private energy consumers in Mexico. Tecpetrol is a wholly-owned subsidiary of San Faustín S.A., the controlling shareholder of both Ternium and Tenaris.

 

The power plant would be built in the Pesquería area of the State of Nuevo León, and would have a power capacity of between 850 and 900 megawatts. The project would be undertaken through a joint venture vehicle named Techgen, S.A. de C.V., which would be owned 30% by Tecpetrol, 22% by Tenaris and 48% by Ternium.

 

The memorandum of understanding contemplates, among other things, that Techgen would enter into power supply and transportation agreements pursuant to which Tenaris and Ternium would contract 22% and 78%, respectively, of Techgen’s power capacity.

 

The commencement of the project would be subject to execution of definitive documentation and other customary conditions, including receipt of regulatory approvals by Mexico’s Comisión Reguladora de Energía and Secretaría de Medio Ambiente y Recursos Naturales (Mexico’s energy and environmental regulatory authorities, respectively) and specific agreements with Mexico’s Comisión Federal de Electricidad (Mexico’s Federal Electricity Commission).

 

The total joint investment required for the project is estimated in approximately USD 1.0 billion, and would be partially financed with debt. The combined cycle electric power plant is expected to be operational in the fourth quarter of 2016.

 

 

 

 

 

 

Pablo Brizzio

Chief Financial Officer

Page 21 of 21