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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 05/05/2026
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 March 31, 2026.
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.
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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 |
Dated: May 5, 2026
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| TERNIUM S.A. | |
| Consolidated Condensed Interim Financial Statements | |
as of March 31, 2026 | |
| and for the three-month periods | |
ended on March 31, 2026 and 2025
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26 Boulevard Royal, 4th floor
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L – 2449 Luxembourg
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R.C.S. Luxembourg: B 98 668
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INDEX
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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 | |
| 10 | Distribution of dividends | |
| 11 | Income tax – Pillar Two | |
| 12 | Contingencies, commitments and restrictions on the distribution of profits | |
| 13 | Related party transactions | |
| 14 | Financial instruments by category and fair value measurement | |
| 15 | Matters related to the Argentine subsidiaries | |
| 16 | Matters related to Usiminas | |
| 17 | Tariffs on Imports in the United States | |
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| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
| (All amounts in $ thousands) | | |
Consolidated Condensed Interim Income Statements
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| | | | Three-month period ended March 31, | | |
| | Notes | | 2026 | | 2025 | | | | |
| | | | (Unaudited) | | |
| Net sales | | 3 | | 3,933,963 | | | 3,932,808 | | | | | |
| Cost of sales | | 4 | | (3,247,093) | | | (3,401,858) | | | | | |
| | | | | | | | | | |
| Gross profit | | | | 686,870 | | | 530,950 | | | | | |
| | | | | | | | | | |
| Selling, general and administrative expenses | | 5 | | (390,268) | | | (396,200) | | | | | |
| Other operating income (expense), net | | | | (6,528) | | | (2,924) | | | | | |
| | | | | | | | | | |
| Operating income | | 3 | | 290,074 | | | 131,826 | | | | | |
| | | | | | | | | | |
| Finance expense | | 6 | | (50,185) | | | (54,342) | | | | | |
| Finance income | | 6 | | 63,734 | | | 68,491 | | | | | |
| Other financial (expense) income, net | | 6 | | 8,899 | | | 48,512 | | | | | |
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| Equity in earnings of non-consolidated companies | | 9 | | 14,414 | | | 15,871 | | | | | |
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| Provision for ongoing litigation related to the acquisition of a participation in Usiminas | | 12 | | (47,500) | | | (45,300) | | | | | |
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| Profit before income tax | | | | 279,436 | | | 165,058 | | | | | |
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| Income tax | | 11 | | 92,954 | | | (22,727) | | | | | |
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| Profit for the period | | | | 372,390 | | | 142,331 | | | | | |
| | | | | | | | | | |
| Attributable to: | | | | | | | | | | |
| Owners of the parent | | | | 213,024 | | | 66,978 | | | | | |
| Non-controlling interest | | | | 159,366 | | | 75,353 | | | | | |
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| Profit for the period | | | | 372,390 | | | 142,331 | | | | | |
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| Weighted average number of shares outstanding | | | | 1,963,076,776 | | | 1,963,076,776 | | | | | |
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| Basic and diluted earnings per share for profit attributable to the equity holders of the company (expressed in $ per share) | | | | 0.11 | | | 0.03 | | | | | |
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, 2025.
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| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
| (All amounts in $ thousands) | | |
Consolidated Condensed Interim Statements of Comprehensive Income
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| | Three-month period ended March 31, | | |
| | 2026 | | 2025 | | | | |
| | (Unaudited) | | |
| Profit for the period | | 372,390 | | 142,331 | | | | | |
| | | | | | | | |
| Items that may be reclassified subsequently to profit or loss: | | | | | | | | |
| Currency translation adjustment | | (108) | | | 212,629 | | | | | |
| Currency translation adjustment from participation in non-consolidated companies | | 15,908 | | | 26,307 | | | | | |
| Changes in the fair value of financial instruments at fair value through other comprehensive income | | (14,561) | | | (46,981) | | | | | |
| Income tax related to financial instruments at fair value | | 38,978 | | | 36,112 | | | | | |
| Changes in the fair value of derivatives classified as cash flow hedges | | (29,763) | | | 51,443 | | | | | |
| Income tax related to cash flow hedges | | 8,055 | | | (15,299) | | | | | |
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| Items that will not be reclassified subsequently to profit or loss: | | | | | | | | |
| Remeasurement of post employment benefit obligations | | 1,232 | | | (1,519) | | | | | |
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| Remeasurement of post employment benefit obligations from participation in non-consolidated companies | | (15) | | | 4 | | | | | |
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| Other comprehensive income for the period, net of tax | | 19,726 | | | 262,696 | | | | | |
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| Total comprehensive income for the period | | 392,116 | | | 405,027 | | | | | |
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| Attributable to: | | | | | | | | |
| Owners of the parent | | 214,331 | | | 139,812 | | | | | |
| Non-controlling interest | | 177,785 | | | 265,215 | | | | | |
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| Total comprehensive income for the period | | 392,116 | | | 405,027 | | | | | |
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, 2025.
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| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
| (All amounts in $ thousands) | | |
Consolidated Condensed Interim Statements of Financial Position
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| | | | Balances as of |
| | Notes | | March 31, 2026 | | December 31, 2025 |
| | | | (Unaudited) | | | | |
| ASSETS | | | | | | | | | | |
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| Non-current assets | | | | | | | | | | |
| Property, plant and equipment, net | | 7 | | 10,708,897 | | | | | 10,406,110 | | | |
| Intangible assets, net | | 8 | | 1,007,495 | | | | | 1,002,361 | | | |
| Investments in non-consolidated companies | | 9 | | 590,097 | | | | | 562,695 | | | |
| Other investments | | | | 217 | | | | | 215 | | | |
| Deferred tax assets | | | | 1,216,299 | | | | | 1,039,179 | | | |
| Receivables, net | | | | 777,947 | | | | | 803,902 | | | |
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| Trade receivables, net | | | | 5,038 | | | 14,305,990 | | | 4,261 | | | 13,818,723 | |
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| Current assets | | | | | | | | | | |
| Receivables, net | | | | 631,995 | | | | | 822,544 | | | |
| Current income tax assets | | | | 151,828 | | | | | 162,475 | | | |
| Derivative financial instruments | | | | 25,162 | | | | | 42,581 | | | |
| Inventories, net | | | | 4,172,533 | | | | | 4,093,659 | | | |
| Trade receivables, net | | | | 1,804,098 | | | | | 1,535,716 | | | |
| Other investments | | | | 1,524,901 | | | | | 1,600,002 | | | |
| Cash and cash equivalents | | | | 1,617,319 | | | 9,927,836 | | | 1,531,204 | | | 9,788,181 | |
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| Assets classified as held for sale | | | | | | 8,326 | | | | | 8,187 | |
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| | | | | | 9,936,162 | | | | | 9,796,368 | |
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| Total Assets | | | | | | 24,242,152 | | | | | 23,615,091 | |
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| EQUITY | | | | | | | | | | |
| Capital and reserves attributable to the owners of the parent | | | | | | 12,197,047 | | | | | 11,944,300 | |
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| Non-controlling interest | | | | | | 4,309,247 | | | | | 4,203,446 | |
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| Total Equity | | | | | | 16,506,294 | | | | | 16,147,746 | |
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| LIABILITIES | | | | | | | | | | |
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| Non-current liabilities | | | | | | | | | | |
| Provisions | | | | 615,221 | | | | | 585,854 | | | |
| Deferred tax liabilities | | | | 25,484 | | | | | 24,278 | | | |
| Non current tax liabilities | | | | 14,686 | | | | | 13,152 | | | |
| Other liabilities | | | | 961,120 | | | | | 956,112 | | | |
| Trade payables | | | | 1,121 | | | | | 1,122 | | | |
| Lease liabilities | | | | 146,171 | | | | | 138,031 | | | |
| Borrowings | | (a) | | 2,199,422 | | | 3,963,225 | | | 1,814,587 | | | 3,533,136 | |
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| | | | | | | | | | |
| Current liabilities | | | | | | | | | | |
| Provision for ongoing litigation related to the acquisition of a participation in Usiminas | | 12 | | 575,100 | | | | | 527,600 | | | |
| Current income tax liabilities | | 11 | | 47,778 | | | | | 39,343 | | | |
| Other liabilities | | 16 (ii) | | 402,843 | | | | | 639,786 | | | |
| Trade payables | | | | 2,078,462 | | | | | 2,073,496 | | | |
| Derivative financial instruments | | | | 3,447 | | | | | 1,081 | | | |
| Lease liabilities | | | | 49,609 | | | | | 48,503 | | | |
| Borrowings | | | | 615,394 | | | 3,772,633 | | | 604,400 | | | 3,934,209 | |
| | | | | | | | | | |
| Total Liabilities | | | | | | 7,735,858 | | | | | 7,467,345 | |
| | | | | | | | | | |
| Total Equity and Liabilities | | | | | | 24,242,152 | | | | | 23,615,091 | |
(a) See footnote (2) in Consolidated Condensed Interim Statements of Cash Flows.
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, 2025.
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| TERNIUM S.A. |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
| (All amounts in $ thousands) |
Consolidated Condensed Interim Statements of Changes in Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 |
| |
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| 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 | |
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| Profit for the period | | | | | | | | 213,024 | | 213,024 | | | 159,366 | | | 372,390 | |
| Other comprehensive income (loss) for the period | | | | | | | | | | | | | |
| Currency translation adjustment | | | | | | | 3,984 | | | 3,984 | | | 11,816 | | | 15,800 | |
| Remeasurement of post employment benefit obligations | | | | | 357 | | | | | 357 | | | 860 | | | 1,217 | |
| Cash flow hedges and others, net of tax | | | | | (17,633) | | | | | (17,633) | | | (4,075) | | | (21,708) | |
| Others (4) | | | | | 14,599 | | | | | 14,599 | | | 9,818 | | | 24,417 | |
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| Total comprehensive income (loss) for the period | | — | | — | | — | | (2,677) | | — | | 3,984 | | 213,024 | | 214,331 | | | 177,785 | | | 392,116 | |
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| Dividends paid in cash to non-controlling interest (5) | | | | | | | | | — | | | (33,568) | | | (33,568) | |
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| Effects related to the acquisition of additional participation in Usiminas (6) | | | | | 38,416 | | | | | 38,416 | | | (38,416) | | | — | |
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| Balance as of March 31, 2026 (unaudited) | | 2,004,743 | | (150,000) | | (23,295) | | 1,376,543 | | (2,324,866) | | (2,042,706) | | 13,356,628 | | 12,197,047 | | | 4,309,247 | | | 16,506,294 | |
(1) 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 March 31, 2026, there were 2,004,743,442 shares issued. All issued shares are fully paid. Also, as of March 31, 2026, the Company held 41,666,666 shares as treasury shares.
(2) Includes 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.
(3) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.
(4) Includes mainly the changes of the fair value of financial instruments at fair value through other comprehensive income, net of tax.
(5) See note 15 (iii).
(6) See note 16 (i).
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, 2025.
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| TERNIUM S.A. |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for three-month periods ended March 31, 2026 and 2025 |
| (All amounts in $ thousands) |
Consolidated Condensed Interim Statements of Changes in Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 |
| |
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| Balance as of January 1, 2025 | | 2,004,743 | | (150,000) | | (23,295) | | 1,342,753 | | (2,324,866) | | (2,129,551) | | 13,248,403 | | 11,968,186 | | | 4,163,383 | | | 16,131,569 | |
| | | | | | | | | | | | | |
| Profit (Loss) for the period | | | | | | | | 66,978 | | 66,978 | | | 75,353 | | | 142,331 | |
| Other comprehensive income (loss) for the period | | | | | | | | | | | | | |
| Currency translation adjustment | | | | | | | 47,811 | | | 47,811 | | | 191,125 | | | 238,936 | |
| Remeasurement of post employment benefit obligations | | | | | (351) | | | | | (351) | | | (1,164) | | | (1,515) | |
| Cash flow hedges and others, net of tax | | | | | 31,846 | | | | | 31,846 | | | 4,298 | | | 36,144 | |
| Others (4) | | | | | (6,472) | | | | | (6,472) | | | (4,397) | | | (10,869) | |
| | | | | | | | | | | | | |
| Total comprehensive (loss) income for the period | | — | | — | | — | | 25,023 | | — | | 47,811 | | 66,978 | | 139,812 | | | 265,215 | | | 405,027 | |
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| Balance as of March 31, 2025 (unaudited) | | 2,004,743 | | (150,000) | | (23,295) | | 1,367,776 | | (2,324,866) | | (2,081,740) | | 13,315,381 | | 12,107,998 | | | 4,428,598 | | | 16,536,596 | |
(1) 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 March 31, 2025, there were 2,004,743,442 shares issued. All issued shares are fully paid. Also, as of March 31, 2025, the Company held 41,666,666 shares as treasury shares.
(2) Includes 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.
(3) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.
(4) Includes mainly the changes of the fair value of financial instruments at fair value through other comprehensive income, net of tax.
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, 2025.
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| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
| (All amounts in $ thousands) |
Consolidated Condensed Interim Statements of Cash Flows
| | | | | | | | | | | | | | | | | | | | | | |
| | | | Three-month period ended March 31, | | |
| | Notes | | 2026 | | 2025 | | |
| | | | (Unaudited) | | |
| Cash flows from operating activities | | | | | | | | |
| Profit for the period | | | | 372,390 | | | 142,331 | | | |
| Adjustments for: | | | | | | | | |
| Depreciation and amortization | | 7 & 8 | | 180,675 | | | 184,099 | | | |
| Income tax accruals less payments | | 11 | | (129,683) | | | (50,381) | | | |
| Equity in earnings of non-consolidated companies | | 9 | | (14,414) | | | (15,871) | | | |
| Interest accruals less payments/receipts, net | | | | (6,890) | | | 8,928 | | | |
| Changes in provisions | | | | 809 | | | 2,966 | | | |
| Changes in working capital (1) | | | | (233,103) | | | (54,586) | | | |
| Net foreign exchange results and others | | | | 52 | | | (55,749) | | | |
| Provision for ongoing litigation related to the acquisition of a participation in Usiminas | | 12 | | 47,500 | | | 45,300 | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Net cash provided by operating activities | | | | 217,336 | | | 207,037 | | | |
| | | | | | | | |
| Cash flows from investing activities | | | | | | | | |
| Capital expenditures | | 7 & 8 | | (405,885) | | | (517,799) | | | |
| Decrease in other investments | | | | 87,632 | | | 242,828 | | | |
| Proceeds from the sale of property, plant and equipment | | | | 714 | | | 512 | | | |
| Dividends received from non-consolidated companies | | | | 954 | | | 1,089 | | | |
| 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) | | | — | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Net cash used in investing activities | | | | (502,167) | | | (273,370) | | | |
| | | | | | | | |
| Cash flows from financing activities | | | | | | | | |
| | | | | | | | |
| Dividends paid in cash to non-controlling interest | | | | (6,248) | | | — | | | |
| | | | | | | | |
| | | | | | | | |
| Finance lease payments | | | | (14,213) | | | (20,478) | | | |
| Proceeds from borrowings (2) | | | | 405,748 | | | 573,070 | | | |
| Repayments of borrowings | | | | (39,163) | | | (385,108) | | | |
| | | | | | | | |
| Net cash provided by financing activities | | | | 346,124 | | | 167,484 | | | |
| | | | | | | | |
| Increase in cash and cash equivalents | | | | 61,293 | | | 101,151 | | | |
| | | | | | | | |
| Movement in cash and cash equivalents | | | | | | | | |
| At January 1, | | | | 1,531,204 | | | 1,691,263 | | | |
| Effect of exchange rate changes | | | | 24,822 | | | 38,769 | | | |
| Increase in cash and cash equivalents | | | | 61,293 | | | 101,151 | | | |
| | | | | | | | |
| Cash and cash equivalents as of March 31, (3) | | | | 1,617,319 | | | 1,831,183 | | | |
| | | | | | | | |
| Non-cash transactions: | | | | | | | | |
| | | | | | | | |
| Acquisition of PP&E under lease contract agreements | | | | 30,352 | | | 22,144 | | | |
| | | | | | | | |
(1) The working capital is impacted by non-cash movements of $ 24.9 million as of March 31, 2026 ($ 115.9 million as of March 31, 2025) due to the variations in the exchange rates used by subsidiaries.
(2) It includes mainly $ 300 million from the syndicated loan of Ternium Mexico in connection with the investment plan in the Pesquería facilities.
(3) It includes restricted cash of $ 3,042 and $ 2,966 as of March 31, 2026 and 2025, respectively. In addition, the Company had other investments with a maturity of more than three months for $ 1,524,962 and $ 1,924,393 as of March 31, 2026 and 2025, 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, 2025.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
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 March 31, 2026, there were 2,004,743,442 shares issued. All issued shares are fully paid.
Ternium’s American Depositary Shares (“ADS”), each representing 10 shares, 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, 2025.
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, 2025, 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, 2025, which have been prepared in accordance with IFRS Accounting Standards (International Financial Reporting Standards) as issued by the International Accounting Standards Board and in conformity with IFRS Accounting 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, 2025.
None of the accounting pronouncements issued after December 31, 2025, 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.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
3. SEGMENT INFORMATION
OPERATING SEGMENTS
The Company is organized in two operating segments: Steel and Mining.
The Steel segment includes the sales of steel products done by the Company's subsidiaries, which comprises mainly slabs, heavy plates, hot and cold rolled products, coated products, stamped steel parts for the automotive industry, roll-formed and tubular products, billets, bars and other products, including sales of energy.
The Mining segment includes the sales of mining products done by the Company's subsidiaries, mainly iron ore and iron ore pellets, and comprises the mining activities of Las Encinas, an iron ore mining company in which Ternium holds a 100% equity interest, 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, and the mining activities of Mineraçao Usiminas, an iron ore mining company in which Usiminas holds a 70% equity interest.
Ternium's Chief Executive Officer ("CEO") functions as the CODM. The various geographic regions operate as an integrated steel producer. The CEO allocates resources and assesses performance of the Steel Segment as an integrated business and does the same with the Mining Segment. The CEO uses "Operating income - Management view" as per the below table as the key performance measure, which differs from operating income determined in accordance with IFRS principally as follows:
• The use of direct cost methodology to value inventories, while under IFRS they are valued 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 (using the FIFO methodology).
• In the case of Usiminas, the use of costs based on the weighted average cost, while, under IFRS, costs are calculated under the FIFO methodology.
• Other differences related to other operating income and expenses.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
3. SEGMENT INFORMATION (continued)
| | | | | | | | | | | | | | | | | | | | | | | | |
| | Three-month period ended March 31, 2026 (Unaudited) |
| | Steel | | Mining | | Inter-segment eliminations | | Total |
| | | | | | | | |
| Operating income - Management view | | 271,988 | | | (24,996) | | | 604 | | | 247,596 | |
| Reconciliation: | | | | | | | | |
| Differences in Cost of sales | | | | | | | | 42,478 | |
| | | | | | | | |
| | | | | | | | |
| Operating income - Under IFRS | | | | | | | | 290,074 | |
| | | | | | | | |
| Financial income (expense), net | | | | | | | | 22,448 | |
| Equity in earnings (losses) of non-consolidated companies | | | | | | | | 14,414 | |
| Provision for ongoing litigation related to the acquisition of a participation in Usiminas | | | | | | | | (47,500) | |
| | | | | | | | |
| Income before income tax expense - IFRS | | | | | | | | 279,436 | |
| | | | | | | | |
| Net sales from external customers | | 3,814,320 | | | 119,643 | | | — | | | 3,933,963 | |
| Net sales from transactions with other operating segments of the same entity | | — | | | 163,939 | | | (163,939) | | | — | |
| | | | | | | | |
| Depreciation and amortization | | (147,643) | | | (33,032) | | | — | | | (180,675) | |
| | | | | | | | |
| | Three-month period ended March 31, 2025 (Unaudited) |
| | Steel | | Mining | | Inter-segment eliminations | | Total |
| | | | | | | | |
| Operating income - Management view | | 243,546 | | | (2,267) | | | (4,004) | | | 237,275 | |
| Reconciliation: | | | | | | | | |
| Differences in Cost of sales | | | | | | | | (105,449) | |
| | | | | | | | |
| | | | | | | | |
| Operating income - Under IFRS | | | | | | | | 131,826 | |
| | | | | | | | |
| Financial income (expense), net | | | | | | | | 62,661 | |
| Equity in earnings (losses) of non-consolidated companies | | | | | | | | 15,871 | |
| Provision for ongoing litigation related to the acquisition of a participation in Usiminas | | | | | | | | (45,300) | |
| | | | | | | | |
| Income before income tax expense - IFRS | | | | | | | | 165,058 | |
| | | | | | | | |
| Net sales from external customers | | 3,801,118 | | | 131,690 | | | — | | | 3,932,808 | |
| Net sales from transactions with other operating segments of the same entity | | — | | | 148,458 | | | (148,458) | | | — | |
| | | | | | | | |
| Depreciation and amortization | | (141,762) | | | (42,337) | | | — | | | (184,099) | |
Information on segment assets is not disclosed as it is not reviewed by the CEO.
GEOGRAPHICAL INFORMATION
The Company had no revenues attributable to the Company’s country of incorporation (Luxembourg) in 2026.
For purposes of reporting geographical information, net sales are allocated based on the customer’s location. Allocation of depreciation and amortization is based on the geographical location of the underlying assets.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three-month period ended March 31, 2026 (Unaudited) |
| | Mexico | | Southern region | | Brazil | | Other markets | | Total |
| | | | | | | | | | |
| Net sales | | 2,034,445 | | | 482,260 | | | 965,748 | | | 451,510 | | | 3,933,963 | |
| | | | | | | | | | |
| Non-current assets (1) | | 7,632,754 | | | 1,134,466 | | | 2,653,121 | | | 296,051 | | | 11,716,392 | |
| | | | | | | | | | |
| | Three-month period ended March 31, 2025 (Unaudited) |
| | Mexico | | Southern region | | Brazil | | Other markets | | Total |
| | | | | | | | | | |
| Net sales | | 1,812,996 | | | 544,597 | | | 1,013,989 | | | 561,226 | | | 3,932,808 | |
| | | | | | | | | | |
| Non-current assets (1) | | 5,625,883 | | | 1,085,913 | | | 2,382,168 | | | 728,026 | | | 9,821,990 | |
| | | | | | | | | | |
| (1) Includes Property, plant and equipment and Intangible assets. | | | | | | |
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
4. COST OF SALES
| | | | | | | | | | | | | | |
| | Three-month period ended March 31, |
| | 2026 | | 2025 |
| | (Unaudited) |
| | | | |
| Inventories at the beginning of the year | | 4,093,659 | | | 4,750,511 | |
| | | | |
| | | | |
| Translation differences | | — | | | 89,410 | |
| | | | |
| Plus: Charges for the period | | | | |
Raw materials and consumables used and other movements | | 2,572,582 | | | 2,426,975 | |
| Services and fees | | 77,360 | | | 69,236 | |
| Labor cost | | 297,848 | | | 260,755 | |
| Depreciation of property, plant and equipment | | 145,697 | | | 143,390 | |
| Amortization of intangible assets | | 14,564 | | | 21,263 | |
| Maintenance expenses | | 202,740 | | | 209,129 | |
| Office expenses | | 6,017 | | | 4,416 | |
| | | | |
| Insurance | | 8,880 | | | 9,238 | |
| Change of obsolescence allowance | | (1,673) | | | 4,699 | |
| Recovery from sales of scrap and by-products | | (8,890) | | | (8,646) | |
| Others | | 10,842 | | | 12,773 | |
| | | | |
| Less: Inventories at the end of the period | | (4,172,533) | | | (4,591,291) | |
| | | | |
| Cost of Sales | | 3,247,093 | | | 3,401,858 | |
5. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
| | | | | | | | | | | | | | |
| | Three-month period ended March 31, |
| | 2026 | | 2025 |
| | (Unaudited) |
| Services and fees | | 25,449 | | 28,096 |
| Labor cost | | 106,896 | | 97,635 |
| Depreciation of property, plant and equipment | | 7,723 | | 6,391 |
| Amortization of intangible assets | | 12,691 | | 13,055 |
| Maintenance and expenses | | 3,541 | | 2,500 |
| Taxes | | 33,088 | | 36,334 |
| Office expenses | | 22,478 | | 20,950 |
| Freight and transportation | | 172,745 | | 184,169 |
| Increase (Decrease) of allowance for doubtful accounts | | 1,284 | | | (616) | |
| Others | | 4,373 | | 7,686 |
| | | | |
| Selling, general and administrative expenses | | 390,268 | | | 396,200 | |
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
6. FINANCE EXPENSE, FINANCE INCOME AND OTHER FINANCIAL INCOME (EXPENSES), NET
| | | | | | | | | | | | | | |
| | Three-month period ended March 31, |
| | 2026 | | 2025 |
| | (Unaudited) |
| Interest expense | | (50,185) | | | (54,342) | |
| | | | |
| Finance expense | | (50,185) | | | (54,342) | |
| | | | |
| Interest income | | 63,734 | | | 68,491 | |
| | | | |
| Finance income | | 63,734 | | | 68,491 | |
| | | | |
| Net foreign exchange gain | | 14,819 | | | 30,695 | |
| | | | |
| Change in fair value of financial assets | | 16,694 | | | 32,951 | |
| Derivative contract results | | (5,940) | | | (3,913) | |
| Others (1) | | (16,674) | | | (11,221) | |
| | | | |
| Other financial (expenses) income, net | | 8,899 | | | 48,512 | |
(1) See note 16 (ii).
7. PROPERTY, PLANT AND EQUIPMENT, NET
| | | | | | | | | | | | | | |
| | Three-month period ended March 31, |
| | 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 | | (52) | | | 64,066 | |
| Additions (1) | | 447,210 | | | 501,870 | |
| Value adjustments of lease contracts | | 2,246 | | | 2,862 | |
| Disposals | | (8,975) | | | (7,131) | |
| Depreciation charge | | (153,420) | | | (149,781) | |
| Transfers and reclassifications | | (419) | | | 10,030 | |
| Capitalized borrowing costs | | 5,915 | | | — | |
| | | | |
| | | | |
| At the end of the period | | 10,708,897 | | | 8,803,071 | |
(1) For the three-month period ended March 31, 2026 and 2025, it included $ 316 and $ 330 million related to additions of Property, plant and equipment in Mexico, mainly in connection with the investment plan in the Pesquería facilities.
8. INTANGIBLE ASSETS, NET
| | | | | | | | | | | | | | |
| | | Three-month period ended March 31, |
| | 2026 | | 2025 |
| | (Unaudited) |
| At the beginning of the year | | 1,002,361 | | | 1,022,111 | |
| | | | |
| | | | |
| Currency translation differences | | 144 | | | 2,862 | |
| Additions | | 31,574 | | | 37,765 | |
| Amortization charge | | (27,255) | | | (34,318) | |
| | | | |
| | | | |
| Transfers/Disposals | | 671 | | | (9,501) | |
| | | | |
| At the end of the period | | 1,007,495 | | | 1,018,919 | |
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
9. INVESTMENTS IN NON-CONSOLIDATED COMPANIES
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company | | Country of incorporation | | Main activity | | Voting rights as of | | Value as of |
| | | | | | | | | |
| | | March 31, 2026 | | December 31, 2025 | | March 31, 2026 | | December 31, 2025 |
| | | | | | | | | | | | |
| Techgen S.A. de C.V. | | Mexico | | Provision of electric power | | 48.00% | | 48.00% | | 167,091 | | 161,315 |
| Unigal Usiminas Ltda. | | Brazil | | Manufacturing and selling of steel products | | 70.00% | | 70.00% | | 113,328 | | 108,056 |
| MRS Logística S.A | | Brazil | | Logistical services | | 11.48% | | 11.48% | | 269,592 | | 254,267 |
| Other non-consolidated companies (1) | | | | | | | | | | 40,086 | | 39,057 |
| | | | | | | | | | | | |
| | | | | | | | | | 590,097 | | 562,695 |
(1) It includes the investments held in Finma S.A.I.F., Recrotek S.R.L. de C.V., Gas Industrial de Monterrey S.A. de C.V., Modal Terminal de Graneis Ltda., Usiroll – Usiminas Court Tecnologia em Acabamento Superficial Ltda, Codeme Engenharia S.A, Terminal de Cargas Paraopeba Ltda. and Terminal de Cargas Sarzedo Ltda.
Techgen S.A. de C.V.
Techgen stated as of and for the three-month period ended March 31, 2026, that revenues amounted to $ 118 million ($ 106 million as of March 31, 2025), net profit from continuing operations to $ 13 million ($ 12 million as of March 31, 2025), non-current assets to $ 669 million ($ 676 million as of December 31, 2025), current assets to $ 62 million ($ 92 million as of December 31, 2025), non-current liabilities to $ 348 million ($ 1 million as of December 31, 2025), current liabilities to $ 35 million ($ 431 million as of December 31, 2025) and shareholders’ equity to $ 348 million ($ 336 million as of December 31, 2025).
Unigal Usiminas Ltda.
Unigal stated as of and for the three-month period ended March 31, 2026, that revenues amounted to $ 17 million ($ 15 million for the three-month period ended March 31, 2025), net profit from continuing operations to $ 6 million ($ 4 million for the three-month period ended March 31, 2025), non-current assets to $ 139 million ($ 140 million as of December 31, 2025), current assets to $ 47 million ($ 37 million as of December 31, 2025), non-current liabilities to $ 43 million ($ 43 million as of December 31, 2025), current liabilities to $ 12 million ($ 10 million as of December 31, 2025) and shareholders’ equity to $ 131 million ($ 125 million as of December 31, 2025).
MRS Logística S.A.
MRS Logística stated as of and for the three-month period ended March 31, 2026, that revenues amounted to $ 318 million ($ 181 million for the three-month period ended March 31, 2025), net profit from continuing operations to $ 14 million ($ 32 million for the three-month period ended March 31, 2025), non-current assets to $ 3,806 million ($ 3,516 million as of December 31, 2025), current assets to $ 1,140 million ($ 1,008 million as of December 31, 2025), non-current liabilities to $ 2,653 million ($ 2,297 million as of December 31, 2025), current liabilities to $ 621 million ($ 588 million as of December 31, 2025) and shareholders’ equity to $ 1,672 million ($ 1,639 million as of December 31, 2025).
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
10. DISTRIBUTION OF DIVIDENDS
Upon approval of the Company´s 2025 annual accounts, the Board of Directors intended to propose, for the approval of the Annual General Shareholders' meeting to be held on May 12, 2026, the payment of an annual dividend of $ 0.27 per share ($ 2.70 per ADS), or approximately $ 530 million, which includes the interim dividend of $ 0.09 per outstanding share ($ 0.90 per ADS) or approximately $ 177 million, paid on November 12, 2025. If this annual dividend was approved by the shareholders, a dividend of $ 0.18 per share ($ 1.80 per ADS), or approximately $ 353 million would be paid on May 15, 2026, with an ex-dividend date of May 14, 2026.
On April 15, 2026, the Board of Directors has revised its dividend proposal for fiscal year 2025, lowering the recommended payout to $ 0.22 per share ($ 2.20 per ADS), or $432 million.
Although the Company expects further improvements in its financial performance for the second quarter, the Board of Directors has determined that implementing measures to reinforce the company’s balance sheet is a prudent course of action in the current environment. This decision reflects caution amid ongoing uncertainties regarding the potential impact in the global economy of the conflict in the Middle East.
If the annual dividend is approved by the shareholders, a dividend of $ 0.13 per share ($ 1.30 per ADS), or approximately $ 255 million, will be paid on May 15, 2026, with an ex-dividend date on May 14, 2026. These Consolidated Condensed Interim Financial Statements do not reflect this dividend payable.
11. INCOME TAX – PILLAR TWO
The Company is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in Luxembourg, the jurisdiction in which the company is incorporated, and came into effect from 1 January 2024. The Company applies the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
The Company estimates as current tax expense related to Pillar Two the amount of $ 1.5 million for the three-month period ended March 31, 2026. The total provision related to Pillar Two as of March 31, 2026, amounts to $ 46.8 million.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
12. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
Contingencies, commitments and restrictions on the distributions of profits should be read in Note 25 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2025. As of March 31, 2026, Management reviewed with the assistance of legal counsel the status of each significant matter and assessed the potential financial exposure.
(i) Tax claims and other contingencies
Provision for ongoing litigation related to the acquisition of a participation in Usiminas
The Company is party to a longstanding lawsuit filed in Brazil by Companhia Siderúrgica Nacional, or CSN, and various entities affiliated with CSN against Ternium Investments, its subsidiary Ternium Argentina, and Tenaris’s subsidiary Confab, all of which compose the T/T Group under the Usiminas shareholders agreement. The entities named in the CSN lawsuit had acquired participations 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 the 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 maintained the understanding of the first instance court. CSN filed an appeal to the Superior Court of Justice (SCJ), seeking the review and reversal of the decision issued by the Court of Appeals, and on March 7, 2023, the SCJ, by majority vote, rejected CSN’s appeal.
CSN made several submissions in connection with the SCJ decision, including a motion for clarification that challenged the merits of the SCJ decision. Decisions at the SCJ are adopted by majority vote. At an October 17, 2023 session, two justices of the SCJ voted in favor of remanding the case to the first instance for it to be retried following production and assessment of the new evidence, and two justices of the SCJ voted, without requiring any further evidence, in favor of granting CSN’s motion for clarification and reversing the March 7, 2023 decision that rejected CSN’s appeal; because the fifth member of SCJ excused himself from voting, a justice from another panel at the SCJ was summoned to produce the tie-breaking vote. On June 18, 2024, the SCJ completed its voting on CSN’s motion for clarification and reversed, by majority vote, its March 7, 2023 decision, and resolved that Ternium Investments, its subsidiary Ternium Argentina and Tenaris’s subsidiary Confab should pay CSN an indemnification in connection with the acquisition by the T/T Group of the participations in Usiminas in January 2012, with CSN being allowed to retain ownership of the Usiminas ordinary shares it currently owns.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
12. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS (continued)
On August 1, 2024, Ternium Investments, Ternium Argentina and the other T/T Group entities filed a motion for clarification against the SCJ decision and, subsequently, CSN filed its reply. On December 6, 2024, the SCJ rejected this motion for clarification, confirming the obligation of the T/T Group entities to pay indemnification in connection with the 2012 acquisition of the participations in Usiminas. Notwithstanding the foregoing, the SCJ unanimously resolved to modify the applicable monetary adjustment mechanism and to cap the applicable attorney’s fees, thereby lowering the aggregate amount that would be payable if CSN ultimately prevails in this claim. Based on such SCJ decision, assuming monetary adjustment through March 31, 2026, and attorney’s fees in the amount of BRL 5 million, the aggregate amount potentially payable by Ternium Investments and Ternium Argentina if CSN finally prevails on its claims would be of approximately BRL 2,217.0 million (BRL 2,143.9 million as of December 31, 2025) and BRL 784.8 million (BRL 759.0 million as of December 31, 2025). The foregoing amounts, if the BRL/$ rate as of March 31, 2026, is used, are equivalent to approximately $ 424.8 million ($ 389.6 million as of December 31, 2025, if the BRL/$ rate as of such date is used) and $ 150.3 million ($ 138.0 million as of December 31, 2025, if the BRL/$ rate as of such date is used).
The Company continues to believe that all of CSN's claims and allegations are unsupported and without merit, as confirmed by several opinions of Brazilian legal counsel, two decisions issued by the Brazilian securities regulator in February 2012 and December 2016, the first and second instance court decisions and the March 7, 2023 SCJ decision referred to above, and that in connection with the Usiminas acquisition the T/T Group was not required either to launch a tender offer or to pay indemnification to CSN. Accordingly, on February 10, 2025, Ternium filed an extraordinary appeal against the SCJ decisions that ordered an indemnification payment, seeking their review and reversal by the Supreme Federal Tribunal. On September 10, 2025, the Vice-President of the SCJ, without examining the merits, denied leave to proceed with the extraordinary appeal as to certain arguments and ruled it inadmissible as to certain others, and on October 2, 2025, Ternium and the other T/T Group entities filed an internal appeal for the special court of the SCJ to reconsider the denial of leave to proceed and a concurrent appeal against the inadmissibility ruling for the Supreme Federal Tribunal to consider admissibility of the extraordinary appeal directly. On November 26, 2025, the first appeal was dismissed by the SCJ special court while the other appeal has not yet been ruled by the Supreme Federal Tribunal. The Company cannot predict the ultimate resolution on the matter.
PIS and COFINS credits defense action - Usiminas
In August 2024, the Federal Government had filed two new tax claims for a total of approximately BRL 503 million ($ 92 million; BRL 573 million or $ 110 million as of March 31, 2026). The contingencies are related to tax assessments that partially approved offset statements through which Usiminas claimed PIS and COFINS credits arising from a final court decision, which discussed the exclusion of ICMS from the calculation basis of said contributions. The tax authority disagreed with the calculation methodology adopted by Usiminas. Usiminas filed a defense action in the aforementioned proceedings, arguing that the calculations are correct and the credit rights should be recognized.
Main contingencies recognized pursuant to IFRS 3 Business Combinations in Usiminas
Contingencies estimated by Management were related to possible losses arising from administrative proceedings and litigation related to tax, civil and labor matters and based on the advice and assessment of internal and external legal advisors.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
12. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS (continued)
The main contingencies recognized in the consolidated condensed interim financial statements pursuant to IFRS 3 Business Combinations in connection with the acquisition of the additional participation in Usiminas and the full consolidation of Usiminas include the following:
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| Description | | Status | | As of the acquisition date (in $ thousands) | | As of March 31, 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 | | 32,175 |
| 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 | | 11,312 |
| Labor lawsuits filed by former employees challenging the amount of compensation paid on dismissals. | | Pending judgment. | | 10,837 | | 5,951 |
| | | | | | |
| | | | | | |
| Other contingencies | | | | 86,613 | | 57,443 |
| | | | | | |
| Provisions for contingencies recognized by Usiminas before business combination | | 199,677 | | 106,881 |
| | | | | | |
| | | | | | |
| Description | | Status | | As of the acquisition date (in $ thousands) | | As of March 31, 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 | | 87,523 |
| 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 | | 47,594 |
| 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 | | 33,182 |
| 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 | | 26,582 |
| 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 | | 11,437 |
| Other tax contingencies | | | | 206,335 | | 138,684 |
| | | | | | |
| Provisions for tax contingencies recognized as part of the business combination | | 432,488 | | 345,002 |
| | | | | | |
| 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 | | 19,494 |
| Other civil and other contingencies (1) | | | | 88,905 | | 40,860 |
| Provisions for civil and other contingencies recognized as part of the business combination | | 174,333 | | 60,354 |
| | | | | | |
| 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 | | 14,824 |
| Other labour contingencies (1) | | | | 22,532 | | 9,632 |
| Provisions for labour contingencies recognized as part of the business combination | | 49,655 | | 24,456 |
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
(1) Composed of individually non-significative contingencies
12. CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS (continued)
(ii) Commitments
(a) Ternium Argentina entered into agreements, mainly with Vale S.A. and LHG Mining, to cover 80% of its required iron ore, pellets and iron ore fines volumes until December 31, 2027, for an estimated total amount of $ 357 million. Although they do not set a minimum amount or a minimum commitment to purchase a fixed volume, under certain circumstances a penalty is established for the party that fails of:
- 7% in case the annual operated volume is between 70% and 75% of the total volume of purchases of the Company; such percentage is applied over the difference between the actual purchased volume and the 80% of the total volume of purchases.
- 15% in case the annual operated volume is lower than 70% of the total volume of purchases of the Company; such percentage is applied over the difference between the actual purchased volume and the 80% of the total volume of purchases.
(b) Ternium Argentina also signed various contracts for the provision and transportation of natural gas, including Tecpetrol and Energy Consulting Services S.A., both related companies of Ternium, assuming firm commitments for a total of $ 38.6 million payable until Abril 2028. Additionally, Ternium Argentina signed contracts for gas transportation with Transportadora de Gas del Norte S.A., a related company of Ternium, assuming firm commitments for a total of $ 165.5 million payable until April 2047.
(c) Ternium Brasil entered into an agreement with Petrobras S.A. for the supply of petcoke. The contract has minimum required volumes and is due to terminate in August 2027. As of March 31, 2026, the outstanding amount of the agreement was approximately $ 143.5 million.
(d) As of March 31, 2026, Usiminas’ commitments for the acquisition of immobilized assets totaled $ 170.4 million and are intended, mainly, for adaptation, reforms, and improvements in the primary areas of Ipatinga, increase in quality, reduction of costs, maintenance, technological updating of equipment and environmental protection.
(e) Usiminas signed in February 2026 a purchase agreement with Petrobras S.A. for the supply of coke to support operations at the company's Ipatinga steel plant until February 2028. The agreement stipulated a total annual volume of 144 thousand tons, subject to a take-or-pay arrangement. The outstanding amount was approximately $ 33.1 million as of March 31, 2026.
13. RELATED PARTY TRANSACTIONS
As of March 31, 2026, Techint Holdings S.à r.l. (“Techint”) indirectly owned 65.03% 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 private foundation (Stichting) located in the Netherlands, controls San Faustin through the holding of voting shares sufficient in number to influence matters affecting or submitted to a vote of the shareholders of San Faustin S.A., including the election of directors and the approval of certain corporate transactions and other matters concerning San Faustin S.A.'s policies. No person or group of persons controls RP STAK.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
13. RELATED PARTY TRANSACTIONS (continued)
The following transactions were carried out with related parties:
| | | | | | | | | | | | | | | | |
| | Three-month period ended March 31, | | |
| | 2026 | | 2025 | | |
| | (Unaudited) | | |
| (i) Transactions | | | | | | |
| (a) Sales of goods and services | | | | | | |
| Sales of goods to non-consolidated parties | | 36,769 | | | 34,688 | | | |
| Sales of goods to other related parties | | 23,630 | | | 45,432 | | | |
| Sales of services and others to non-consolidated parties | | 47 | | | 52 | | | |
| Sales of services and others to other related parties | | 1,136 | | | 575 | | | |
| | | | | | |
| | 61,582 | | | 80,747 | | | |
| (b) Purchases of goods and services | | | | | | |
| Purchases of goods from non-consolidated parties | | 116,609 | | | 117,673 | | | |
| Purchases of goods from other related parties | | 38,794 | | | 25,094 | | | |
| Purchases of services and others from non-consolidated parties | | 47,861 | | | 48,065 | | | |
| Purchases of services and others from other related parties | | 137,516 | | | 83,606 | | | |
| | | | | | |
| | | | | | |
| | 340,780 | | | 274,438 | | | |
| (c) Financial results | | | | | | |
| Income with non-consolidated parties | | 2,553 | | | 3,218 | | | |
| Expenses in connection with lease contracts from other related parties | | (112) | | | (226) | | | |
| | | | | | |
| | | | | | |
| | | | | | |
| | 2,441 | | | 2,992 | | | |
| (d) Dividends | | | | | | |
| Dividends from non-consolidated parties | | 2,967 | | | 1,222 | | | |
| | | | | | |
| | 2,967 | | | 1,222 | | | |
| (e) Other income and expenses | | | | | | |
| Income (expenses), net with non-consolidated parties | | 156 | | | 230 | | | |
| Income (expenses), net with other related parties | | 385 | | | 180 | | | |
| | | | | | |
| | 541 | | | 410 | | | |
| | | | | | | | | | | | | | | |
| | March 31, 2026 | | December 31, 2025 | |
| | (Unaudited) | | | |
| (ii) Period-end balances | | | | | |
| (a) Arising from sales/purchases of goods/services | | | | | |
| Receivables from non-consolidated parties (1) | | 10,658 | | | 159,059 | | |
| Receivables from other related parties | | 27,136 | | | 31,811 | | |
| Advances to non-consolidated parties | | — | | | 316 | | |
| Advances to suppliers with other related parties | | 101,938 | | | 126,374 | | |
| Payables to non-consolidated parties | | (42,521) | | | (55,318) | | |
| Payables to other related parties | | (173,156) | | | (188,030) | | |
| Lease Liabilities with other related parties | | (1,091) | | | (1,505) | | |
| | | | | |
| | (77,036) | | | 72,707 | | |
(1) The Company received the full repayment of the loan granted to Techgen S.A. de C.V for $ 150 million.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
14. 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 March 31, 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 | | 371,299 | | | — | | | — | | | 371,299 | |
| Derivative financial instruments | | — | | | 65 | | | 25,097 | | | 25,162 | |
| Trade receivables | | 1,809,136 | | | — | | | — | | | 1,809,136 | |
| Other investments | | 210,175 | | | 423,909 | | | 890,878 | | | 1,524,962 | |
| Cash and cash equivalents | | 1,343,879 | | | 273,440 | | | — | | | 1,617,319 | |
| | | | | | | | |
| Total | | 3,734,489 | | | 697,414 | | | 915,975 | | | 5,347,878 | |
| | | | | | | | |
| As of March 31, 2026 (in $ thousands) | | Amortized cost | | Liabilities at fair value through profit or loss | | | | Total |
| | | | | | | | |
| (ii) Liabilities as per statement of financial position | | | | | | | | |
| Other liabilities | | 270,764 | | | — | | | | | 270,764 | |
| Trade payables | | 1,990,407 | | | — | | | | | 1,990,407 | |
| Derivative financial instruments | | — | | | 3,447 | | | | | 3,447 | |
| Lease liabilities | | 195,780 | | | — | | | | | 195,780 | |
| Borrowings | | 2,814,816 | | | — | | | | | 2,814,816 | |
| | | | | | | | |
| Total | | 5,271,767 | | | 3,447 | | | | | 5,275,214 | |
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 29 of the Consolidated Financial Statements as of December 31, 2025 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 March 31, 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 | | 273,440 | | | 273,440 | | | — | | | — | |
| Other investments | | 1,314,787 | | | 1,145,610 | | | 168,980 | | | 197 | |
| Derivative financial instruments | | 25,162 | | | — | | | 25,162 | | | — | |
| | | | | | | | |
| Total assets | | 1,613,389 | | | 1,419,050 | | | 194,142 | | | 197 | |
| | | | | | | | |
| Financial liabilities at fair value through profit or loss / OCI | | | | | | | | |
| Derivative financial instruments | | 3,447 | | | — | | | 3,447 | | | — | |
| | | | | | | | |
| Total liabilities | | 3,447 | | | — | | | 3,447 | | | — | |
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
14. FINANCIAL INSTRUMENTS BY CATEGORY AND FAIR VALUE MEASUREMENT (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 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 | | | — | |
(*) 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 three-month period ended March 31, 2026, and the year ended December 31, 2025, corresponds to the initial investment and to the changes in its fair value.
15. MATTERS RELATED TO THE ARGENTINE SUBSIDIARIES
(i) Foreign exchange restrictions in Argentina
Ternium’s Argentine subsidiary, Ternium Argentina S.A., is currently operating in a complex and volatile economic environment.
Between September 2019 and December 13, 2023, the Argentine government imposed significant restrictions on foreign exchange transactions. After a new administration took office in Argentina in December 2023, some of these restrictions have been progressively lifted or eased. The main currently applicable measures are described below:
•Foreign currency proceeds derived from exports of goods must be sold into the Argentine foreign exchange market (“MULC”) and converted into Argentine pesos within specified deadlines, which vary depending on whether transactions involve related parties and on the timing of collection. Payments for imports of goods are allowed upon customs clearance, while payments for services are permitted either upon accrual (non-related parties) or after a 90-day deferral (related parties). Payments for capital goods imports follow a phased schedule.
•Access to the MULC to pay dividends is permitted for distributable earnings corresponding to full fiscal years commencing after January 1, 2025. Access to the MULC to pay dividends for accumulated earnings relating to prior years remains subject to the approval of the Argentine Central Bank.
Access to foreign currency and transfers out of Argentina to make payments that remain restricted can be achieved through securities transactions involving securities listed both in Argentina and in other markets, resulting in a different implicit exchange rate, generally higher than the official exchange rate. Pursuing any such transactions by Argentine companies and, in certain cases, its shareholders and affiliates, result in temporary restrictions for the Argentine company to access the MULC. It is still unclear if or when the Argentine authorities will eliminate or loosen the remaining restrictions.
Ternium Argentina carries out all of its import and export transactions through the MULC. Therefore, assets and liabilities in foreign currency as of March 31, 2026, have been valued considering the official exchange rates at the end of the period.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
15. MATTERS RELATED TO THE ARGENTINE SUBSIDIARIES (continued)
Under Ternium Argentina’s annual accounts as of March 31, 2026, and for the three-month period then ended, revenues amounted to $ 430 million (three-month period ended March 31, 2025: $ 462 million), net profit from continuing operations to $ 141 million (three-month period ended March 31, 2025: $ 36 million), total assets to $ 5,360 million (December 31, 2025: $ 5,181 million), total liabilities to $ 605 million (December 31, 2025: $ 499 million) and shareholders’ equity to $ 4,755 million (December 31, 2025: $ 4,682 million).
Ternium Argentina’s cash and cash equivalents and other investments amounted to $ 751 million as of March 31, 2026, broken down as follows:
- $ 687 million in U.S. dollars-denominated instruments in sovereign bonds issued by the Argentine Government and payable in U.S. dollars, and Argentine Treasury bonds related to the official exchange rate. The U.S. dollar value of these instruments recorded in Ternium’s consolidated condensed interim financial statements is based on their Argentine peso local market price, converted to the U.S. dollar at the ARS/$ official exchange rate. Therefore, the valuation of such investments is subject to the volatility of the Argentine financial market and currency exchange rates, leading to a potential significant reduction of such value in the consolidated condensed interim financial statements.
- $ 61 million in Argentine pesos-denominated instruments.
- $ 2 million in negotiable obligations and promissory notes issued by Argentine export driven companies in U.S. dollars and mainly payable in Argentine pesos.
Ternium Argentina’s financial position in ARS as of March 31, 2026, amounted to $ 152 million in monetary assets and $ 225 million in monetary liabilities. All of Ternium Argentina’s ARS-denominated assets and liabilities are valued at the prevailing official exchange rate. In the event of a devaluation, Ternium Argentina may be adversely affected, and will also suffer a loss on deferred tax charge as a result of a deterioration on the tax value of their fixed assets. At this time, the Company is unable to estimate all impacts of a new devaluation of the Argentine peso against the U.S. dollar.
Despite recent easing measures, this context of volatility and uncertainty remains in place as of the issue date of these Consolidated Condensed Interim Financial Statements. Management continues to monitor closely the evolution of the main variables affecting its business, identifying the potential impact thereof on its financial and economic situation and determining the appropriate course of action in each case. These Consolidated Condensed Interim Financial Statements should be read taking into account these circumstances.
(ii) Acquisition of Tubos Argentinos S.A.
On January 14, 2026, Ternium Argentina S.A. acquired for $ 24.1 million: (i) 44,148,349 ordinary shares with a face value of ARS 1 each and one vote per share, issued by Tubos Argentinos S.A. (“TASA”), representing 100% of TASA’s voting share capital, and (ii) all outstanding credits owed by TASA to its selling shareholders, amounting to $ 8.2 million.
TASA is a service center specialized in manufacturing structural and conduit tubes, steel profiles, API‑standard tubes, and highway guardrails and solar‑panel profiles. It operates industrial plants in El Talar (Buenos Aires Province) and Justo Daract (San Luis Province), with annual sales of approximately 42,000 tons.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
15. MATTERS RELATED TO THE ARGENTINE SUBSIDIARIES (continued)
The identifiable assets acquired and liabilities assumed were recognized at their fair values as of the acquisition date, totaling $ 24.1 million, and comprised cash and cash equivalents ($ 3.7 million), receivables ($ 4.5 million), inventories ($ 8.5 million), property, plant and equipment ($ 10.2 million), non‑current assets and liabilities, net ($ 1.4 million) and borrowings ($ ‑4.2 million). As of the issuance date of these consolidated condensed interim financial statements, the purchase price allocation is provisional in accordance with IFRS 3. The results of the acquired entity have been included in the Company’s consolidated condensed interim financial statements from the acquisition date, and had the business combination been completed at the beginning of the fiscal year, the impact on consolidated results would not have been significant.
(iii) Distribution of dividends
On March 31, 2026, Ternium Argentina’s board of directors approved the payment of a dividend in cash for a total amount of $ 89.7 million, payable on April 13, 2026.
16. MATTERS RELATED TO USIMINAS
(i) Acquisition of Nippon Group’s remainder participation in Usiminas’ Control Group
On November 5, 2025, Ternium S.A. announced that its subsidiary Ternium Investments S.à r.l. has entered into a share purchase agreement to acquire from Nippon Steel Corporation and Mitsubishi Corporation their remainder participations in the control group of Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS (“Usiminas”). This additional investment further strengthens Ternium’s commitment to Usiminas and the Brazilian steel market.
Pursuant to the transaction, Ternium paid $2.06 per ordinary share, which resulted in an aggregate purchase price of approximately $315.2 million in cash for 153.1 million ordinary shares, increasing its participation in the Usiminas control group from 51.5% to 83.1%, while the ownership interest increased from 25.08% to 37.52%.
The closing of the transaction occurred on February 10, 2026, after the approval of the transaction by the antitrust authorities in January, and it was settled with cash on hand. An effect of $ 38.4 million was recognized in the Statement of Changes in Equity related to the difference between the purchase price and the book value of Usiminas as of the closing date, with a reclassification from non-controlling interest.
The Usiminas control group holds the majority of Usiminas’ voting rights. Upon the closing of this transaction, Ternium Investments and its subsidiary Ternium Argentina, together with Confab, a subsidiary of its affiliate Tenaris S.A. (all of which compose the T/T group within Usiminas’ shareholders’ agreement), hold an aggregate participation of 92.9% in Usiminas’ control group. Previdência Usiminas (Usiminas employees’ pension fund) continue to hold the remainder 7.1%.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
16. MATTERS RELATED TO USIMINAS (continued)
(ii) Put and call option
In addition to the July 2023 share purchase and the governance structure agreed at that moment, a “put” and “call” mechanism was established according to the following scheme:
–NSC group will have the right, at any time after the closing of the transaction, to withdraw its remaining shares from the control group and sell them in the open market after giving the T/T group the opportunity to buy them at the equivalent in U.S. dollars of the 40-trading day average price per share immediately prior to the NSC group’s notice of withdrawal, as well as the right, at any time after the second anniversary of the closing, to sell such shares to the T/T group at $ 2.0584 per share.
–At any time after the second anniversary of the closing of the transaction, the T/T group will have the right to buy the NSC group’s remaining interest in the Usiminas control group (153.1 million ordinary shares) at the higher of $ 2.0584 per share and the equivalent in U.S. dollars of the 40-trading day average price per share immediately prior to the date of exercising the option.
–In the case of the T/T Group, Ternium will decide at its own discretion the execution of the call option, having Confab and Ternium Argentina the option to acquire the shares owned by NSC pro rata to their participation.
IAS 32 requires a liability to be recognized for written puts over non-controlling interests. The liability reflects the entity’s obligation to deliver cash or a financial asset. The financial liability is recognized at present value of the redemption amount and accreted through finance charges in the income statement over the contract period up to the final redemption amount. Ternium has recognized a liability associated with the put option of $ 242.5 million as of July 3, 2023 ($ 298.4 million as of December 31, 2025), accounted for in the statement of financial position under Other liabilities, with the corresponding debit in the statement of changes in equity under Non-controlling interest.
The share purchase agreement included in (i) above is confirming timing over the liability already existing related to the acquisition of the NCI, which implies an acceleration of the timing of the payment for this financial liability. Consequently, the liability as of December 31, 2025, included $20.6 million related to the accelerated recognition of financial results related to the acquisition of the participation in Usiminas from NSC and the remaining amount of $16.7 million until February 10, 2026, was recognized upon closing of the transaction.
(iii) Change in the functional currency of Usiminas
The determination of the functional currency requires management to make significant judgements. Usiminas has performed a review of its functional currency and concluded that the currency that most faithfully represents the economics effects of the entity is the US dollar and therefore its functional currency has changed from the local currency to the US dollar. This change is prospective from January 1, 2026, and does not affect the balances as of December 31, 2025, nor results or cash flows for the year then ended.
The decision was based on the fact that new global trade restrictions, affecting the international trade of steel along with the increase of steel imports in Brazil, have led to a greater correlation of local prices to global prices. In this context, there is also a greater proportion of total production costs in US dollars. Furthermore, factors to determine the functional currency were always mixed; however, currently most of revenue and costs of production are linked to the US dollar.
| | | | | | | | |
| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
16. MATTERS RELATED TO USIMINAS (continued)
The change in functional currency of Usiminas significantly reduces the volatility of the effects generated by foreign exchange movements and the application of IAS 21 - The Effects of Changes in Foreign Exchange Rates. The decision was approved by the Board of Directors of Usiminas on February 12, 2026.
(iv) Recoverability assessment of Usiminas Steel CGU and accumulated deferred tax assets
As of September 30, 2025, Ternium assessed the recoverability of its Usiminas Steel CGU and of Usiminas’ accumulated deferred tax assets (DTA), and, based on these analyses and on applicable accounting standards, Management concluded that a $405 million write-down of DTA should be recognized as an income tax charge in the quarter. As of such date, Usiminas held DTA amounting to $776 million, primarily stemming from temporary differences and tax losses recognized during the July 2023 business combination. Ternium conducted a comprehensive recoverability assessment regarding the future availability of taxable profits needed to utilize these DTA, as required under IAS 12, incorporating historical performance and updated forecasts in its projections. As of March 31, 2026, no triggers were detected to determine the assessment of the recoverability of Usiminas Steel CGU and of Usiminas’ accumulated DTA.
17. TARIFFS ON IMPORTS IN THE UNITED STATES
Early in 2025, the U.S. government imposed a 25% tariff under Section 232 of the Trade Expansion Act on virtually all steel and steel derivative imports, revoking previously negotiated country-specific exemptions and quota arrangements. Section 232 of the U.S. Trade Expansion Act authorizes the imposition of trade measures on imports of certain goods that are considered to threaten national security. In June 2025, the U.S. government increased Section 232 tariffs on steel products from 25% to 50%. Furthermore, following multiple consultations with domestic producers, a range of products containing steel were subsequently added to the list of items subject to Section 232 tariffs. In April 2026, the U.S. government revised the application of Section 232 tariffs on derivative products, implementing new procedures for how these tariffs are assessed and enforced. Since then, derivative products that are primarily composed of steel have been subject to a 50% tariff applied to the entire value of the item. Other derivative steel articles—such as fabricated components, assemblies, and industrial and electrical grid equipment—are subject to a 15% or 25% tariff, depending on the type of article, when the combined steel, aluminum, and copper content exceeds 15% of the product’s total weight. Additionally, since April 2026, derivative products in which at least 95% of the combined steel, aluminum and copper content was melted and poured in the U.S. are subject to a reduced tariff of 10%.
The U.S. also expanded Section 232 measures beyond steel. In April 2025, the U.S. government imposed a 25% Section 232 tariff on imported automobiles; in May 2025, imposed a 25% Section 232 tariff on critical imported auto parts, including engines, transmissions, powertrain components, and electrical systems; and in November 2025 imposed a 25% Section 232 tariff on imported medium- and heavy-duty trucks and their parts and a 10% tariff on imported buses. Vehicles and parts that meet USMCA requirements are subject to this tariff only on their non-U.S. content and for auto parts, the tariff will apply once the government implements a formal process to exempt U.S.-origin content.
In addition, in 2025, the U.S. government imposed tariffs under the International Emergency Economic Powers Act (IEEPA), on those products imported from Mexico and Canada that do not meet USMCA preferential rules of origin and on a wide range of imported goods from various other jurisdictions. These tariffs were rescinded on February 24, 2026, following a U.S. Supreme Court decision invalidating the use of the IEEPA to authorize these tariffs. On that same date, the U.S. government implemented a new, temporary, 10% global tariff on all countries pursuant to Section 122 of the Trade Act of 1974, set to expire on July 24, 2026.
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| TERNIUM S.A. | | |
Consolidated Condensed Interim Financial Statements as of March 31, 2026 |
and for the three-month periods ended March 31, 2026 and 2025 |
17. TARIFFS ON IMPORTS IN THE UNITED STATES (continued)
In March 2026, the U.S. government announced investigations under Section 301(b) of the Trade Act of 1974 into (a) alleged unfair trade practices and excess production by Mexico and 15 other jurisdictions and (b) into failure to prohibit and effectively enforce restrictions on the importation of goods produced with forced labor by Argentina, Brazil, Colombia, Guatemala, Mexico and 55 other jurisdictions. If the investigations find that a jurisdiction is engaged in unfair trade practices, the United States Trade Representative has the authority to impose tariffs, among other measures.
This surge in U.S. trade measures and its associated unpredictability is affecting market prices and dynamics, supply chains and cost structures and, together with other potential trade measures, could result in a prolonged or escalated trade conflict.
A joint review process of the USMCA will start by July 1, 2026. This will allow the three-member countries to assess the agreement and propose revised terms. Unless the parties agree to an extension, the USMCA would expire in 2036.
The introduction of U.S. tariffs on Mexican exports has reduced competitiveness of Mexican products in the U.S. market, adversely affecting several of Ternium’s customers and, consequently, Ternium’s steel shipments in the country. In addition, uncertainty surrounding trade rules and the status and results of the USMCA 2026 review process has discouraged foreign investment in Mexico.
The Company is unable at this time to predict the evolution or ultimate outcome of these developments or to quantify the impact that new tariffs and measures would have on its business or financial condition.
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| | Pablo Brizzio | | |
| | Chief Financial Officer | | |