UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
☐
☒
☐
☐
Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended
December 31, 2020
or
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
or
Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
or
Commission file number: 001-3132734
TERNIUM S.A.
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
26, Boulevard Royal– 4th floor
L-2449 Luxembourg
(Address of principal executive offices)
Alejandra Hryszkiewicz
26, Boulevard Royal– 4th floor
L-2449 Luxembourg
Tel. +352 26 68 31 52, Fax. +352 26 53 83 49, e-mail: luxembourg@ternium.com
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange On Which Registered
American Depositary Shares
Ordinary Shares, par value $1.00 per share
TX
TX
New York Stock Exchange
New York Stock Exchange*
*Ordinary shares of Ternium S.A. are not directly listed for trading but only in connection with the registration of American
Depositary Shares which are evidenced by American Depositary Receipts.
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by
the annual report.
2,004,743,442 ordinary shares, par value $1.00 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934. Yes o No x
Note – checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth
company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act
(Check one):
Large accelerated filer
x
Accelerated Filer
☐
Non-accelerated filer
Emerging growth company
☐
☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant
to Section 13(a) of the Exchange Act. ☐
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☒
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP o International Financial Reporting Standards as issued by the International Accounting Standards Board ☒ Other o
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 o
Item 18 o
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
Please send copies of notices and communications from the Securities and Exchange Commission to:
Diego E. Parise
Mitrani, Caballero & Ruiz Moreno Abogados
Bouchard 680, 12th Floor
(C1106ABJ) Buenos Aires, Argentina
(54 11) 4590-8600
Patrick S. Brown, Esq.
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067-1725
(310) 712-6600
PART I
Item 1.
Item 2.
Item 3.
Item 4.
Item 4A.
Item 5.
Item 6.
Item 7.
Item 8.
Item 9.
Item 10.
Item 11.
Item 12.
PART II
Item 13.
Item 14.
Item 15.
Item 16A.
Item 16B.
Item 16C.
Item 16D.
Item 16E.
Item 16F.
Item 16G.
Item 16H.
PART III
Item 17.
Item 18.
Item 19.
TABLE OF CONTENTS
Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
Information on the Company
Unresolved Staff Comments
Operating and Financial Review and Prospects
Directors, Senior Management and Employees
Major Shareholders and Related Party Transactions
Financial Information
The Offer and Listing
Additional Information
Quantitative and Qualitative Disclosure About Market Risk
Description of Securities Other Than Equity Securities
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and Use of Proceeds
Controls and Procedures
Audit Committee Financial Expert
Code of Ethics
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Change in Registrant’s Certifying Accountant
Corporate Governance
Mine Safety Disclosure
Financial Statements
Financial Statements
Exhibits
7
7
7
26
69
69
93
101
104
108
108
121
124
125
125
125
125
126
126
127
128
128
129
129
131
131
131
131
132
2
In this annual report, unless otherwise specified or if the context so requires:
CERTAIN DEFINED TERMS
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•
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•
References to the “Company” are exclusively to Ternium S.A., a Luxembourg public limited liability company
(société anonyme);
References to “Ternium,” “we,” “us” or “our” are to Ternium S.A. and its consolidated subsidiaries;
References to the “Ternium companies” are to the Company’s manufacturing subsidiaries, namely Ternium México
S.A. de C.V., or “Ternium Mexico,” a Mexican corporation; Ternium Brasil Ltda., or “Ternium Brasil” (formerly,
CSA Siderúrgica do Atlântico Ltda., or CSA), a Brazilian corporation; Ternium Argentina S.A., or “Ternium
Argentina”, (formerly Siderar S.A.I.C., or Siderar), an Argentine corporation; Ternium Colombia S.A.S., or “Ternium
Colombia”, (formerly Ferrasa S.A.S., or Ferrasa), a Colombian corporation; Ternium del Atlántico S.A.S., or
“Ternium del Atlantico”), a Colombian corporation; Ternium Internacional Guatemala S.A., or “Ternium Guatemala,”
a Guatemalan corporation; Ternium USA Inc., or “Ternium USA”, a Delaware corporation; Las Encinas S.A. de C.V.,
or “Las Encinas,” a Mexican corporation; and Consorcio Minero Benito Juárez Peña Colorada S.A. de C.V., or
“Consorcio Peña Colorada,” a Mexican corporation, and their respective subsidiaries;
References to “Tenaris” are to Tenaris S.A., a Luxembourg public limited liability company (société anonyme) and a
significant shareholder of the Company;
References to “San Faustin” are to San Faustin S.A., a Luxembourg corporation and the Company’s indirect
controlling shareholder;
References to “Exiros” are to Exiros B.V., a Dutch corporation, and its subsidiaries under the brand “Exiros”
References to “Tecpetrol” are to Tecpetrol International S.A., a wholly owned subsidiary of San Faustin;
References to “Tenigal” are to Tenigal S.R.L. de C.V., a Mexican company, 51% owned by Ternium and 49% owned
by Nippon Steel Corporation, or NSC;
References to “Usiminas” are to Usinas Siderúrgicas de Minas Gerais S.A. – USIMINAS, a Brazilian corporation in
which we own a total of 242.6 million ordinary shares and 8.5 million preferred shares, representing 20.4% of
Usiminas’ capital. For further information on our investment in Usiminas, see Item 4. “Information on the Company—
C. Organizational Structure—Other Investments-Usiminas” and note 14 to the consolidated financial statements
included elsewhere in this annual report;
References to “ADSs” are to the American Depositary Shares, which are evidenced by American Depositary Receipts,
or ADRs;
References to “finished steel products” when used in connection with production capacity are to finished steel products
and semi-finished steel products intended to be sold to third parties;
References to “tons” are to metric tons; one metric ton is equal to 1,000 kilograms, 2,204.62 pounds or 1.102 U.S.
(short) tons;
References to “billions” are to thousands of millions, or 1,000,000,000; and
References to “Ternium Investments” are to Ternium Investments S.à r.l., a Luxembourg private limited liability
company (société à responsabilité limitée), and a wholly owned subsidiary of the Company.
3
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
Accounting Principles
We prepare the consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”), as
issued by the International Accounting Standards Board (“IASB”), and adopted by the European Union. IFRS differs in certain
significant respects from generally accepted accounting principles in the United States, commonly referred to as U.S. GAAP.
Additionally, this annual report includes certain non-IFRS alternative performance measures such as EBITDA, net debt
position, net debt over last twelve months EBITDA and free cash flow. See Exhibit 7.2 for more details on these alternative
performance measures. We publish consolidated financial statements presented in increments of a thousand U.S. dollars. This
annual report includes our audited consolidated financial statements for the years ended December 31, 2020, 2019 and 2018.
In this annual report, unless otherwise specified or the context otherwise requires:
Currencies
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•
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•
“dollars,” “U.S. dollars,” “USD”, “US$” or “$” each refers to the United States of America dollar;
“Mexican pesos” or “MXN” each refers to the Mexican peso;
“Argentine pesos” or “ARS” each refers to the Argentine peso; and
“Brazilian reais” or “BRL” each refers to the Brazilian real.
“Colombian pesos” or “COP” each refers to the Colombian peso.
On December 31, 2020, the U.S. dollar sell exchange rate in Mexico (as published by Banco de México, the Mexican central
bank) was MXN19.91=$1.00; the U.S. dollar sell exchange rate in Brazil (as published by Banco Central do Brasil, the
Brazilian central bank) was BRL5.20=$1.00; the U.S. dollar sell exchange rate in Argentina (as published by Banco Central de
la República Argentina, the Argentine central bank) was ARS84.15=$1.00; and the U.S. dollar average exchange rate in
Colombia (as published by Banco de la República, the Colombian central bank) was COP3,433=$1.00. Those rates may differ
from the actual rates used in preparation of the Company’s consolidated financial statements. We do not represent that any of
these currencies could have been or could be converted into U.S. dollars or that U.S. dollars could have been or could be
converted into any of these currencies.
Rounding; Comparability of Data
Certain monetary amounts, percentages and other figures included in this annual report have been subject to rounding
adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that
precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not
be the arithmetic aggregation of the percentages that precede them.
Our Internet Site Is Not Part of this Annual Report
We maintain an Internet website at www.ternium.com. Information contained in or otherwise accessible through our Internet
website is not a part of this annual report. All references in this annual report to this Internet site are inactive textual references
to this URL, or “uniform resource locator” and are for your informational reference only. We assume no responsibility for the
information contained on this website.
Industry Data
Unless otherwise indicated, industry data and statistics (including historical information, estimates or forecasts) in this annual
report are contained in or derived from internal or industry sources believed by Ternium to be reliable. Industry data and
statistics are inherently predictive and are not necessarily reflective of actual industry conditions. Such statistics are based on
market research, which itself is based on sampling and subjective judgments by both the researchers and the respondents,
including judgments about what types of products and transactions should be included in the relevant market. In addition, the
value of comparisons of statistics for different markets is limited by many factors, including that (i) the markets are defined
differently, (ii) the underlying information was gathered by different methods and (iii) different assumptions were applied in
compiling the data. Such data and statistics have not been independently verified, and the Company makes no representation as
to the accuracy or completeness of such data or any assumptions relied upon therein.
4
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
This annual report and any other oral or written statements made by us to the public may contain “forward-looking
statements” within the meaning of and subject to the “safe harbor” provisions of the Private Securities Litigation Reform Act of
1995 and under applicable securities laws. This annual report contains forward-looking statements, including with respect to
certain of our plans and current goals and expectations relating to Ternium’s future financial condition and performance, which
are provided to allow potential investors the opportunity to understand management’s beliefs and opinions in respect of the
future so that they may use such beliefs and opinions as one factor in evaluating an investment in Ternium’s securities.
Sections of this annual report that by their nature contain forward-looking statements include, but are not limited to,
Item 3. “Key Information,” Item 4. “Information on the Company,” Item 5. “Operating and Financial Review and Prospects”
and Item 11. “Quantitative and Qualitative Disclosures about Market Risk.”
We use words such as “aim,” “will continue,” “will likely result,” “contemplate,” “seek to,” “future,” “objective,”
“goal,” “should,” “will pursue,” “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and words and terms
of similar substance to identify forward-looking statements, but they are not the only way we identify such statements. All
forward-looking statements are based on management’s present expectations of future events and are subject to a number of
factors and uncertainties that could cause actual results, performance or events to differ materially from those expressed or
implied by those forward-looking statements. These factors include the risks related to our business discussed under Item 3.
“Key Information—D. Risk Factors,” and among them, the following:
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•
•
•
•
•
•
•
•
•
•
•
•
•
•
uncertainties about the behavior of steel consumers in the markets in which Ternium operates and sells its products;
changes in the pricing environments in the countries in which Ternium operates;
the impact in the markets in which Ternium operates of existing and new competitors whose presence may affect
Ternium’s customer mix, revenues and profitability;
increases in the prices of raw materials, other inputs or energy, or other events affecting supply and demand of raw
materials, other inputs or energy, such as the events following the collapse of a tailings dam at a mine in Brumadinho,
Brazil;
the economic, political, social and regulatory developments and conditions in the countries in which Ternium owns
facilities or other countries which have an impact on Ternium’s business activities or investments;
inflation or deflation and foreign exchange rates in the countries in which Ternium operates;
volatility in interest rates;
the performance of the financial markets globally and in the countries in which Ternium operates;
the uncertainties associated with the performance of our investment in Usiminas (including those concerning the
operating and financial performance of Usiminas and the Brazilian economy in general and the trading price of
Usiminas’ ordinary and preferred shares);
changes in domestic and foreign laws and regulations, including changes relating to tax, trade and foreign exchange
matters, or the imposition of tariffs, quotas or other trade barriers;
regional or general changes in asset valuations;
uncertainties as to the result of our iron ore exploration activities or the successful exploitation of our mines;
our ability to successfully implement our business strategy or to grow through acquisitions, greenfield and brownfield
projects, joint ventures and other investments;
effects of global events such as pandemics; and
other factors or trends affecting the steel and mining industries generally and our financial condition in particular.
5
By their nature, certain disclosures relating to these and other risks are only estimates and could be materially different from
what actually occurs in the future. As a result, actual future gains or losses or other occurrences or developments that may affect
Ternium’s financial condition and results of operations could differ materially from those that have been estimated. You should
not place undue reliance on forward-looking statements, which speak only as of the date of this annual report. Except as
required by law, we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking
statements, whether as a result of changes of circumstances or management’s estimates or opinions, new information, future
events or otherwise.
PART I
6
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A.
Selected Financial Data
The selected consolidated financial data set forth below have been derived from the consolidated financial statements
for each of the years and at the dates indicated herein. Ternium's consolidated financial statements were prepared in
accordance with IFRS, and were audited by PricewaterhouseCoopers, société coopérative, Cabinet de révision agréé,
or “PwC Luxembourg¨), an independent registered public accounting firm. PwC Luxembourg is a member firm of
PwC International Ltd., or "PwC".
For a discussion of the currencies used in this annual report, exchange rates and accounting principles affecting the
financial information contained in this annual report, see “Presentation of Certain Financial and Other Information—
Accounting Principles” and “Currencies”.
7
Selected consolidated income
statement data
In thousand U.S. dollars (except
number of shares and per share data)
Net sales
Cost of sales
Gross profit
Selling, general and administrative
expenses
Other operating income (expenses), net(2)
Operating income
Finance expense
Finance income
Other financial (expenses) income, net
Equity in earnings of non-consolidated
companies
For the year ended December 31,
2020(1)
2019
2018
2017
2016
8,735,435
(7,099,923)
10,192,818
(8,452,440)
11,454,807
(8,483,328)
9,700,296
(7,403,025)
7,223,975
(5,384,390)
1,635,512
1,740,378
2,971,479
2,297,271
1,839,585
(762,882)
206,843
(897,475)
21,663
(876,764)
13,656
(824,247)
(16,240)
(687,942)
(9,925)
1,079,473
864,566
2,108,371
1,456,784
1,141,718
(46,644)
49,421
19,554
(88,284)
29,071
(39,756)
(131,172)
21,236
(69,640)
(114,583)
19,408
(69,915)
(89,971)
14,129
37,957
57,555
60,967
102,772
68,115
14,624
Profit before income tax expense
Income tax expense
1,159,359
(291,488)
826,564
(196,519)
2,031,567
(369,435)
1,359,809
(336,882)
1,118,457
(411,528)
Profit for the year
Attributable to:
Owners of the parent
Non-controlling interest
Profit for the year
Depreciation and amortization
Weighted average number of shares
outstanding (3)
Basic earnings per share ($)(4)(5)
Basic earnings per ADS ($)(4)(5)
Dividends paid per share ($)
Dividends paid per ADS ($)
867,871
630,045
1,662,132
1,022,927
706,929
778,468
89,403
867,871
564,269
65,776
630,045
1,506,647
155,485
1,662,132
886,219
136,708
1,022,927
595,644
111,285
706,929
631,051
661,112
589,299
474,299
406,890
1,963,076,776
1,963,076,776
1,963,076,776
1,963,076,776
1,963,076,776
0.40
3.97
n/a
n/a
0.29
2.87
—
—
0.77
7.67
0.12
1.20
0.45
4.51
0.11
1.10
0.30
3.03
0.10
1.00
(1) The functional currency of Ternium's subsidiary Ternium Argentina has changed from the Argentine Peso to the US dollar.
This change is prospective from January 1, 2020, and does not affect the balances at December 31, 2019, 2018, 2017 and
2016, nor results or cash flows for the years then ended.
(2) Other operating income, net, in 2020 included a $186.0 million non-cash gain related to the derecognition of a contingency
on ICMS tax benefits at Ternium Brasil (imposto sobre circulação de mercadorias e prestação de serviços). For more
information see Item 8 “Financial Information—A. Consolidated Statements and Other Financial Information—Legal
Proceedings—Outstanding Legal Proceedings—ICMS deferral tax benefit – Action of Unconstitutionality.”
(3) Of the 2,004,743,442 shares issued as of December 31, 2020, the Company held 41,666,666 that were repurchased from
Usiminas on February 15, 2011. Such shares were not considered outstanding for purposes of the calculation of the
weighted average number of shares.
(4) International Accounting Standard N° 1 (IAS 1) (revised) requires that income for the year as shown in the income
statement include the portion attributable to non-controlling interest. Basic earnings per share and basic earnings per ADS,
however, continue to be calculated on the basis of income attributable solely to the owners of the parent.
(5) Diluted earnings per share and per ADS (expressed in $ per share or ADS) equals basic earnings per share or ADS,
respectively.
8
Selected consolidated balance sheet data
In thousand U.S. dollars (except number
of shares and per share data)
Non-current assets
Property, plant and equipment, net
Other non-current assets(2)(3)
Current assets
Cash and cash equivalents
Other current assets
Non-current assets classified as held for
sale
At December 31,
2020(1)
2019
2018
2017
2016
8,289,460
6,504,681
1,784,779
4,566,775
537,882
4,023,927
8,757,320
6,539,581
2,217,739
4,178,213
519,965
3,656,150
8,121,824
5,817,609
2,304,215
4,426,038
250,541
4,173,348
7,727,283
5,349,753
2,377,530
4,395,283
337,779
4,054,741
5,622,556
4,135,977
1,486,579
2,700,314
183,463
2,506,603
4,966
2,098
2,149
2,763
10,248
Total assets
12,856,235
12,935,533
12,547,862
12,122,566
8,322,870
Capital and reserves attributable to the
owners of the parent
Non-controlling interest
Non-current liabilities
Borrowings
Deferred tax liabilities
Other non-current liabilities(3)
Current liabilities
Borrowings
Other current liabilities
Total liabilities
7,286,115
1,157,038
6,611,665
1,103,208
6,393,255
1,091,321
5,010,424
842,347
4,391,298
775,295
2,559,485
1,327,289
346,485
885,711
1,853,597
395,604
1,457,993
3,452,535
1,628,892
403,278
1,420,365
1,768,125
559,782
1,208,343
3,236,756
1,637,101
474,431
1,125,224
1,826,530
399,856
1,426,674
3,442,521
1,716,337
513,357
1,212,827
2,827,274
1,505,570
1,321,704
1,324,785
396,742
609,004
319,039
1,831,492
821,893
1,009,599
4,413,082
5,220,660
5,063,286
6,269,795
3,156,277
Total equity and liabilities
12,856,235
12,935,533
12,547,862
12,122,566
8,322,870
Number of shares
1,963,076,776 1,963,076,776 1,963,076,776 1,963,076,776 1,963,076,776
(1) The functional currency of Ternium's subsidiary Ternium Argentina has changed from the Argentine Peso to the US dollar.
This change is prospective from January 1, 2020, and does not affect the balances at December 31, 2019, 2018, 2017 and
2016, nor results or cash flows for the years then ended.
(2) Includes goodwill mainly related to the acquisition of the Company's Mexican subsidiaries for a total amount of $662.3
million as of December 31 of each year.
(3) In 2020, the Company recognized a $186.0 million non-cash gain related to the derecognition of a contingency on ICMS
tax benefits at Ternium Brasil (imposto sobre circulação de mercadorias e prestação de serviços), including a $380.1
million reduction in other non-current liabilities and a $194.1 million reduction in other non-current assets. For more
information see Item 8 “Financial Information—A. Consolidated Statements and Other Financial Information—Legal
Proceedings—Outstanding Legal Proceedings—ICMS deferral tax benefit – Action of Unconstitutionality.”
B.
Capitalization and Indebtedness
Not applicable.
C.
Reasons for the Offer and Use of Proceeds
Not applicable.
D.
Risk Factors
You should carefully consider the risks and uncertainties described below, together with all other information
contained in this annual report, before making any investment decision. Any of these risks and uncertainties could
have a material adverse effect on Ternium's business, financial condition and results of operations, which could in turn
affect the price of the Company’s shares and ADSs.
Risks Relating to the Steel Industry
9
A downturn in global or regional economic activity would cause a reduction in worldwide or regional demand for
steel and would have a material adverse effect on the steel industry and Ternium.
Steel demand is sensitive to trends in cyclical industries, such as the construction, automotive, appliance and
machinery industries, which are significant markets for Ternium’s products and are also affected by national, regional
or global economic conditions. A downturn in economic activity would reduce demand for steel products. This would
have a negative effect on Ternium’s business and results of operations. A recession or depression affecting developed
economies, or slower growth or recessionary conditions in emerging economies would exact a heavy toll on the steel
industry and adversely affect our business and results of operations.
A novel strain of coronavirus (“COVID-19”) surfaced in China in December 2019, and subsequently spread to the rest
of the world in early 2020. The rapid expansion of the virus, the surfacing of new strains of the SARS-CoV-2 virus in
several countries, and the containment measures adopted by governmental authorities triggered a severe fall in global
economic activity and precipitated an unprecedented worldwide crisis. Global activity levels started to improve during
the second half of 2020; however, there remains considerable uncertainty about the future duration and extent of the
pandemic with new and more contagious variants of the virus appearing and the vaccination programs yet in their early
stages. Although restrictions imposed in connection with the COVID-19 pandemic have been lifted or relaxed in the
countries where Ternium operates, it is currently not possible to predict whether such measures will be further relaxed,
reinstated or made more stringent. We took prompt action to mitigate the impact of the crisis and to adapt our
operations on a country-by-country basis to comply with applicable rules and requirements. Although such measures
proved to be successful, if the virus continues to spread and new preventive measures are imposed in the future, our
operations could again be affected and adversely impact our results. For further information, see Item 5. “Operating
and Financial Review and Prospects—A. Results of Operations— Fiscal Year Ended December 31, 2020 compared to
Fiscal Year Ended December 31, 2019—Overview” in this annual report.
A protracted fall in steel prices would have a material adverse effect on the results of Ternium, as could price
volatility.
Steel prices are volatile and are sensitive to trends in steel demand and raw material costs, such as steel scrap, iron ore
and metallurgical coal costs. Historically, the length and nature of business cycles affecting steel demand and raw
material costs have been unpredictable. For example, U.S. steel prices trended down during most of 2018 and 2019,
after peaking during the first half of 2018, as a result of softer steel consumption, increased steel production and, in
2019, lower costs of steel scrap. Steel prices decreased further in 2020 during the early stages of the COVID-19
pandemic reflecting a depression in steel consumption. However, after an initial slump, steel prices increased steadily
during the rest of 2020 and reached very high levels in the first quarter of 2021, as the speed of the recovery in steel
production and in the production of steelmaking raw materials fell short of steel demand. A fall in steel prices could
adversely affect Ternium’s operating results by means of lower revenues and could also lead to inventory write-downs.
Even if raw material costs were to accompany the decrease in steel prices, the resulting reduction in steel production
costs would take several months to be reflected in Ternium's operating results as Ternium would first consume older
inventories acquired prior to such raw material cost decrease. In addition, Ternium may be unable to recover, in whole
or in part, increased costs of raw materials and energy through increased selling prices on its products, or it may take
an extended period of time to do so.
Regional or worldwide excess steel production capacity may lead to unfair trade practices in the international steel
markets and/or to intense competition, hampering Ternium’s ability to sustain adequate profitability.
In addition to economic cycles, the steel industry can also be affected by regional or worldwide production
overcapacity. Historically, the steel industry has suffered, especially on downturn cycles, from substantial over-
capacity. As a result of a slowdown in steel demand growth and a protracted increase in steel production capacity in
the last decade, there are signs of over-capacity in all steel markets, particularly in China, which impacted the
profitability of the steel industry and Ternium. Currently, global steel production capacity exceeds global steel
demand, which has affected, and could affect again in the future, global steel prices. Moreover, there are several new
steel making and steel processing facilities under construction or
with announced construction both in Mexico and the United States, which could contribute to a significant increase in
excess steel production capacity in North America in the coming years. For further information on Ternium’s
competition in the Mexican market see Item 4. “Information on the Company—B. Business Overview—Competition
—Steel—Mexico”.
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Excess steel production capacity may require several years to be absorbed by demand and, as a consequence, may
contribute to an extended period of depressed margins and industry weakness. International trade of steel products
conducted under unfair conditions increases particularly during downturn cycles and as a result of production over-
capacity. Unfair trade practices may result in the imposition by some countries (that are significant producers and
consumers of steel) of antidumping and countervailing duties or other trade measures, and may cause fluctuations in
international steel trade. The imposition of such trade remedies or temporary tariffs on major steel exporters in
significant steel producing countries could in turn exacerbate pressures in other markets, including those in which
Ternium operates, as exporters target such other markets to compensate, at least partially, for the loss of business
resulting from the imposition of trade remedies or tariffs.
China is the largest steel producing country in the world, accounting for approximately 60% of worldwide steel
production, and Chinese exports of steel products, including exports to Europe, the United States and Mexico, were
subject to the imposition of antidumping and countervailing duties and other trade measures. A decrease in steel
consumption in China in the future, including as a result of new waves of COVID-19 infections, could stimulate
aggressive Chinese steel export offers, exerting downward pressure on sales and margins of steel companies operating
in other markets and regions, including those in which Ternium operates. Similarly, a downturn in global or regional
economic activity could stimulate unfair steel trade practices and, accordingly, may adversely affect Ternium's
business and results of operations. For further information, see Item 4. “Information on the Company—B. Business
Overview—Regulations—Trade Regulations".
Sales may fall as a result of fluctuations in industry inventory levels.
Inventory levels of steel products held by companies that purchase Ternium’s products can vary significantly from
period to period. These fluctuations can temporarily affect the demand for, and price of, Ternium’s products, as
customers draw from existing inventory during periods of low investment in construction and other industry sectors
that purchase Ternium’s products and accumulate inventory during periods of high investment and, as a result, such
companies may not purchase additional steel products or maintain their regular purchasing volume. Accordingly,
Ternium may not be able to increase or maintain its levels of sales volumes or prices.
Intense competition could cause Ternium to lose its share in certain markets and adversely affect its revenues.
The market for Ternium’s steel products is highly competitive, particularly with respect to price, quality and service. In
both global and regional markets, Ternium competes against other global and local producers of steel products, which
in some cases have greater financial and operating resources, or direct and indirect governmental support. Competition
from such steel producers could result in declining margins and reductions in shipments. Ternium’s competitors could
use their resources in a variety of ways that may affect Ternium negatively, including by making additional
acquisitions, implementing modernization programs, expanding their production capacity, investing more aggressively
in product development, and displacing demand for Ternium’s products in certain markets. To the extent that these
producers become more efficient, Ternium could confront stronger competition and could fail to preserve its current
share of the relevant geographic or product markets. In addition, there has been a trend in the past toward steel industry
consolidation among Ternium’s competitors, and current competitors in the steel market could become larger
competitors in the future. For further information on Ternium's competitors and their investments, see Item 4.
“Information on the Company—B. Business Overview—Competition.”
Moreover, Ternium and other steel makers compete against suppliers of alternative materials, including aluminum,
wood, concrete, plastic and ceramics. In particular, certain customers, such as the automotive industry, are increasing
their consumption of lighter-weight materials, such as aluminum, composites and carbon fiber, sometimes as a result of
regulatory requirements. Competition from these alternative materials could adversely affect the demand for, and
consequently the market prices of, certain steel products and, accordingly, could affect Ternium’s sales volumes and
revenues.
Price fluctuations or shortages in the supply of raw materials, energy and other inputs could adversely affect
Ternium’s profitability.
Like other manufacturers of steel-related products, Ternium’s operations require substantial amounts of raw materials,
energy and other inputs from domestic and foreign suppliers. In particular, the Ternium companies consume large
quantities of iron ore, metallurgical coal, slabs, scrap, ferroalloys, natural gas, electricity, oxygen and other gases in
operating their blast and electric arc furnaces. The prices of these raw materials, energy and other inputs can be
volatile. Also, the availability and price of a significant portion of such raw materials, energy and other inputs used in
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Ternium’s operations are subject to market conditions, government regulations or other events affecting supply and
demand, including wars, natural disasters and public health epidemics. For example, strong iron ore demand from
Chinese steel producers coupled with certain supply restrictions, due to the COVID-19 pandemic and the wet season in
Australia among other factors, contributed to a recent surge in iron ore prices in the international markets. In
Argentina, shortages of natural gas in the past resulted in supply restrictions that, if repeated in the future, could lead to
higher costs of production or production cutbacks at Ternium’s facilities in Argentina. Extreme weather conditions in
the southern United States and northern Mexico disrupted the stable provision of natural gas and energy in these
markets, negatively affecting production in the first quarter of 2021 for approximately 80,000 tons. In addition, in the
past, Ternium has usually been able to procure sufficient supplies of raw materials, energy and other inputs to meet its
production needs; however, it could be unable to procure adequate supplies in the future. Any protracted interruption,
discontinuation or other disruption of the supply of principal inputs to the Ternium companies (including as a result of
strikes, lockouts, trade restrictions, accidents or natural disasters, worldwide price fluctuations, the availability and cost
of transportation, global epidemics such as COVID-19 or other problems) would result in lost sales and would have a
material adverse effect on Ternium’s business and results of operations. For further information related to effects of
global events see Item 3. “Key Information —D. Risk Factors—Risks Relating to the Steel Industry - A downturn in
global or regional economic activity would cause a reduction in worldwide or regional demand for steel and would
have a material adverse effect on the steel industry and Ternium". For further information related to raw materials,
energy and other inputs requirements see Item 4. “Information on the Company—B. Business Overview—Raw
Materials, Slabs, Energy and Other Inputs.”
Ternium depends on a limited number of key suppliers.
Ternium depends on certain key suppliers for their requirements of some of its principal inputs, including Vale for iron
ore, BHP Billiton and Warrior for metallurgical coal and Carbo One for pulverized coal. In general, there is a trend in
the industry towards consolidation among suppliers of iron ore and other raw materials. The Ternium companies have
entered into long-term contracts for the supply of some (but not all) of their principal inputs and it is expected that they
will maintain and, depending on the circumstances, renew these contracts. However, if any of the key suppliers fails to
deliver or there is a failure to renew these contracts, the Ternium companies could face limited access to some raw
materials, energy or other inputs, or higher costs and delays resulting from the need to obtain their input requirements
from other suppliers.
Risks Relating To Ternium's Business
If Ternium does not successfully implement its business strategy, its opportunities for growth and its competitive
position could be adversely affected.
Ternium plans to continue implementing its business strategy of enhancing its position as a competitive steel producer,
focusing on higher margin value-added products, pursuing strategic growth opportunities, implementing Ternium’s
best practices in acquired and new businesses, providing services to a wider range of customers in the local and export
markets, improving utilization levels of its plants, increasing efficiency and further reducing production costs. For
example, after the acquisition of a steel slab production plant in Rio de Janeiro, Brazil, Ternium began the construction
of a hot-rolling mill in its facility in Pesquería, Mexico to integrate the Rio de Janeiro unit to its industrial system. For
information on Ternium’s capital expenditures, see “—B. Business Overview—Capital Expenditure Program". Any of
these components or Ternium’s business strategy could be delayed or abandoned or could cost more than anticipated,
any of which could impact its competitive position and reduce its revenue and profitability. For example, Ternium
could fail to develop its projects and/or to make acquisitions and/or integrate newly acquired businesses to increase its
steel production capacity, or may lose market share in its regional markets. Even if Ternium successfully implements
its business strategy, such strategy may not yield the desired goals.
Future acquisitions or other significant investments could have an adverse impact on Ternium’s operations or
profits, and Ternium may not realize the benefits it expects from these business decisions.
A key element of Ternium’s business strategy is to identify and pursue growth-enhancing opportunities. As part of that
strategy, Ternium regularly considers acquisitions, greenfield and brownfield projects and other significant
investments. However, any growth project will depend on market and financing conditions. Ternium must necessarily
base any assessment of potential acquisitions or other investments on assumptions with respect to operations,
profitability and other matters that may subsequently prove to be incorrect. Furthermore, Ternium may fail to find
suitable acquisition targets or fail to consummate its acquisitions under favorable conditions. Ternium grew through
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several acquisitions, particularly in Mexico. Ternium’s most recent acquisition was that of Ternium Brasil, a Brazilian
steel slab producer, in 2017. Ternium also formed, together with Nippon Steel Corporation, or NSC, Tenigal, a
company that manufactures and sells hot-dip galvanized and galvannealed steel sheets for the Mexican automotive
market. In 2012, Ternium acquired a participation in the control group of Usiminas, the largest flat steel producer in
Brazil, and in 2014 and 2016, Ternium significantly increased its equity investment in Usiminas.
Ternium's acquisitions or other investments may not perform in accordance with its expectations and could have an
adverse impact on its operations and profits. Furthermore, Ternium may be unable to successfully integrate any
acquired businesses into its operations, realize expected synergies or accomplish the business objectives that were
foreseen at the time of deciding any such investment. Moreover, Ternium may also acquire, as part of future
acquisitions, assets unrelated to its business, and it may not be able to integrate them or sell them under favorable
terms and conditions. These risks, and the fact that the integration of any acquired businesses would require a
significant amount of time and resources from Ternium’s management and employees, could have an adverse impact
on Ternium’s ongoing business and a material adverse effect on its business, financial condition and results of
operations.
Ternium may be required to record a significant charge to earnings if it must reassess its goodwill, other
amortizable intangible assets, or investments in non-consolidated companies.
In accordance with IFRS, management must test for impairment all of Ternium’s assets whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. Assets subject to testing include goodwill,
intangible assets and investments in non-consolidated companies. In addition, management must test for impairment
goodwill at least once a year whether or not there are indicators of impairment. IFRS requires Ternium to recognize a
non-cash charge in an amount equal to any impairment.
As of December 31, 2020, goodwill in connection with the Company's Mexican subsidiaries amounted to $662.3
million and the carrying value of our investment in non-consolidated companies, mainly related to its investment in
Usiminas, amounted to $471.3 million. If Ternium’s management determines in the future that the goodwill from its
acquisitions or its investments in non-consolidated companies are impaired, Ternium will be required to recognize a
non-cash charge against earnings, which could materially adversely affect Ternium’s results of operations and net
worth.
If Usiminas is not able to successfully implement its business strategy, or if the business conditions in Brazil or in
the global steel and mining industries were to be worse than expected, the Company may be required to record a
significant charge to earnings in the form of a further impairment of its investment in Usiminas, which could have
a material adverse effect on Ternium’s results, financial condition or net worth.
Since 2012, Ternium is a member of the control group of Usiminas, the largest flat steel producer in Brazil. In 2014, a
conflict arose within the Usiminas control group and its board with respect to the governance of Usiminas, including
with respect to the rules applicable to the appointment of senior managers, the application of the shareholders’
agreement in matters involving fiduciary duties, and the company’s strategy. Such conflict was resolved by an
agreement between Ternium, NSC and Usiminas’ employee pension fund (Previdência Usiminas, formerly known as
Caixa do Empregados do Usiminas), providing for new governance rules for Usiminas. Under the new Usiminas
shareholders’ agreement, no control group member can, without the consent of other shareholder group or groups,
implement any change to Usiminas’ strategy or business practices. If the parties fail to reach consensus, changes at
Usiminas that may be necessary to achieve sustainable profitability may not take place or may fail to be implemented.
For further information related to the conflict within the Usiminas control group and the agreement between Ternium,
NSC and Previdencia Usiminas on governance rules for Usiminas, see Item 4. “Information on the Company—C.
Organizational Structure—Other Investments—Usiminas”.
The Company reviews periodically the recoverability of its investment in Usiminas, and as of December 31, 2012,
September 30, 2014, and December 31, 2015, Ternium wrote down its investment in Usiminas by $275.3 million,
$739.8 million and $191.9 million, respectively. As of December 31, 2020, the carrying value of Ternium’s investment
in Usiminas was $422.9 million and Ternium’s ownership stake had a market value of approximately $756.3 million.
The Company reviews the economic policies of Brazil and market expectations relating to the BRL/$ exchange rate on
an ongoing basis and will continue to evaluate their impact on the drivers used to calculate the value in use of
Ternium’s investment in Usiminas. These matters could lead to further changes in the carrying value of Ternium’s
investment in Usiminas, either through currency translation adjustments, impairment charges or recoveries of
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impairment charges. Any further write-downs to Ternium’s investment in Usiminas could have a material adverse
effect on Ternium’s results of operations or net worth.
If Ternium does not comply with laws and regulations designed to combat governmental corruption in countries in
which it sells its products, Ternium could become subject to fines, penalties or other sanctions and its sales and
profitability could suffer.
Ternium conducts business in certain countries known to experience governmental corruption. Although Ternium is
committed to conducting business in a legal and ethical manner in compliance with local and international statutory
requirements and standards applicable to its business, there is a risk that employees or representatives may take actions
that violate applicable laws and regulations that generally prohibit the making of improper payments to foreign
government officials for the purpose of obtaining or keeping business, including laws relating to the 1997 OECD
Convention on Combating Bribery of Foreign Public Officials in International Business Transactions such as the U.S.
Foreign Corrupt Practices Act and other anti-corruption laws adopted by the main countries in which Ternium operates
(including Argentina, Mexico and Brazil), which impose strict criminal liability on companies for corrupt practices
undertaken by their employees or representatives.
Labor disputes at Ternium’s operating subsidiaries could result in work stoppages and disruptions to Ternium’s
operations.
A substantial majority of Ternium’s employees at its manufacturing subsidiaries are represented by labor unions and
are covered by collective bargaining or similar agreements, which are subject to periodic renegotiation. Strikes or work
stoppages could occur prior to or during the negotiations leading to new collective bargaining agreements, during wage
and benefits negotiations or, occasionally, during other periods for other reasons. Ternium could also suffer plant
stoppages or strikes if it were to implement cost reduction plans. From time to time, Ternium takes measures in order
to become more competitive; none of the measures taken in the past have resulted in significant labor unrest. However,
Ternium cannot assure that this situation will remain stable or that future measures will not result in labor actions
against Ternium companies. Any future stoppage, strike, disruption of operations or new collective bargaining
agreements could result in lost sales and could increase Ternium’s costs, thereby affecting its results of operations. For
further information on the geographic distribution of Ternium's workforce, see Item 6. “Directors, Senior Management
and Employees—D. Employees”.
Changes in exchange rates or any limitation in the ability of the Ternium companies, including associates, to hedge
against exchange rate fluctuations could adversely affect Ternium’s business and results.
The operations of the Ternium companies expose them to the effects of changes in foreign currency exchange rates and
changes in foreign exchange regulations. A significant portion of Ternium’s sales is carried out in currencies other than
the U.S. dollar. As a result of this foreign currency exposure, exchange rate fluctuations impact the Ternium
companies’ results and net worth as reported in their income statements, statements of comprehensive income and
statements of financial position in the form of both translation risk and transaction risk. In the ordinary course of
business, the Ternium companies may see fit to enter from time to time into exchange rate derivatives agreements to
manage their exposure to exchange rate changes. Future regulatory or financial restrictions in the countries where
Ternium operates may reduce its ability to manage its exposure to exchange rate fluctuations, and thus could cause an
adverse impact on Ternium’s results of operations, financial condition or cash flows. For information concerning the
effect of the changes in exchange rates on Ternium’s business and results, see Item 5. “Operating and Financial
Review and Prospects—Overview”.
Cyberattacks could have a material adverse impact on Ternium's business and results of operation.
Ternium relies heavily on information systems to conduct its business. Although Ternium devotes significant resources
to protect its systems and data, from time to time it experiences varying degrees of cyber incidents in the normal
conduct of its business, which may occasionally include sophisticated cybersecurity threats such as unauthorized
access to data and systems, loss or destruction of data, computer viruses or other malicious code, phishing, spoofing
and/or cyberattacks. These threats often arise from numerous sources, not all of which are within Ternium's control,
such as fraud or malice from third parties, including fraud involving business email, failures of computer servers or
other accidental technological failure, electrical or telecommunication outages or other damage to its property or
assets. Cyber-attack attempts, such as ransomware, phishing, spoofing and whaling, increased in 2020 in the context of
the COVID-19 pandemic, due to a significant expansion of remote work practices among Ternium’s employees, its
customers and suppliers. In this context, we deployed additional controls to upgrade monitoring, detection and
14
response capabilities against hacking, malware infection, cybersecurity compromise and other risks. For example, in
September 2020, we detected a cyber-attack attempt, aimed at encrypting our data, by intruders who tried to exploit a
vulnerability in a device that allows remote access to certain users. The prevention systems detected this attempt, and
we took prompt action to block the intruders before they could infect our servers. Ternium’s operations were not
affected and no information was compromised. Although the actions adopted proved to be successful in stopping the
attempted attack, had the attack been successful, it would have probably resulted in ransomware and could have
disrupted our operations. Following this cyber-attack attempt, we reinforced our cybersecurity protection system by
strengthening internal network segmentation, restricting access to systems by user, upgrading intrusion detection tools
and antivirus software, reviewing and adjusting system updating processes, shielding passwords for accounts with
privileged access to certain Microsoft Windows platforms, enhancing monitoring tools, and launching an awareness
campaign on cybersecurity incidents.
Given the rapidly evolving nature of cyber threats, there can be no assurance that the systems that Ternium has
designed to prevent or limit the effects of cyber incidents or attacks and the mitigation actions adopted in connection
with such attacks will be sufficient to prevent or detect such incidents or attacks, or to avoid a material adverse impact
on its systems when such incidents or attacks do occur. While Ternium attempts to mitigate these risks, it remains
vulnerable to additional known or unknown threats, including theft, misplacement or loss of data, programming errors,
employee errors and/or dishonest behavior that could potentially lead to the compromising of sensitive information,
improper use of its systems or networks, as well as unauthorized access, use, disclosure, modification or destruction of
such information, systems and/or networks.
Extreme weather conditions may adversely impact Ternium’s business.
Extreme weather events, such as hurricanes, cyclones, droughts, floods and fires could affect businesses’ operations,
workforce, markets, infrastructure, raw materials and assets. For example, during 2020, iron ore supplies to our
operations in Argentina from Brazil's iron ore mines in the Pantanal Region (Mato Grosso do Sul state), which are
barged down the Paraguay and Paraná rivers, were disrupted as this waterway achieved one of its lowest stage on
record, forcing Ternium Argentina to procure iron ore from alternative sources at higher costs. In addition, during the
first quarter of 2021, the provision of natural gas and energy to our operations in Mexico were disrupted by extreme
weather conditions in the southern United States and northern Mexico, negatively affecting steel production in the first
quarter of 2021 for approximately 80,000 tons. The communities surrounding our main production sites in Argentina,
Brazil and Mexico are vulnerable to flooding due to extreme weather events, which could lead to the evacuation of
personnel, disruption of our operations and activities or curtailment in our supply chain, resulting in losses and
remediation costs, thus negatively affecting our financial condition. In addition, impacts of climate change, such as sea
level rise, coastal storm surge, inland flooding from intense rainfall, freeze, and hurricane-strength winds could
damage our facilities or disrupt our operations.
Risks Relating To Ternium's Mining Activities
Ternium has equity interests in two iron ore mining companies in Mexico: a 100% interest in Las Encinas and a 50%
interest in Consorcio Peña Colorada. Ternium's mining activities are subject to the following risks:
Operational accidents and unexpected natural catastrophes may damage the environment, destroy properties and
affect production or cause injuries and death, which would adversely impact Ternium's operations and profitability,
and result in material liabilities.
Ternium carries out extractive, processing and logistical operations, including tailings dams, in many geographic
locations. Liabilities associated with Ternium's mining activities include those resulting from tailings and sludge
disposal, effluent management, iron ore pulp and fines transportation, and rehabilitation of land disturbed during the
mining processes. Ternium's operations involve the use, handling, storage, discharge and disposal into the environment
of hazardous substances and the use of natural resources. The iron ore mining industry is generally subject to
significant risks and hazards, including environmental pollution, such as spilling or emissions of polluting substances
or other hazardous materials; operational incidents, such as open-cut pit wall failures, rock falls, tailings dam breaches
or incidents from the storage, transportation or use of explosives; transportation incidents, involving mobile equipment
or machinery, slurry pipes and cable transportation; and may also be subject to unexpected natural catastrophes. This
could result in environmental damage, damage to or destruction of properties and facilities, personal injury or death,
and delays in production. For example, in January 2019, a tailings dam at Vale’s Córrego do Feijão mine in
Brumadinho, Brazil, collapsed, releasing a mudflow that resulted in hundreds of people dead or missing and the
collapse in 2015 of the Samarco dam, operated by Vale and BHP, resulted in the death of 19 people. Ternium operates
mines with tailings dams in Mexico and could become subject to liabilities arising from similar incidents in the future.
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Over time, Ternium has conducted stability studies of its tailings dams, with the help of consultant companies, using
increasingly strict standards for seismic areas and, as a result, has been carrying out several investment projects to
reinforce certain dams and has to carry out several more, some of which are in the process of obtaining approval from
environmental authorities. Although Ternium believes that, once completed, ongoing and planned investment projects
will further mitigate the risk of incidents, it cannot guarantee that failures or breaches will not occur prior to or after
the completion of reinforcement works. For further information, see Item 4. “Information on the Company - B.
Business Overview - Mining”.
Ternium may also be subject to claims under federal and local laws and regulations for toxic torts, natural resource
damages and other damages, as well as for the investigation and clean-up of soil, surface water, sediments,
groundwater and other natural resources. Claims for damages and reclamation may arise out of current or former
conditions at sites that Ternium owns, leases or operates or at inactive sites that Ternium currently owns, leased-land
sites and third-party waste disposal sites. Ternium may be held responsible for other sites in the future. Ternium also
could be subject to litigation for alleged bodily injuries arising from claimed exposure to hazardous substances
allegedly used, released, or disposed of by Ternium. Environmental damages caused by Ternium's operations may
result in costs and liabilities that could materially and adversely affect margins, cash flow and profitability. Third-party
claims based on environmental or physical damages may exceed the limit of liability of the insurance policies we could
have in place.
Required governmental concessions could be subject to changes or termination, permits and rights of use and
occupancy could be difficult to obtain or maintain and taxes or royalties applicable to the mining industry could
increase, all of which could adversely affect Ternium's mining activities and operating costs.
Ternium's mining activities are subject to specific regulations and depend on concessions and authorizations granted
by governmental authorities. Amendments to applicable laws and regulations in Mexico may change the terms
pursuant to which Ternium is required to pursue exploration, mining and ore processing activities. Selected mining
technologies, new taxes and/or royalties may be imposed on mining activities, leading to unexpected capital
expenditures and higher costs.
Iron ore exploration and exploitation concessions as well as water concessions may be revoked if the competent
government authorities determine that Ternium does not comply with its obligations under the respective concession
terms and agreements. Furthermore, in order to explore or exploit mines, it is necessary to obtain the right of use and
occupancy of the land where the mines are situated. Even though government regulations frequently establish
provisions intended to facilitate the establishment of such rights, in some cases it may be difficult to reach and
maintain agreements with the landowners or such agreements may be excessively onerous. If Ternium is unable to
establish use and occupancy rights on acceptable terms, its mining activities may be compromised. In addition,
Ternium’s iron ore mining subsidiaries need to obtain, in the normal course of business, permits for the preparation of
new iron ore bodies at the mines and for the expansion of tailings deposit capacity. If Ternium is unable to obtain such
permits on a timely basis, it may need to alter its mining and/or production plans, which could lead to unexpected
capital expenditures and higher costs.
Ternium's reserve estimates may differ materially from actually recoverable mineral quantities, or its estimates of
mine life may prove inaccurate; and market price fluctuations and changes in operating and capital costs may
render certain ore reserves uneconomical to mine in the future or cause Ternium to revise its reserve estimates.
Ternium’s reserves are estimated quantities of ore that it has determined can be economically mined and processed
under present and anticipated conditions to extract their mineral content. There are numerous uncertainties inherent in
estimating quantities of reserves and in projecting potential future rates of mineral production, including factors
beyond Ternium's control. Reserve calculations involve estimating deposits of minerals that cannot be measured in an
exact manner, and the accuracy of any reserve estimate is a function of the quality of available data and engineering
and geological interpretation and judgment. Reserve estimates also depend on assumptions relating to the economic
viability of extraction, which are established through the application of a life of mine plan for each operation or project
providing a positive net present value on a forward-looking basis, using forecasts of operating and capital costs based
on historical performance, with forward adjustments based on planned process improvements, changes in production
volumes and in fixed and variable proportions of costs, and forecasted fluctuations in costs of raw material, supplies,
energy and wages. These forecasts and projections involve assumptions and estimations that, although Ternium
believes are reasonable at the time of estimating its reserves, may change in the future and may fail to anticipate
geological, environmental or other factors or events that could make it difficult or unprofitable to mine certain ore
deposits.
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In addition, Ternium's reserve estimates are of in-place material after adjustments for mining depletion and mining
losses and recoveries, with no adjustments made for metal losses due to processing. As a result, no assurance can be
given that the indicated amount of ore will be recovered from Ternium's reserves, or that it will be recovered at the
anticipated rates, or that extracted ore will be converted into saleable production over the mine life at levels consistent
with its reserve estimates. Reserve estimates may vary from those included in this annual report, and results of mining
and production subsequent to the date of an estimate may lead to future revisions of estimates. Estimates of mine life
may require revisions based on actual production figures, changes in reserve estimates and other factors. For example,
fluctuations in the market prices of minerals, reduced recovery rates or increased operating and capital costs due to
inflation, exchange rates, mining duties or other factors could affect Ternium's mine life projections. To the extent that
market price fluctuations or changes in its operating and capital costs increase its costs to explore, locate, extract and
process iron ore, Ternium may be required to lower its reserve estimates if certain ore reserves become uneconomical
to mine in the future.
Ternium's exploration activities are subject to uncertainties as to the results of such exploration; even if the
exploration activities lead to the discovery of ore deposits, the effective exploitation of such deposits remains subject
to several risks.
Exploration activities are highly speculative, involve substantial risks and may be unproductive. Ternium may incur
substantial costs for exploration which do not yield the expected results. The failure to find sufficient and adequate
reserves could adversely affect Ternium's business. In addition, even if ore deposits are discovered, the ability to
pursue exploitation activities may be delayed for a long time during which market conditions may vary. Significant
resources and time need to be invested in order to establish ore resources through exploration, define the appropriate
processes that shall be undertaken, obtain environmental licenses, concessions and permits (including water usage
permits), acquire land, build the necessary facilities and infrastructure for greenfield projects and obtain the ore or
extract the metals from the ore. If a project does not turn out to be economically feasible by the time Ternium is able to
exploit it, Ternium may incur substantial write-offs.
Inability to complete investment projects required to maintain iron ore and pellets production rates over time could
increase Ternium’s steel production costs.
Mining requires continuous investment to sustain production rates. Such investments require, among other things, the
design of the project, the awarding of environmental permits and the successful execution of civil works. If Ternium
fails to timely carry out the investment projects required to maintain iron ore and pellets production rates over time,
including tailing dams, Ternium could have to substitute internally produced iron ore with third party purchases, with a
consequent increase in steel production costs.
Ternium's expected costs and capital expenditure requirements for exploration, exploitation or restoration activities
may vary significantly and affect its financial condition and expected results of operations.
Ternium may be subject to increased costs or delays relating to the acquisition of adequate equipment for the
exploration and exploitation of ore deposits, or restoration of exhausted mines. Moreover, Ternium may face
increasing costs or capital expenditure requirements related to several factors, including changes in environmental
regulations, diminished iron ore reserve grades, deeper pits and operational sections of its mines, iron ore deposits
within the pit area that are more difficult to locate or extract, additional maintenance works in dams and ponds, and
increased energy supply requirements that may be difficult to obtain. Adverse mining conditions and other situations
related to the operation of the mine and related facilities during their life cycle, whether permanent or temporary, may
lead to a significant increase in projected capital expenditures and costs, as well as affect Ternium's ability to produce
the expected quantities of mineral. If this occurs, Ternium's financial condition and expected results of operations may
also be negatively affected.
Difficulties in relationships with local communities may adversely affect Ternium's mining activities and results of
operations.
Communities or individuals living or owning land near areas where Ternium operates may take actions to oppose and
interfere with its mining activities. Even if a community has an agreement in place with Ternium, internal disputes
within that community could result in blockades to disrupt Ternium operations or iron ore transportation, or legal
proceedings to suspend mining activity. Although Ternium makes significant efforts to maintain good relationships
with such communities, actions taken by them (or by interest groups within those communities) may hamper Ternium's
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ability to conduct its mining activities as planned, request the government to revoke or cancel its concessions or
environmental or other permits, prevent Ternium from fulfilling agreements reached with the government, or
significantly increase the cost of exploring and/or exploiting the mines, thereby adversely affecting Ternium's business
and results of operations.
In the past, Ternium faced actions by certain native or local Mexican communities demanding higher compensation or
other benefits, or seeking to stop Ternium's activities. Although attempted legal actions against Ternium did not
succeed, Mexican legislation affords judges the power to preemptively suspend environmental or other permits or
concessions and take certain other measures to protect the ejidos (land jointly owned by native communities) until the
claim is resolved. An adverse legal decision suspending or cancelling permits, or the illegal occupation of facilities,
could adversely impact Ternium's mining activities and results of operations.
Risks Relating To The Structure Of The Company
The Company’s dividend payments depend on the results of operations and financial condition of its subsidiaries
and could be affected by legal, contractual or other limitations or tax changes.
The Company is a holding company and conducts all its operations through subsidiaries. Dividends or other
intercompany transfers of funds from those subsidiaries are the Company’s primary source of funds to pay its
expenses, debt service and dividends and to repurchase shares or ADSs.
The ability of the Company’s subsidiaries to pay dividends and make other payments to us will depend on their results
of operations and financial condition and could be restricted by applicable corporate and other laws and regulations,
including those imposing foreign exchange controls or restrictions on the transfer of money to offshore accounts or the
payment of dividends, and agreements and commitments of such subsidiaries. If earnings and cash flows of the
Company’s operating subsidiaries are substantially reduced, the Company may not be in a position to meet its
operational needs or to pay dividends. For information on exchange controls imposed in Argentina, see Item 3. “Key
Information—D. Risk Factors—Risks Relating to the Countries in Which Ternium Operates - Argentina: Argentine
exchange controls could prevent Ternium from paying dividends or other amounts from cash generated by Ternium
Argentina's operations".
The Company’s ability to pay dividends to shareholders is subject to legal and other requirements and restrictions in
effect at the holding company level. For example, the Company may only pay dividends out of net profits, retained
earnings and distributable reserves and premiums, each as defined and calculated in accordance with Luxembourg law
and regulations. In addition, the Company’s dividend distributions (which are currently imputed to a special tax
reserve and are therefore not subject to Luxembourg withholding tax) may be subject to Luxembourg withholding tax
if current Luxembourg tax law were to change.
The Company’s controlling shareholder may be able to take actions that do not reflect the will or best interests of
other shareholders.
As of the date of this annual report, San Faustin beneficially owned 62.02% of Ternium's outstanding voting shares
and Tenaris, which is also controlled by San Faustin, held 11.46% of Ternium's outstanding voting shares. Rocca &
Partners Stichting Administratiekantoor Aandelen San Faustin, or RP STAK, holds voting rights in San Faustin
sufficient in number to control San Faustin. As a result, RP STAK is indirectly able to elect a substantial majority of
the members of the Company’s board of directors and has the power to determine the outcome of most actions
requiring shareholder approval, including, subject to the requirements of Luxembourg law, the payment of dividends.
The decisions of the controlling shareholder may not reflect the will of other shareholders. In addition, the Company’s
articles of association permit the Company’s board of directors to waive, limit or suppress preemptive rights in certain
cases. Accordingly, the Company’s controlling shareholder may cause its board of directors to approve in certain cases
an issuance of shares for consideration without preemptive rights, thereby diluting the minority interest in the
Company.
Non-controlling interests in the Company's subsidiaries could delay or prevent us from completing our strategy.
The Company does not own 100% of the interests in certain of the Company's subsidiaries. As of February 26, 2021,
26.03% of Ternium Argentina was held by Administración Nacional de la Seguridad Social, or ANSeS, Argentina’s
governmental social security agency, and 11.48% was publicly held. ANSeS became a significant shareholder of
Ternium Argentina in the last quarter of 2008 as a result of the nationalization of Argentina’s private pension system,
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which caused assets under administration of Argentina’s private pension funds-including significant interests in
publicly traded companies, such as Ternium Argentina, held by such funds-to be transferred to ANSeS. In addition,
Ternium holds a 51% ownership interest in Tenigal, and NSC holds the remaining 49%. Ternium also has a
participation in the control group of Usiminas. For further information on the Usiminas investment, see Item 4.
“Information on the Company—C. Organizational Structure—Other Investments—Usiminas”. The existence of non-
controlling interests in these companies could prevent Ternium from taking actions that, while beneficial to Ternium,
might not be beneficial to each relevant subsidiary, considered separately. As a result, the Company could be delayed
or prevented from completing the Company's strategy or fully maximizing Ternium’s competitive strengths.
Risks Relating To The Countries In Which Ternium Operates
Negative economic, political, social and regulatory developments in certain markets where Ternium has a
significant portion of its operations and assets could hurt Ternium’s shipment volumes or prices, increase its costs
or disrupt its manufacturing operations, thereby adversely affecting its results of operations and financial
condition.
The results of Ternium’s operations are subject to the risks of doing business in emerging markets, principally in
Mexico, Brazil and Argentina and to a lesser extent in Colombia, and have been, and could in the future be, affected
from time to time to varying degrees by economic, political, social, and regulatory developments, such as
nationalization, expropriation or forced divestiture of assets; restrictions on production, domestic sales, imports and
exports; travel or trade bans; interruptions in the supply of essential energy inputs; restrictions on the exchange or
transfer of currency; inability or increasing difficulties to repatriate income or capital or to make contract payments;
inflation; devaluation; or other events, including wars and other international conflicts, natural disasters and public
health epidemics (such as COVID-19); civil unrest and local security concerns that threaten the safe operation of its
facilities and operations; direct and indirect price controls; tax increases and changes (including retroactive) in the
interpretation, application or enforcement of tax laws and other claims or challenges; cancellation of contract rights;
and delays or denial of governmental approvals. Both the likelihood of such occurrences and their overall effect upon
Ternium vary greatly from country to country and are not predictable. Realization of these risks could have an adverse
impact on the results of operations and financial condition of Ternium’s subsidiaries located in the affected country
and, depending on their materiality, on the results of operations and financial condition of Ternium as a whole.
Mexico
Ternium has significant manufacturing operations and assets located in Mexico and a majority of its sales are made to
customers in this country. The majority of Ternium’s revenues from its Mexican operations, therefore, are related to
market conditions in Mexico and to changes in its economic activity. Ternium’s business could be materially and
adversely affected by economic, political and regulatory developments in Mexico.
Political, economic and social conditions and government policies in Mexico could negatively impact Ternium’s
business and results of operations.
In the past, Mexico has experienced several periods of slow or negative economic growth, high inflation, high interest
rates, currency devaluation and other economic problems. Furthermore, the Mexican national economy tends to reflect
changes in the economic environment in the United States and could be affected by changes in the terms of trade. In
addition, actions and policies that could be adopted by the Mexican federal government concerning the economy could
have a significant impact on market conditions affecting Ternium’s operations in Mexico. If problems such as
deterioration in Mexico’s economic conditions re-emerge (for example, as a result of lower revenues due to a decline
in the price of oil) or there is a future re-emergence of social instability, political unrest, reduction in government
spending or other adverse social or political developments, foreign exchange and financial markets may exhibit
continued volatility, which, depending on its severity and duration, could adversely affect the business, results of
operations, financial condition or liquidity of Ternium. Moreover, adverse economic conditions in Mexico could result
in, among other things, higher interest rates coupled with reduced opportunities for refunding or refinancing, reduced
domestic consumption of Ternium’s products, decreased operating results and delays in the completion of ongoing and
future capital expenditures.
Regulatory changes in Mexico could adversely impact Ternium's results of operations and net results.
In the past, Mexico went through various economic and labor reforms such as new labor regulations introduced in
2012 and a comprehensive tax reform adopted in 2014, which resulted in a deferred tax loss of $22.3 million in
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Ternium’s 2013 results. More recently, in March 2021, the Mexican Congress approved a new law that significantly
reforms the energy market in Mexico. Among other changes, the new law grants priority to Mexico's state-owned
electric power generation and distribution company (CFE) over its competitors in the supply of electric power to the
Mexican market and mandates a revision of power generation and transaction agreements between CFE and
independent electric power suppliers. The law, which remains subject to implementing regulations by the competent
authorities, has already been challenged in court by affected players. At this stage, Ternium cannot fully assess the
effects of the energy market reform on its operations and the Mexican economy in general and, consequently, on the
results of operations and financial conditions of Ternium’s businesses in Mexico. Any additional new changes to
Mexican regulations could adversely impact Ternium’s results of operations and net results.
Violence and crime in Mexico could negatively impact Ternium’s business and operations.
In recent years, there has been a significant increase of violent crimes in Mexico, including the Monterrey area in
Nuevo León, where Ternium's main facilities are located, and Michoacán, where some of Ternium's mining facilities
are placed. Security issues could affect Ternium's day-to-day operations and could also result in an economic
slowdown, reducing domestic demand for its products and thereby having an adverse effect on Ternium's business. A
deterioration of the security situation could result in significant obstacles or additional costs to the implementation of
growth plans in Mexico, including delays in the completion of capital expenditures.
Unexpected changes in trade rules with the United States could adversely impact Ternium's results of operations
and net results.
The United States-Mexico-Canada Agreement, or USMCA, became effective in July 2020 replacing the North
American Free Trade Agreement (NAFTA). In addition, during 2019 Mexico and the United States agreed to waive a
25% tariff on steel products exported to the United States, which had been imposed during 2018, subject to an agreed
premise of continuous monitoring for surges in steel imports and transshipment of non- USMCA material into the
United States. Furthermore, in 2019 the United States, Mexico and Canada agreed to modify the definition of "North
American steel" (with such amendment becoming effective in July 2027), for purposes of vehicles being awarded
preferential treatment under USMCA, restricting the defined term to steel melted and poured within the three
countries. Uncertainties about potential new trade conflicts could adversely affect the investment climate and economic
activity in Mexico. Moreover, amendments to, or the termination of current terms of trade could adversely and
materially affect Ternium’s shipments, results of operations and net worth.
Brazil
Ternium has significant manufacturing operations and assets located in Rio de Janeiro, Brazil, and some of its sales are
made in Brazil. Ternium Brasil’s profitability could be materially and adversely affected by economic, political, social,
fiscal and regulatory developments in Brazil.
Changing economic policies and political conditions in Brazil, which on several occasions in the past resulted in
economic uncertainties and recession, may occur in the future, thereby adversely affecting Ternium's business,
financial condition and results.
The Brazilian economy has been characterized by frequent and occasionally extensive intervention by the Brazilian
government. The Brazilian government has often changed monetary, taxation, credit, tariff and other policies to
influence the course of the country’s economy. The Brazilian government’s actions to control inflation and implement
other policies have involved hikes in interest rates, wage and price controls, foreign exchange controls and devaluation,
freezing of bank accounts, capital controls and restrictions on imports. If repeated in the future, such governmental
policies may adversely affect Ternium's results of operations. The Brazilian government’s policies may also result in
increases in tax payments or tariffs, which could adversely affect industry profitability. For example, the Brazilian
congress is discussing major changes to the Brazilian tax regime, which, among other things, would replace current
federal, state and municipal taxes levied on the trade of good and services with a single national value added tax.
Ternium cannot predict whether, if approved, the new tax regime would result in a net tax burden increase for its
operations. Any increase in the applicable tax burden or tariffs may make it more difficult for Ternium to maintain its
projected cash flow and profitability. The Brazilian economy has been affected by inflation, energy shortages, illiquid
lending markets and other political, diplomatic, social and economic developments. Uncertainty over whether the
Brazilian government will change policies or regulations affecting these or other factors may contribute to economic
instability in Brazil. Ternium's business and results of operations in Brazil could be adversely affected by rapidly
changing economic conditions in Brazil or by the Brazilian government’s policy response to such conditions.
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Political instability could adversely affect Ternium's business, financial condition and results.
Brazil’s political environment has historically influenced, and continues to influence, the performance of the country’s
economy. Political crises have affected public and investor confidence, which resulted in economic deceleration. Brazil
has experienced heightened economic and political instability derived from various investigations into allegations of
money laundering and corruption being conducted by the Office of the Brazilian Federal Prosecutor, including the
Lava Jato investigation, which has had a negative impact on the Brazilian economy and political environment and
contributed to a decline in market confidence in Brazil. Ternium cannot predict whether a new political crisis will arise
in the future nor its effect on the Brazilian economy and, consequently, on the results of operations and financial
conditions of Ternium’s businesses in Brazil.
Inflation may undermine economic growth in Brazil and impact Ternium's costs, thereby adversely affecting its
results of operations and financial position.
High levels of inflation have in the past undermined the Brazilian economy and the government’s ability to stimulate
economic growth. Although consumer price inflation in Brazil has been moderate in recent years, if inflation were to
increase again in the future, Ternium's results of operations and financial position could be negatively impacted, as
BRL-denominated costs (mainly labor-related costs) at Ternium Brasil increase, thereby affecting Ternium's cost-
competitiveness. Inflationary pressures may also lead to the imposition of additional government policies to combat
inflation and hinder access to Brazilian capital markets, which could adversely affect Ternium's business and ability to
finance operations and capital expenditures, making it impossible to estimate with reasonable certainty future results of
operations of Ternium Brasil.
Argentina
A significant portion of Ternium's sales are made in Argentina through its subsidiary, Ternium Argentina. Most of
Ternium Argentina’s sales revenue is affected by market conditions in Argentina and changes in Argentina’s gross
domestic product, or GDP, and per capita disposable income. Accordingly, Ternium Argentina’s business could be
materially and adversely affected by economic, political, social, fiscal and regulatory developments in Argentina. For
more information on Ternium’s sales in Argentina, see Item 4. “Information on the Company—B. Business Overview
—Sales—Southern Region.”
Economic and political instability in Argentina, which on several occasions resulted in economic uncertainties and
recession, may adversely affect Ternium's business, financial condition and results.
Ternium's business and results of operations in Argentina depend on macroeconomic conditions, among other factors.
Steel shipments to the Argentine domestic market were severely affected in different opportunities over the last
decades. This happened with the 2008-2009 downturn in the global economy, in 2016 when the country faced a
significant rebalancing of the economy’s relative prices, in 2018-2019 as the economy was affected by a severe
downturn resulting from financial market volatility, high interest rates and heightened political uncertainty during the
presidential election process, and in 2020 as the economy was affected by the COVID-19 outbreak.
Over the past years, the Argentine economy has been affected and capital investment has declined significantly due to,
among other factors, political, economic and financial uncertainties as well as government intervention in, or
limitations to, the conduct of business in the private sector and other government measures affecting investor
confidence.
The Argentine economy is currently facing significant challenges, including an economic recession that has been
exacerbated by the impact of the COVID-19 pandemic and a lockdown and other containment measures, high and
unpredictable inflation rates and a high fiscal deficit. An unpredictable development of the COVID-19 pandemic, as
well as the measures to contain it, high inflation rates and a high fiscal deficit may affect growth and may cause a drop
in demand for Ternium Argentina’s products in the domestic market.
In addition, Argentina is currently undergoing a sovereign debt restructuring process with the International Monetary
Fund, or IMF, whose outcome is uncertain. Failure to achieve a successful debt restructuring with the IMF could
further adversely affect the country's economy and lessened financial sources could impair Argentina's ability to foster
economic growth.
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Ternium's business and results of operations in Argentina could be adversely affected by rapidly changing economic
conditions in Argentina or by the Argentine government’s policy response to such conditions.
Inflation may undermine economic growth in Argentina and impact Ternium's costs, thereby adversely affecting its
results of operations and financial position.
In the past, inflation has undermined the Argentine economy and the government’s ability to stimulate economic
growth. Consumer price inflation in Argentina, as reported by INDEC, the Argentine statistics and census bureau, was
36.1% in 2020, 53.8% in 2019 and 47.6% in 2018. Sustained high inflation in Argentina negatively impacts Ternium's
results of operations and financial position, as ARS-denominated costs (mainly labor-related costs) at Ternium
Argentina increase, thereby affecting cost-competitiveness and margins. A high inflation economy could undermine
Argentina’s foreign competitiveness in international markets and negatively affect economic activity and employment
levels. Argentine inflation rate volatility makes it impossible to estimate with reasonable certainty the extent to which
activity levels and results of operations of Ternium Argentina could be affected in the future.
The Argentine government has increased taxes on Argentine companies and could further increase the fiscal
burden in the future, which could adversely affect Ternium's results of operations, net results and financial
condition.
Since 2018, Argentine companies are allowed to make inflation adjustments on the value of inventories for tax
purposes as long as consumer price inflation surpasses certain threshold (a 36-month cumulative inflation rate of 100%
up to the close of the relevant fiscal year). As a result of the significant devaluation of the Argentine peso against the
U.S. dollar and high inflation rates over the last decade, the real value that Ternium Argentina was permitted to deduct
as depreciation for investments in plant, property and equipment and as cost of sales, has materially decreased, thus
creating artificial gains for tax purposes which resulted in effective tax rates that are higher than statutory tax rates. In
addition, provincial taxes on Ternium Argentina’s sales have increased over the last years. During September 2018, the
Argentine government suspended tax rebates and imposed a new general tax on exports of goods. The initial tax rate
was 5% with a cap of ARS3 per each U.S. dollar worth of exports, but for the year 2021 this was changed to 3% with
no cap. A 2017 tax bill that would have gradually decreased the tax burden on Argentine corporations over a five-year
period was suspended for the fiscal years 2020 and 2021. Ternium cannot predict whether any new tax regime or
future fiscal reform may result in a net tax burden increase for its operations. If the tax burden on Ternium Argentina’s
operations or its shareholders is increased again in the future, Ternium’s results of operations, net results and financial
condition could be adversely affected.
Argentine exchange controls could prevent Ternium from paying dividends or other amounts from cash generated
by Ternium Argentina’s operations.
In the past, the Argentine authorities took several measures to reduce volatility of the ARS/$ exchange rate, and
implemented formal and informal restrictions on capital inflows into Argentina and capital outflows from Argentina.
Certain foreign exchange restrictions that had been gradually lifted in December 2015 were reinstated in 2019. The
Argentine government tightened controls on the flows of capital by requiring Argentine companies to repatriate export
proceeds from sales of goods and services, restricting the purchase of foreign currency for saving purposes, and
limiting or conditioning the ability of Argentine companies to access the Argentine foreign exchange market either to
purchase foreign currency or to transfer funds abroad (including for the purchase of goods and payment of services and
royalties, principal and interest on foreign debt, and dividends). As a result, Ternium Argentina is currently required to
repatriate to Argentina all export proceeds (including U.S. dollars received through advance payment and pre-
financing facilities) and convert such proceeds into Argentine pesos within the deadlines set forth by applicable central
bank regulations. With limited exceptions, prior approval from the Argentine central bank is required to purchase
foreign currency for payment of dividends to foreign shareholders and for other payments to affiliates or third parties
abroad. Throughout 2020, the Argentine central bank has increased foreign exchange restrictions aimed at limiting the
purchase of foreign currency. There is no assurance that the Argentine central bank or other Argentine authority will
not tighten exchange controls or impose new foreign exchange restrictions in the future. The existing controls and
restrictions, and any others that may be imposed in the future, could expose Ternium to losses resulting from
fluctuations in the exchange rate, affect Ternium’s ability to finance its investments and operations in Argentina and
impair Ternium Argentina’s ability to make payments to foreign creditors, pay dividends abroad, or fund investments
or other activities offshore. Restrictions on the import of key steelmaking inputs for Ternium Argentina’s operations
could adversely affect its production and revenues and negatively impact Ternium’s results of operations. For more
information on our foreign exchange restrictions in Argentina, see note 30 “Foreign exchange restrictions in
Argentina” to our consolidated financial statements included in this annual report.
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Restrictions on the import of key steelmaking inputs for Ternium Argentina’s operations could adversely affect its
production and revenues and negatively impact Ternium’s results of operations.
Some of Ternium Argentina’s key steelmaking inputs, including iron ore and metallurgical coal, are imported into
Argentina. In the past, payments on imports of goods and services were subject to prior governmental approval.
Although most restrictions on import payments have been lifted, the reinstatement of such restrictions could delay
imports and adversely affect Ternium's business, operations and growth projects in Argentina. In addition, Ternium
Argentina’s exports could also be affected by import restrictions if third countries adopt counter-trade measures.
Restrictions on supply of energy to Ternium Argentina’s operations could curtail its production and negatively
impact Ternium’s results of operations.
In the past, Argentina has suffered from an insufficient level of investment in natural gas and electricity supply and
transport capacity, coupled with a substantial increase in demand for natural gas and electricity. This, in turn, resulted
in shortages of natural gas and electricity to residential users and, in particular, to industrial users, including Ternium
Argentina, during seasons of high demand. Ternium Argentina’s operations experienced constraints in their natural gas
supply requirements and interruptions in their electricity supply at peak hours on many occasions. If natural gas and
electricity supply and transport capacity fail to cover the demand for natural gas and electricity on a timely basis,
Ternium Argentina’s local production (or that of its main customers and suppliers) could be curtailed, and Ternium
Argentina’s sales and revenues could decline, which may adversely affect Ternium Argentina’s results of operations.
For further information, see “—Risks Relating to the Steel Industry—Price fluctuations or shortages in the supply of
raw materials, energy and other inputs could adversely affect Ternium’s profitability” above.
Certain Regulatory Risks And Litigation Risks
International trade actions or regulations and trade-related legal proceedings could adversely affect Ternium’s
sales, revenues and overall business.
International trade-related administrative proceedings, legal actions and restrictions pose a constant risk for Ternium’s
international operations and sales throughout the world. Ternium purchases steel products, including significant
quantities of steel slabs, from diverse local and foreign suppliers for its operations in Mexico, Colombia and Argentina.
The Mexican, Argentine or Colombian governments may impose or increase duties on steel products imports. For
example, on June 30, 2020, Mexican authorities were requested to initiate an administrative investigation procedure on
imports of steel slabs from Brazil and Russia during the years 2017, 2018 and 2019, on allegations of unfair trade
practices. Trade liberalization, mainly through free trade agreements, can reduce certain input costs and increase access
to many foreign markets. However, greater trade liberalization in Ternium's domestic markets increases competition in
such markets. During the last decade, steel exports surged as a consequence of a global downturn and an economic
slowdown in China, and the number of antidumping, countervailing, safeguard measures and other actions limiting
trade increased substantially. Accordingly, producers that were restricted from certain markets sought alternative
markets for their products. If steel exports were to surge again in the future, Ternium’s domestic market share could be
eroded by foreign imports, and increased exports to foreign markets where import barriers have been reduced may not
completely offset domestic market share losses resulting from increased foreign competition.
Countries may impose restrictive import duties and other restrictions on imports under various national trade and trade
related laws, such as national security, environmental and intellectual property issues. The timing and nature of the
imposition of trade-related restrictions potentially affecting Ternium’s exports are unpredictable. Trade restrictions on
Ternium’s exports could adversely affect Ternium’s ability to sell products abroad and, as a result, Ternium’s profit
margins, financial condition and overall business could suffer. One significant source of trade restrictions is unfair
competition that could result in the imposition of “antidumping” and “countervailing” duties, as well as “safeguard
measures”. These duties can severely limit or altogether prevent exports to relevant markets. In several of Ternium’s
export destinations, such as the United States or Europe, safeguard duties and other protective measures have been
imposed against a large number of steel imports such as a 25% tariff on certain steel imports imposed by the United
States in 2018. For further information, see Item 4. “Information on the Company-B. Business Overview Regulations-
Trade Regulations”.
In addition, certain domestic producers have filed antidumping and/or countervailing duty actions against certain steel
imports, including slabs. Some of these actions have led or may lead to restrictions on Ternium’s sales of some types
of steel products to certain steel markets and higher costs. Antidumping and/or countervailing duty actions and other
government actions are largely unpredictable and additional duties or restrictions could be imposed in the future,
limiting Ternium’s sales to and potential growth in those markets, and increasing costs.
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The cost of complying with environmental regulations and potential environmental and product liabilities may
increase Ternium's operating costs and negatively impact Ternium's business, financial condition, results of
operations and prospects.
Ternium's steelmaking and mining activities are subject to a wide range of local, provincial and national laws,
regulations, permit requirements and decrees relating to the protection of human health and the environment, including
laws and regulations relating to hazardous materials and radioactive materials and environmental protection governing
air emissions, water discharges and waste management due to the risks inherent in the industries in which Ternium
operates. Laws and regulations protecting the environment have become increasingly complex and more stringent in
recent years, leading to higher costs of compliance.
Furthermore, environmental laws and regulations may, in some cases, impose strict liability for damages to natural
resources or threats to public health and safety without regard to negligence or fault. Some environmental laws provide
for joint and several strict liability for remediation of spills and releases of hazardous substances. Such laws and
regulations may expose Ternium to liability for the conduct of, or conditions caused by, third parties or for actions that
complied with applicable laws at the time they were performed.
While Ternium incurs and will continue to incur expenditures to comply with applicable laws and regulations, there
always remains a risk that environmental incidents or accidents may occur that may negatively affect Ternium's
reputation or operations. Some of the activities for which Ternium supplies products, such as production of food cans,
construction and the automotive industry, are subject to inherent risks that could result in death, personal injury,
property damage or environmental pollution, and result in product liability risks that could extend to liability for
damages caused by such products. Furthermore, Ternium’s products are also sold to, and used in, certain safety-critical
appliances. Actual or claimed defects in Ternium's products may give rise to claims for losses suffered by customers
and expose Ternium to claims for damages. Liability insurance may not be adequate or available to protect Ternium in
the event of a claim, coverage may be limited, canceled or otherwise terminated, or the coverage amount may be lower
than the related impact on enterprise value after a loss.
Climate change legislation and increasing climate regulatory requirements could result in unexpected capital
expenditures and costs, negatively affect the Company's reputation and competitiveness, reducing its market share
and results of operations, and hampering its ability to access adequate financial resources.
The Paris Agreement, adopted at the 2015 United Nations Climate Conference, sets out the global framework to limit
the rising temperature of the planet and to strengthen the countries’ ability to deal with the effects of climate change. If
there is no meaningful progress in lowering emissions in the years ahead, there is an increased likelihood of abrupt
policy interventions as governments attempt to meet the goals of the Paris Agreement adopting policy, legal,
technology and market changes in the transition to a low-carbon global economy. Although existing carbon pricing
mechanisms in Mexico, Argentina and Colombia do not materially limit or penalize Ternium’s greenhouse gas
emissions, new carbon pricing mechanisms could be established. In addition, the Brazilian Congress is discussing
initiatives to impose carbon emission taxes on industry processes and power generation facilities, which could apply to
Ternium's steel production in Brazil. Adoption of new climate change legislation in the countries in which Ternium
operates could result in incremental compliance costs and unexpected capital expenditures, and, eventually, affect our
competitiveness and reduce our market share and results of operations. In addition, failure to respond to stakeholders’
demand for climate-related measures and environmental standards could harm our reputation, erode stakeholders'
support and restrict access to financial resources.
Risks Relating To the Company's ADSs
The market price for the Company's ADSs could be highly volatile.
Volatility in the price of the Company's ADSs may be caused by factors within or outside of the Company's control
and may be unrelated or disproportionate to the Company's operating results. In particular, announcements of
potentially adverse developments, such as proposed regulatory changes, new government investigations or the
commencement or threat of litigation against Ternium, as well as announcements of transactions, investments, or
changes in strategies or business plans of Ternium or its competitors, could adversely affect the trading price of the
Company's ADSs, regardless of the likely outcome of those developments. Broad market and industry factors could
adversely affect the market price of the Company's ADSs, regardless of their actual effect in operating performance.
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As an example of this volatility, from a high closing price of $32.24 on January 15, 2014, the price of the Company's
ADSs fell to a low closing price of $10.56 on January 15, 2016. In the 2016-2017 period, the price of the Company's
ADSs recovered and reached a high closing price of $42.19 on April 26, 2018, but then fell to a low closing price of
$9.84 on March 18, 2020, as the COVID-19 outbreak sent stock market prices sharply down, including the Company's
ADSs. Since then, the Company's ADSs recovered to a closing price of $30.71 on February 26, 2021. The trading price
of the Company's ADSs could also suffer as a result of developments in emerging markets. Although the Company is
organized as a Luxembourg corporation, almost all of its assets and operations are located in Latin America. Financial
and securities markets for companies with a substantial portion of their assets and operations in Latin America are, to
varying degrees, influenced by political, economic and market conditions in emerging market countries. Although
market conditions are different in each country, investor reaction to developments in one country can have significant
effects on the securities of issuers with assets or operations in other emerging markets, including Mexico, Brazil,
Argentina and Colombia. See “Risks Relating to the Countries in Which Ternium Operates.”
Holders of shares or ADSs may not have access to as much information about the Company as they would in the
case of a U.S. domestic issuer.
There may be less publicly available information about the Company than is regularly published by or about U.S.
domestic issuers. Also, corporate and securities regulations governing Luxembourg companies may not be as extensive
as those in effect in other jurisdictions, and U.S. securities regulations applicable to foreign private issuers, such as the
Company, differ in certain respects from those applicable to U.S. domestic issuers. Furthermore, IFRS, the accounting
standards in accordance with which the Company prepares its consolidated financial statements, differ in certain
material aspects from the accounting standards used in the United States.
Holders of ADSs may not be able to exercise, or may encounter difficulties in the exercise of, certain rights afforded
to shareholders.
Certain shareholders’ rights under Luxembourg law, including the right to participate and vote at general meetings of
shareholders, to include items on the agenda for the general meetings of shareholders, to receive dividends and
distributions, to bring actions, to examine books and records and to exercise appraisal rights may not be available to
holders of ADSs, or may be subject to restrictions and special procedures for their exercise, as holders of ADSs only
have those rights that are expressly granted to them in the deposit agreement. The Bank of New York Mellon, or BNY
Mellon, as depositary under the ADS deposit agreement, through its custodian agent, is the registered shareholder of
the deposited shares underlying the ADSs and therefore only the Depositary can exercise the shareholders’ rights in
connection with the deposited shares. For example, if the Company makes a distribution in the form of securities, the
depositary is allowed, at its discretion, to sell the right to acquire those securities on your behalf and to instead
distribute the net proceeds to you. Also, under certain circumstances, such as the Company's failure to provide the
Depositary with voting materials on a timely basis, you may not be able to vote by giving instructions to the
Depositary. If the depositary does not receive voting instructions from the holder of ADSs or the instructions are not in
proper form, then the depositary shall deem such holder of ADSs to have instructed the depositary to vote the
underlying shares represented by ADSs in favour of any proposals or recommendations of the Company (including any
recommendation by the Company to vote such underlying shares on any given issue in accordance with the majority
shareholder vote on that issue) for which purposes the depositary shall issue a proxy to a person appointed by the
Company to vote such underlying shares represented by ADSs in favor of any proposals or recommendations of the
Company. Under the ADS deposit agreement, no instruction shall be deemed given and no proxy shall be given with
respect to any matter as to which the Company informs the depositary that (x) it does not wish such proxy given, (y)
substantial opposition exists, or (z) the matter materially and adversely affects the rights of the holders of ADSs.
Holders of the Company's shares and ADSs in the United States may not be able to exercise preemptive rights in
certain cases.
Pursuant to the Luxembourg Company Law, existing shareholders of the Company are generally entitled to
preferential subscription rights (preemptive rights) in the event of capital increases and issues of shares against cash
contributions. Under the Company’s articles of association, the board of directors has been authorized for a five-year
period (ending in June 2025) to waive, limit or suppress such preemptive subscription rights. Notwithstanding the
waiver of any preemptive subscription rights, for as long as the shares of the Company are listed on a regulated market,
any issuance of shares for cash within the limits of the authorized share capital shall be subject to the pre-emptive
subscription rights of existing shareholders, except (i) any issuance of shares for, within, in conjunction with or related
to, an initial public offering of the shares of the Company on one or more regulated markets (in one or more instances);
(ii) any issuance of shares against a contribution other than in cash; (iii) any issuance of shares upon conversion of
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convertible bonds or other instruments convertible into shares of the Company; provided, however, that the preemptive
subscription rights of the then-existing shareholders shall apply in connection with any issuance of convertible bonds
or other instruments convertible into shares of the Company for cash; and (iv) any issuance of shares (including by
way of free shares or at discount), up to an amount of 1.5% of the issued share capital of the Company, to directors,
officers, agents, employees of the Company, its direct or indirect subsidiaries or its affiliates (collectively the
"Beneficiaries"), including without limitation, the direct issuance of shares or upon the exercise of options, rights
convertible into shares or similar instruments convertible or exchangeable into shares, issued for the purpose of
compensation or incentive of the Beneficiaries or in relation thereto (which the board of directors shall be authorized to
issue upon such terms and conditions as it deems fit). For further details, see Item 10. “Additional Information—B.
Memorandum and Articles of Association”.
Holders of ADSs in the United States may, in any event, not be able to exercise any preemptive rights, if granted, for
shares underlying their ADSs unless additional shares and ADSs are registered under the U.S. Securities Act of 1933,
as amended, or the Securities Act, with respect to those rights or an exemption from registration requirements of the
Securities Act is available. The Company intends to evaluate, at the time of any rights offering, the costs and potential
liabilities associated with the exercise by holders of shares and ADSs of the preemptive rights for shares, and any other
factors it considers appropriate at the time, and then to make a decision as to whether to register additional shares. The
Company may decide not to register any additional shares, requiring a sale by the Depositary of the holders’ rights and
a distribution of the proceeds thereof. Should the Depositary not be permitted or otherwise be unable to sell preemptive
rights, the rights may be allowed to lapse with no consideration to be received by the holders of the ADSs.
It may be difficult to obtain or enforce judgments against the Company outside Luxembourg.
The Company is a public limited liability company (société anonyme) organized under the laws of Luxembourg, and
most of its assets are located in other jurisdictions. Furthermore, most of the Company’s directors and officers reside in
other jurisdictions. As a result, investors may not be able to effect service of process upon the Company or its directors
or officers. Investors may also not be able to enforce against the Company or its directors or officers in the investors’
domestic courts, judgments predicated upon the civil liability provisions of the domestic laws of the investors’ home
countries. Likewise, it may be difficult for investors not domiciled in Luxembourg to bring an original action in a
Luxembourg court predicated upon the civil liability provisions of other securities laws, including U.S. federal
securities laws, against the Company, its directors or its officers. There is also uncertainty with regard to the
enforceability of original actions of civil liabilities predicated upon the civil liability provisions of securities laws,
including U.S. federal securities laws, outside the jurisdiction where such judgments have been rendered; and
enforceability will be subject to compliance with procedural requirements under applicable local law, including the
condition that the judgment does not violate the public policy of the applicable jurisdiction.
Item 4. Information on the Company
Overview
Ternium is Latin America’s leading flat steel producer with an annual crude steel production capacity of 12.4 million
tons. It operates in Mexico, Brazil, Argentina, Colombia, the southern United States and Central America through
regional manufacturing facilities, service centers and its own distribution network. In addition, Ternium participates in
the control group of Usiminas, a leading flat steel company in the Brazilian market. Our customers range from small
businesses to large global companies in the automotive, home appliances, heat, ventilation and air conditioning
(HVAC), construction, capital goods, container, food and energy industries across the Americas. Ternium’s industrial
system has various production technologies that provide a diversified cost structure, based on different types of raw
material and energy sources, and a flexible production configuration. The industrial system includes proprietary iron
ore mines and processing facilities, steelmaking facilities, finishing facilities, service centers and a broad distribution
network to offer slabs, billets, hot-rolled products, cold-rolled products, galvanized and electro-galvanized sheets, pre-
painted sheets, tinplate, welded pipes, rebars and wire rods as well as slit and cut-to-length products.
Ternium's innovative culture, industrial expertise and long-term view enable us to continuously achieve new
breakthroughs in industrial excellence, competitiveness and customer service. Ternium is the leading supplier of flat
steel products in Mexico and Argentina, has a significant position as supplier of steel products in Colombia and in
other Latin American countries, and is a competitive player in the international steel market for steel products.
Through its network of commercial offices in several countries in Latin America, the United States and Europe,
Ternium maintains an international presence that allows it to reach customers outside its local markets, achieves
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improved effectiveness in the supply of products and in the procurement of semi-finished steel, and maintains a fluent
commercial relationship with its customers by providing continuous services and assistance.
Ternium's value proposition aims to achieve profitable operations on a sustainable basis, through a management
approach that comprehends the interests of shareholders, employees, customers and suppliers, as well as of the
community. We devote significant resources to environment and occupational health and safety matters (EHS), as we
believe these are key to our long-term sustainability. We regularly invest in state-of-the-art technologies to reduce our
environmental footprint and minimize safety risks. We believe we have developed strong ties to the communities near
our operations. We work together with local institutions to enhance the communities' education and welfare. We
support small and medium-sized customers and suppliers through our ProPymes program to strengthen the steel value
chain in our markets. ProPymes has helped create an industrial network that encourages the professionalization and
quest for excellence of SMEs. We believe integrity is also key to Ternium's long term sustainability. Our employees
are trained and accountable for ensuring transparency. The Company has established various policies, codes and
procedures for this purpose.
A.
History and Development of the Company
The Company
Our legal and commercial name is Ternium S.A. The Company was organized as a public limited liability company
(société anonyme) under the laws of the Grand-Duchy of Luxembourg on December 22, 2003. Our Luxembourg office
is located at 26 Boulevard Royal – 4th floor, L-2449 Luxembourg, telephone number +352 2668 3152. Our agent for
U.S. federal securities law purposes is Ternium U.S.A. Incorporated, located at 2200 West Loop South, Suite 945,
Houston, TX 77027, United States.
Ternium
Ternium’s origins began in September 1961 with the founding of Propulsora Siderúrgica ("Propulsora"), by San
Faustin’s predecessor in Argentina. Propulsora began its operations as a producer of cold-rolled coils in December
1969 and in the early 1990s began to evolve through a series of strategic investments aimed at transforming Propulsora
into an integrated steel producer. In 1993, Propulsora merged with Aceros Paraná S.A. (a company formed by the
Argentine government in connection with the privatization of Sociedad Mixta Siderúrgica Argentina ("Somisa"), at
that time the main integrated producer of flat steel in Argentina) and three other affiliated steel industry companies.
After the merger, Propulsora changed its name to Siderar, and later to Ternium Argentina. San Faustin held a
controlling interest in Siderar, with the remainder being held mainly by Usiminas, certain former employees of
Somisa, and public investors.
In December 1997, a consortium formed by San Faustin, Ternium Argentina, Usiminas, Hylsamex, and Siderurgica
Venezolana S.A. ("Sivensa"), won the bid in the privatization of a controlling interest in Sidor C.A. ("Sidor"), the
largest steel company in Venezuela.
As part of a multiple-step corporate reorganization in 2005, San Faustin reorganized its investments in steel
manufacturing, processing and distribution businesses by contributing to the Company San Faustin’s controlling
interests in Ternium Argentina and other subsidiaries, in exchange for shares of the Company. In addition, Usiminas
and Sivensa exchanged their interests in Ternium Argentina, Sidor and other subsidiaries for shares of the Company.
In 2005, we acquired, together with Ternium Argentina, an indirect 99.3% interest in the Mexican company Hylsamex
and its subsidiaries.
On January 11, 2006, the Company launched an initial public offering of 24,844,720 ADSs, each representing 10
shares of the Company, in the United States, and subsequently granted the underwriters of the Company’s initial
public offering an option to purchase up to 3,726,708 additional ADSs to cover over-allotments in the sale of the
ADSs.
On December 28, 2006, we acquired an additional 4.85% interest in Ternium Argentina from CVRD Internacional
S.A, thereby increasing our ownership interest in Ternium Argentina to 60.93%.
On April 29, 2007, the Company entered into an agreement with Grupo Imsa and Grupo Imsa’s controlling
shareholders regarding Ternium’s control of Grupo Imsa. Under the agreement, the Company, through a wholly-
owned subsidiary, made a cash tender offer under applicable Mexican law for all of the issued and outstanding share
capital of Grupo Imsa, which resulted in the acquisition of 25,133,856 shares, representing 9.3% of the issued and
outstanding share capital of Grupo Imsa. Concurrently with the consummation of the tender offer, on July 26, 2007, all
27
the shares of Grupo Imsa that were not tendered into the tender offer (including the shares owned by Grupo Imsa’s
majority shareholders), representing 90.7% of Grupo Imsa’s issued and outstanding share capital, were redeemed for
cash pursuant to a capital reduction effected at the same price per share. Following this capital reduction, we became
the sole shareholder of Grupo Imsa.
In 2007, Grupo Imsa was renamed Ternium Mexico and, effective March 31, 2008, Hylsamex merged with and into
Ternium Mexico. In connection with this merger, Ternium Argentina acquired, and currently holds, a 28.7%
participation in Ternium Mexico.
On April 29, 2008, the National Assembly of Venezuela passed a resolution declaring that the shares of Sidor, together
with all of its assets, were of public and social interest, and authorizing the Venezuelan government to take any action
it deemed appropriate in connection with any such assets, including expropriation. On May 11, 2008, the President of
Venezuela issued Decree Law 6058 ordering that Sidor and its subsidiaries and associated companies were
transformed into state-owned enterprises (“empresas del Estado”), with Venezuela owning not less than 60% of their
share capital. On May 7, 2009, Ternium completed the transfer of its entire 59.7% interest in Sidor to Corporación
Venezolana de Guayana, a Venezuelan state-owned entity.
On August 25, 2010, Ternium completed the acquisition of a 54% ownership interest in Ferrasa and, indirectly, in its
wholly-owned Colombian subsidiaries, Siderúrgica de Caldas S.A.S. and Perfilamos del Cauca S.A.S. On April 7,
2015, Ternium acquired the remaining 46% minority interest in Ferrasa. Through this investment, Ternium expanded
its business and commercial presence in Colombia. In 2017, Ferrasa was renamed Ternium Colombia.
In November 2010, Ternium and NSC established Tenigal, with each company holding 51% and 49% participations,
respectively. Tenigal completed the construction of a hot dip galvanizing plant in the vicinity of Monterrey City,
Mexico, which commenced production in the third quarter of 2013. Tenigal was designed to produce high grade and
high quality galvanized and galvannealed automotive steel sheets, including outer panel and high strength qualities.
On January 16, 2012, the Company’s subsidiaries Ternium Investments and Ternium Argentina (together with its
wholly-owned subsidiary Prosid Investments S.A., or "Prosid", and the Company’s affiliate, Confab Industrial S.A., a
subsidiary of Tenaris, or TenarisConfab), joined the existing control group of Usiminas, a leading steel company in the
Brazilian flat steel market, through the acquisition of 84.7, 30.0, and 25.0 million ordinary shares, respectively, and
formed the so-called Ternium/Tenaris (T/T) Group.
On October 30, 2014, Ternium Investments acquired 51.4 million additional ordinary shares of Usiminas. On April 20,
2016, Ternium Investments subscribed to 7.0 million preferred shares of Usiminas and Ternium Argentina, together
with Prosid, subscribed to an aggregate 1.5 million preferred shares of Usiminas. On July 19, 2016, Usiminas’
extraordinary general shareholders’ meeting homologated a capital increase, and Ternium Investments acquired 62.6
million additional ordinary shares, and Ternium Argentina and Prosid acquired an aggregate 13.8 million additional
ordinary shares. As a result of these transactions, Ternium, through its subsidiaries Ternium Investments, Ternium
Argentina and Prosid, currently owns 242.6 million ordinary shares of Usiminas (representing 34.5% of Usiminas’
ordinary shares) and 8.5 million of Usiminas’ preferred shares (representing 1.6% of Usiminas’ preferred shares),
representing, in the aggregate, 20.4% of Usiminas’ share capital. Ternium Investments, Ternium Argentina, Prosid and
TenarisConfab are parties to an Usiminas shareholders’ agreement, effective as of April 10, 2018, with NSC,
Mitsubishi Corporation do Brasil S.A. and Metal One Corporation (comprising the so-called "NSC Group") and
Previdência Usiminas, governing their rights and obligations as shareholders of Usiminas. For further information on
our investment in Usiminas, see “—C. Organizational Structure—Other Investments—Usiminas.”
On September 7, 2017, the Company acquired a 100% ownership interest in thyssenkrupp Slab International B.V or
tkSI, and its wholly-owned subsidiary CSA from thyssenkrupp AG, or tkAG. Through this investment, Ternium
significantly expanded its steel slabs production capacity. As part of this process CSA was renamed Ternium Brasil
Ltda. and tkSI was absorbed by the Company's fully-owned subsidiary Ternium Internacional España S.L.
For information on Ternium’s capital expenditures, see “—B. Business Overview—Capital Expenditure Program.”
B.
Business Overview
Our Business Strategy
Our main strategic objective is to enhance shareholder value by strengthening Ternium’s position as a competitive
producer of steel products, in a manner consistent with minority shareholders’ rights, while further consolidating
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Ternium’s position as a leading steel producer in Latin America and a strong competitor in the Americas. The main
elements of this strategy are:
• Focus on higher margin value-added products. We intend to continue to shift Ternium’s sales mix toward higher
margin value-added products, such as cold-rolled sheets and coated and tailor-made products, and services, such as
just-in-time delivery and inventory management. For example, Ternium is making progress on the construction of a
new hot rolling mill at its facility in Pesquería, Mexico. For further information on Ternium’s capital expenditures,
see “—Capital Expenditure Program.”
• Pursue strategic growth opportunities. We have a history of strategically growing our businesses through
acquisitions and joint ventures. In addition to pursuing organic growth, we intend to continue to identify and
actively pursue growth-enhancing strategic opportunities to consolidate Ternium’s presence in its main markets and
expand it to the rest of the Americas, increase its upstream integration, expand its offerings of value-added
products, increase its steel production, and increase its distribution capabilities. For example, on September 7,
2017, Ternium acquired a 100% ownership interest in tkSI and its wholly-owned subsidiary CSA from tkAG. CSA
(currently Ternium Brasil) is a steel slab producer with a steelmaking facility located in the state of Rio de Janeiro,
Brazil, and has an annual production capacity of 5 million tons of high-end steel slabs, a deep-water harbor and a
490 MW combined cycle power plant. The above-mentioned investment in a new state-of-the-art hot rolling mill in
Pesquería, Mexico, which was announced after the addition of the Rio de Janeiro facility to Ternium’s industrial
system, constitutes a logical next step: the Rio de Janeiro facility together with the new hot-rolling mill in
Pesquería would enable Ternium to expand its product range in Mexico with a broader dimensional offering and
the most advanced steel grades, and reduce lead times in the value chain targeting the demanding and innovative
automotive industry, as well as the home appliance, HVAC, machinery, energy and construction sectors. In
addition, during 2019, the Company commenced operation of its new hot-dip galvanizing and painting lines in
Pesquería, adding 350,000 and 120,000 tons of annual production capacity to Ternium's industrial system,
respectively, and incorporating the most advanced painting technology to the Mexican steel industry. These
facilities provide high-end value-added products for the HVAC and automotive industries. Furthermore, during
2020, Ternium started-up a new reinforcing bar facility in Colombia to integrate its operations and expand its
market share in the country's construction sector. For further information on the acquisition of CSA, see “—A.
History and Development of the Company—Ternium.” For further information on Ternium’s capital expenditures,
see “—Capital Expenditure Program.” For a description of some of the risks associated with Ternium’s growth
strategy, see Item 3. “Key Information—D. Risk Factors—Risks Relating to Ternium's Business—Future
acquisitions or other significant investments could have an adverse impact on Ternium’s operations or profits, and
Ternium may not realize the benefits it expects from these business decisions.”
•
Implement Ternium’s best practices. We believe that the implementation of Ternium’s managerial, commercial
and production best practices in acquired and new facilities and businesses should generate benefits and savings.
• Maximize the benefits arising from Ternium’s broad distribution network. We intend to maximize the benefits
arising from Ternium’s broad network of distribution, sales and marketing services to reach customers in major
steel markets with a comprehensive range of value-added products and services and to continue to expand its
customer base and improve its product mix.
• Enhance Ternium’s position as a competitive steel producer. We are focused on improving utilization levels of
our plants, increasing efficiency and further reducing production costs through, among other measures, capital
investments and further integration of our facilities. In addition, we aim at obtaining better purchase conditions and
prices by combining the demand of products and services by both Ternium and Tenaris. We pursue this goal
through Exiros, a purchase and sale agency which we own 50% / 50% with Tenaris. Exiros has offices in various
countries and is in charge of the procurement of a majority of our purchases of raw materials and other products or
services. For further information, see Item 7. “Major Shareholders and Related Party Transactions—B. Related
Party Transactions—Purchase Agency Services and Sales of Materials”.
Our Sustainable Approach
Delivering on Ternium’s business strategy is one of the Company’s focus areas to achieve its goals. Ternium’s six
value drivers are:
- Delivering on the Company’s business strategy;
- Improving our safety performance;
- Minimizing the Company’s environmental footprint;
- Realizing our people’s full potential;
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- Strengthening the Company’s value chain; and
- Helping communities thrive.
Improving our safety performance and minimizing the Company’s environmental footprint. We devote significant
resources to environment and occupational health and safety matters (EHS), as we believe they are key to our long-
term sustainability. We have standardized EHS management systems. Our employees are well trained in EHS and our
management is accountable for EHS performance. Ternium's occupational health and safety system is certified under
OHSAS 18001, and its environment and energy system is certified under ISO 14001 and ISO 50001. We regularly
invest in state-of-the art technologies to reduce our environmental footprint and minimize safety risks.
We rank occupational health and safety performance as a top priority, with the conviction that all injuries and work-
related illnesses should be prevented. Our goals are to prevent all work-related injuries and illnesses and achieve zero
accidents, identify and eliminate operational hazards, operate in compliance with established protocols, raise people’s
awareness of non-compliance risks, identify and rectify unsafe acts or situations, promote healthy and safe operations
in the steel industry value chain and evaluate supplier’s occupational health and safety policies and performance.
The protection of the environment is one of our fundamental values. We seek to achieve the highest standards of
environmental and energy performance in order to minimize the environmental footprint of our operations. Our goals
are to use natural resources responsibly, minimize consumption of raw materials and minimize waste generation,
pursue excellence in environmental performance, preserve water and air quality and maximize the energy efficiency of
Ternium’s infrastructure, and protect biodiversity. We continuously incorporate state-of-the-art technologies to reduce
our environmental footprint.
As a member of worldsteel, we are signatories of worldsteel's sustainability policy and join its efforts, through our
participation in several programs, to reduce carbon dioxide emissions. Based on the worldsteel’s Step Up Program
findings, which we joined in 2019, we seek to identify opportunities to improve the efficiency of our operations,
mainly related to raw materials usage, energy input, materials yields and maintenance models.
We have adopted a new decarbonization strategy with a medium-term target to reduce Ternium’s carbon dioxide
emissions intensity rate by 20% in 2030, compared to its 2018 base rate of 1.7 tons of carbon dioxide per ton of steel.
The Company’s strategy to achieve this 2030 reduction target is based upon a multi-faceted approach, including the
intensified use of renewable energy at our facilities, increasing the participation of scrap in the metallic mix, increasing
carbon capture capacity at our DRI facilities in Mexico, partially replacing coking coal with charcoal at our operations
in Brazil and Argentina, developing energy efficiency strategies and prioritizing lower specific-emission steelmaking
technologies.
We intend to continue analyzing and developing measures to decarbonize our operations over the longer-term, based
upon current and emerging steel-making technologies, prospects for the availability of raw materials and other inputs,
renewable energy and required infrastructure, and appropriate government regulations to promote fair trade, among
other guiding factors. The Company’s board of directors has nominated its Vice-Chairman, Mr. Daniel Agustín
Novegil, to oversee, on a quarterly basis, Ternium’s climate change strategy.
The Company has launched a new environmental investment plan to be developed in seven years in an amount of
approximately $460 million. Investment projects will focus mainly on improvements in emissions control, raw
material management and water quality control at the primary areas of our operations in Mexico, Brazil and Argentina.
For further information on the environment, see Item 4. “Information on the Company —B. Business Overview —
Regulations - Environmental Regulation”.
For a description of some of the risks associated with the environment, health and safety, see Item 3. “Key Information
—D. Risk Factors—Extreme weather conditions may adversely impact Ternium’s business - Climate change
legislation and increasing climate regulatory requirements could result in unexpected capital expenditures and costs,
negatively affect the company's reputation and competitiveness, reducing its market share and results of operations,
and hampering its ability to access adequate financial resources - Operational accidents and unexpected natural
catastrophes may damage the environment, destroy properties and affect production or cause injuries and death, which
would adversely impact Ternium's operations and profitability, and result in material liabilities – and - The cost of
complying with environmental regulations and potential environmental and product liabilities may increase Ternium's
operating costs and negatively impact Ternium's business, financial condition, results of operations and prospects.”
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Realizing our people’s full potential. Ternium has a human resources policy guiding our efforts in managing talent
and attracting and retaining motivated employees. Ternium is an equal opportunity employer that embraces diversity in
its different forms, including age, gender, nationality, race, ethnicity and creed. We believe that the coexistence of
diverse perspectives helps our teams achieve rational solutions to challenges and more effectively and creatively
accomplish their goals.
Strengthening the Company’s value chain. We support approximately 1,800 small and medium-sized enterprises
(SMEs), customers and suppliers through our ProPymes program to strengthen the steel value chain in our markets.
ProPymes provides training, industrial and business consultancy, institutional assistance, commercial support and
financial aid. The program plays an active role at universities, business schools, government agencies and industrial
associations. ProPymes has helped create an industrial network that encourages the professionalization and quest for
excellence of SMEs. ProPymes program institutionalizes the cooperation between Ternium and the Company’s SME
customers and suppliers. We work with SMEs to help them reach their potential, enhancing their professional,
management and financial capabilities, and helping them participate competitively in both domestic and foreign
markets.
Helping communities thrive. We believe that developing strong ties to our communities is also fundamental to
Ternium’s long-term sustainability. We are committed to making a difference and strengthening a sense of pride in
belonging to the communities where we operate. Our goals are to foster education and to support initiatives that
strengthen our communities, such as the funding of health care infrastructure and humanitarian initiatives and
promotion of cultural activities. We believe we are having a significant positive impact on Ternium's communities,
both from a human perspective as well as in terms of economic development. In recent years, we have concentrated
our community action on four main areas: education, culture, volunteer work and health. We work together with local
institutions to enhance the communities' education and welfare. We provide scholarships, internships, teachers' training
and infrastructure funding. We also organize and fund volunteering programs and health prevention campaigns, and
sponsor sports, social and arts events.
For a description of some of the risks associated with communities where Ternium operates, see Item 3. “Key
Information—D. Risk Factors— Difficulties in relationships with local communities may adversely affect Ternium's
mining activities and results of operations.”
Integrity. In addition to our comprehensive approach to value creation with its six value drivers, we believe integrity is
key to Ternium’s long-term sustainability and continuously work on building a corporate culture of transparency. The
Company’s board of directors has an audit committee solely composed of independent directors and an internal audit
department, which reports to the Chairman of the board of directors and, with respect to internal control over financial
reporting, to the audit committee and meets organizational independence and objectivity standards. Ternium has a
Business Conduct Compliance Officer reporting to the CEO and a compliance department that oversees, among other
things, certifications required under applicable SEC regulation and related party transactions. Our employees are
trained and accountable for ensuring transparency. The Company has established various policies, codes and
procedures for this purpose. We encourage active participation of all areas, emphasizing the importance of asking for
guidance in case of red flags or ambiguous situations. In addition, the company has put in place confidential channels
to report alleged breaches of the Code of Conduct and its principles. Ternium implements the necessary actions to
avoid retaliation against those who use these channels in good faith.
Our Products
The Ternium companies produce mainly finished and semi-finished steel products and iron ore, which are sold either
directly to steel manufacturers and steel processors or to end-users after different value-adding processes. We also
produce electricity and sell unused balances to the Mexican and Brazilian electric grids.
In the steel segment, steel products include slabs, billets and round bars (steel in its basic, semi-finished state), hot-
rolled coils and sheets, bars and stirrups, wire rods, cold-rolled coils and sheets, tin plate, hot dipped galvanized and
electrogalvanized sheets and pre-painted sheets, steel pipes and tubular products, beams and roll formed products.
Galvanized and pre-painted sheets can be further processed into a variety of corrugated sheets, trapezoidal sheets and
other tailor-made products to serve Ternium’s customer requirements. Other products in the steel segment include
electricity and pig iron.
In the mining segment, iron ore is sold as concentrates (fines) and pellets.
Steel products
31
Slabs, billets and round bars: These products are semi-finished steel forms with dimensions suitable for its processing
into specific product types. Slabs are processed into hot-rolled flat products. The use of slabs is determined by their
dimensions and by their chemical and metallurgical characteristics. Billets are processed into long steel products, such
as wire rods, bars and other shapes. Round bars are processed into seamless tubes.
Hot-rolled products: Hot-rolled flat products are used by a variety of industrial consumers in applications such as the
manufacturing of wheels, auto parts, pipes, gas cylinders and containers. They are also directly used for the
construction of buildings, bridges and railroad cars, and for the chassis of trucks and automobiles. Hot-rolled flat
products can be supplied as coils, strips or as sheets cut to a specific length. These products also serve as inputs for the
production of cold-rolled products. Merchant bars include specific shape features, such as rounds, flats, angles, squares
and channels, which are used by customers to manufacture a wide variety of products such as furniture, stair railings
and farm equipment. Reinforcing bars (rebars) and stirrups, obtained from the mechanical transformation of rebars, are
used to strengthen concrete highways, bridges and buildings. Rods are commonly drawn into wire products or used to
make bolts and nails. Wire rod can be produced in different qualities according to customers’ demands.
Cold-rolled products: Cold-rolled products are applied mainly to the automotive, home appliance and capital goods
industries, as well as to galvanizers, drummers, distributors and service centers. Cold-rolled coils are sold as coils or
cut into sheets or blanks to meet customers’ needs. These products also serve as inputs for the production of coated
products.
Coated products: Galvanized sheets are produced by adding a layer of zinc to cold-rolled coils, which are afterwards
cut into sheets. Galvanized sheets are used in the automotive, construction and home appliances industries. Galvanized
coils can also be further processed with a color coating to produce pre-painted sheets, resulting in a product that is
mainly sold for building coverings, manufacturing of ceiling systems, panels, air conditioning ducts, refrigerators, air
conditioners, washing machines and several other uses. Ternium also offers a distinctive type of galvanized product
with coating composition that contains approximately 55% aluminum and 44% zinc to improve product performance
for the construction industry, including rural, industrial and marine sites. Tinplate, given its resistance to corrosion and
its mechanical and chemical characteristics, is mainly sold to the packaging industry for food canning, sprays and paint
containers. Tinplate is produced by coating cold-rolled coils with a layer of tin.
Roll-formed and tubular products: These products include tubes for general use, structural tubes, tubes for
mechanical applications, conduction tubes, conduction electrical tubes, oil tubes and pre-engineered metal building
systems. Tubular products, uncoated or galvanized, have applications in several sectors including home accessories,
furniture, scaffolding, automotive, bicycles, hospital equipment, posts for wire mesh garden and poultry tools,
handrails, guard-rails, agricultural machinery, industrial equipment, conduction of water, air, gas, oil, high-pressure
liquids and special fluids and internal building electrical installations. Beams, including C and Z section steel profiles
(purlings) and tubular section beams, are obtained by roll-forming of steel strips and have applications in window
frames, stilts, mainstays, crossbeams, building structures, supports, guides and crossbars for installing windows, doors,
frames and boards. Other products include insulated panels, roofing and cladding, roof tiles and steel decks. Obtained
from the mechanical transformation of flat steel, uncoated, galvanized or pre-painted, these products are used mainly
in the construction industry in warehouses, commercial and industrial refrigeration installations, grain storage, poultry
and porcine confinement facilities, roofing and side walls for buildings, and terraces and mezzanine floorings. Pre-
engineered metal building systems are steel construction systems designed for use in low-rise non-residential
buildings, and are constructed from the mechanical transformation of flat steel such as frames, secondary steel
members, roofs and walls panels, as well as finishing and accessories.
Other products: Other products include mainly electricity and pig iron. Pig iron is a semi-finished product obtained in
the blast furnace that is mostly used as metallic charge in the steel shop for the production of crude steel, and also
marketed to other steel producers and to manufacturers of iron-based cast products.
Within each of the basic product categories, there is a range of different “items” of varying qualities and prices that are
produced either to meet the particular requirements of end users or sold as commodity items.
Iron ore products
Concentrates (fines) and pellets: These products are raw materials used for the production of steel. Iron ore
concentrates are iron ore fines with high iron content. Iron ore pellets are produced from iron ore concentrates.
Ternium ships most of the pellets to its own steel manufacturing operations and it also markets the surplus portion of
its iron ore pellets and concentrates, if any, to other steel manufacturers.
Production Facilities and Processes
32
Ternium has steel production facilities, service centers, distribution centers, or DCs, and mining operations in Mexico,
steel production facilities and service centers in the Southern Region, and steel production facilities, service centers
and DCs in other markets, specifically Brazil, Colombia, the United States and Central America.
Ternium’s aggregate production capacity of crude steel as of December 31, 2020, calculated based on management
estimates of standard productivity, product mix allocations, the maximum number of possible working shifts and a
continued flow of supplies to the production process, was approximately 12.4 million tons. Ternium’s aggregate
production capacity of finished steel products, calculated based on the same criteria as for crude steel production, was
approximately 11.7 million tons. Ternium’s aggregate production capacity of iron ore pellets as of December 31, 2020,
was 4.0 million tons. Such iron ore products are mainly sold intercompany for the production of steel products by our
steel segment.
Steel production facilities, service centers and distribution centers
The assets described in this section are owned by Ternium’s operating subsidiaries. The following table provides an
overview, by type of asset, of Ternium’s production capacity as of December 31, 2020:
Production asset
Quantity
Coke Plant
Sinter Plant
Direct Reduced Iron Plant
Blast Furnace
Electric Arc Furnace
Basic Oxygen Furnace
Vacuum Degassing
AHF Plant
Thin Slab Continuous Caster
Slab Continuous Caster
Billet Continuous Caster
Hot-rolling Mill (flat products)
Skin-Pass Mill
Hot-rolling Mill (long products)
Pickling Line
Cold-Rolling Mill (Tandem or Reversing)
Electrolytic Cleaning
Annealing Line
Temper Mill
Tension-Leveling / Inspection Line
Electro-Tinplating line
Hot Dip Galvanizing Line
Electro-Galvanizing Line
Color-Coating Line
Slitter
Cut to length
Roll forming Line
Panel Line
Profile Line
Tube Line
Wire drawing Lines
Wire Mesh Lines
Rebar Processing Lines2
7
2
3
4
5
5
3
1
1
4
3
4
4
5
9
9
5
5
7
10
1
13
1
9
32
36
34
4
15
20
12
2
48
Mexico
Brazil
Nominal capacity (thousand tons per year)1
Argentina
1,040
1,480
1,800
5,700
Other
5,300
3,220
5,200
3,200
3,000
3,500
1,200
5,000
5,630
2,890
990
1,910
1,840
230
1,330
2,020
1,150
160
640
110
120
500
1,000
540
80
190
220
220
740
370
200
310
220
230
110
60
100
40
190
2,710
4,190
840
2,460
1,640
6,480
2,770
1,190
5,390
3,700
1,940
1,590
2,040
1,480
2,390
810
2,090
570
510
80
140
520
33
Total
2,840
7,180
2,710
8,520
4,410
8,700
5,240
3,000
2,460
10,630
1,860
9,370
3,760
1,930
7,300
5,540
2,170
2,920
4,060
2,630
160
3,400
110
1,130
2,900
1,790
1,280
80
330
770
100
40
190
1 In this annual report, annual production capacity is calculated based on management estimates of standard
productivity, product mix allocations, the maximum number of possible working shifts and a continued flow of
supplies to the production process.
2 Includes shears, straighteners, stirrup benders and shaping centers.
Mexico. Ternium has 12 steel production and/or processing units in Mexico, consisting of three integrated steel-
making plants (two of which produce long steel products and one of which produces flat steel products and includes
two steel service centers); five downstream flat steel processing plants, combining hot-rolling, cold-rolling and/or
coating facilities (two of which include steel service centers); and four steel service centers. In addition, Ternium has
twelve distribution centers in this region, aimed at serving customers mainly in the construction sector.
The following table sets forth key items of information regarding Ternium’s principal production units in Mexico:
Unit
Type of plant
Location
Guerrero
Apodaca
Puebla
Juventud
Churubusco
Monclova
Universidad
Pesquería
Apodaca Industrial
Apodaca Comercial
Edificios Metálicos
San Luis
DC Chihuahua
DC BC
DC Norte
DC Puebla
DC Guadalajara
DC México
DC Culiacán
DC Veracruz
DC Mérida
DC Tuxtla
DC León
DC Villahermosa
Integrated1 Downstream2
X
X
X
Service
center
X
Distribution
center
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
San Nicolás d.l.G., Nuevo León
Apodaca, Nuevo León
Puebla, Puebla
San Nicolás d.l.G., Nuevo León
Monterrey, Nuevo León
Monclova, Coahuila
San Nicolás d.l.G., Nuevo León
Pesquería, Nuevo León
Apodaca, Nuevo León
Apodaca, Nuevo León
Ciénaga de Flores, Nuevo León
San Luis, San Luis Potosí
Chihuahua, Chihuahua
Tijuana, Baja California
Escobedo, Nuevo León
Puebla, Puebla
Guadalajara, Jalisco
Tultitlán, Estado de México
Culiacán, Sinaloa
Veracruz, Veracruz
Mérida, Yucatán
Tuxtla Gtz, Chiapas
León, Guanajuato
Villahermosa, Tabasco
1
“Integrated” refers to a type of steel plant that includes at least steelmaking and hot-rolling facilities.
2 “Downstream” refers to a type of steel plant that includes hot-rolling, cold-rolling and/or steel coating facilities.
Guerrero unit: Located in the metropolitan area of Monterrey, Nuevo León, Mexico, the Guerrero unit produces hot-
rolled and cold-rolled coils for the industrial, construction and home appliance sectors and for further processing in
other Ternium Mexico’s units. It also produces slitted and cut-to-length products for the industrial sector, and profiles
and tubes for the industrial and construction sectors. This unit includes two steel service centers, a slab-rolling mill,
and an integrated facility based on direct reduced iron ("DRI"), mini-mill steelmaking and thin-slab casting/rolling mill
technologies that uses iron ore pellets and steel scrap as main raw materials. The facility sources all of the iron ore
from Ternium Mexico’s mining operations. In addition, the facility sources its net requirements of slabs from Mexican
34
and international producers, and from Ternium Brasil. Ternium’s procurement policy for these products is described in
greater depth in “—B. Business Overview—Raw Materials, Slabs, Energy and Other Inputs.”
Apodaca unit: Located in Nuevo León, Mexico, the Apodaca unit produces billets and rebar for the construction
industry. It is an integrated facility based on mini-mill steelmaking technology that uses steel scrap as its main raw
material. Ternium’s procurement policy for scrap is described in greater depth in Item 4. “Information on the Company
—B. Business Overview—Raw Materials, Slabs, Energy and Other Inputs.”
Puebla unit: Located in Puebla, Mexico, the Puebla unit produces rebar, wire rod and round bar mainly for the
construction and industrial sectors, including high-carbon, low-carbon and micro-alloyed wire rod. It is an integrated
facility based on DRI and mini-mill steelmaking technologies that uses iron ore pellets and steel scrap as main raw
materials. The facility sources all of the iron ore from Ternium Mexico’s mining operations. Ternium’s procurement
policy for these products is described in greater depth in “—Raw Materials, Slabs, Energy and Other Inputs.”
Juventud unit: Located in Nuevo León, Mexico, the Juventud unit produces galvanized and color-coated coils for the
construction, home appliance and other industries; and has a steel service center that produces slitted and roll-formed
products, panels and tubes for the construction and industrial sectors. This plant processes hot-rolled and cold-rolled
coils received from Ternium Mexico’s units in Nuevo León.
Churubusco unit: Located in Nuevo León, Mexico, the Churubusco unit produces hot-rolled and cold-rolled coils for
the industrial, construction and home appliance sectors and for further processing in other Ternium Mexico’s units. It
also has a steel service center that produces slitted and cut-to-length products for the industrial sector. The facility
sources its requirements of slabs from Ternium Brasil, from third party Mexican producers and from the international
markets. Ternium’s procurement policy for slabs is described in greater depth in “—Raw Materials, Slabs, Energy and
Other Inputs.”
Monclova unit: Located in Coahuila, Mexico, the Monclova unit produces galvanized and color-coated sheets for the
home appliance industry. This plant processes cold-rolled coils mainly received from Ternium Mexico’s units in
Nuevo León.
Universidad unit: Located in Nuevo León, Mexico, and across the street from the Guerrero unit, the Universidad unit
produces galvanized and color coated coils for the construction, home appliance and industrial sectors. This plant,
which also has a cold-rolling mill, processes hot-rolled coils received from Ternium Mexico’s units in Nuevo León.
Pesquería industrial center: Located in Nuevo León, Mexico, the Pesquería industrial center produces cold-rolled,
galvanized and color coated coils for the automotive and home appliance industries, among other industrial sectors.
The cold-rolling mill processes hot-rolled coils sourced from Ternium Mexico’s Churubusco and Guerrero units, as
well as from third parties. Tenigal purchases hot-rolled coils mainly from NSC; hot-rolled coils are processed at the
Pesquería cold-rolling mill and then used in the production of galvanized and pre-painted products.
Ternium is building a new hot-rolling mill in this unit with an expected annual production capacity of 4.4 million tons
and a total investment estimated at $1.0 billion. The current plan includes the option to increase the line’s production
capacity in the future by an additional 0.4 million tons. The new state-of-the-art facility will target the growing
industrial and commercial markets, improving customer service and reducing lead-times. The investment will
constitute a significant technological upgrade to the country’s steel production capacity, enabling the expansion of
Ternium’s product range to encompass a broader dimensional offering and the most advanced steel grades, with the
aim at replacing high-value-added steel imports. For further information on Ternium’s capital expenditures, see “—B.
Business Overview—Capital Expenditure Program.”
Apodaca Industrial unit: Located in Nuevo León, Mexico, the Apodaca Industrial unit is a steel service center that
produces slitted and cut-to-length products for industrial customers. This plant processes coated coils mainly received
from Ternium Mexico’s units in Nuevo León.
Apodaca Comercial unit: Located in Nuevo León, Mexico, the Apodaca Comercial unit is a steel service center that
produces slitted and roll-formed products, profiles and tubes for the construction industry. This plant processes coated
coils mainly received from Ternium Mexico’s units in Nuevo León.
Edificios Metálicos unit: Located in Nuevo León, Mexico, the Edificios Metálicos unit is a steel service center that
produces metal building systems for commercial construction. This plant processes heavy plates procured from the
local and international markets and coils received from Ternium Mexico’s units in Nuevo León.
35
San Luis unit: Located in San Luis Potosí, Mexico, the San Luis unit is a steel service center that produces slitted and
cut-to-length products for the home appliance and other industries. This plant processes coated coils received from
Ternium Mexico’s units in Nuevo León.
Southern Region. Ternium’s Southern Region covers Argentina, Bolivia, Chile, Paraguay and Uruguay. Ternium has
eight steel production and/or processing units in this region, all of which are located in Argentina, consisting of one
integrated flat steel-making plant; four downstream flat steel processing plants, comprising cold-rolling, coating or
tube-making facilities (three of which include steel service centers); and three additional steel service centers.
The following table sets forth key items of information regarding Ternium’s principal production units in Argentina:
Unit
Type of plant
Location
San Nicolás
Canning
Haedo
Florencio Varela
Ensenada
Rosario
Serviacero III
Sidercrom
Integrated
Downstream
Service
center
Distribution
center
X
X
X
X
X
X
X
X
X
X
X
Ramallo, Buenos Aires
Canning, Buenos Aires
Haedo, Buenos Aires
Florencio Varela, Buenos Aires
Ensenada, Buenos Aires
Rosario, Santa Fe
Ramallo, Buenos Aires
Ramallo, Buenos Aires
San Nicolás unit: Located in the Province of Buenos Aires, Argentina, the San Nicolás unit produces slabs, hot-rolled,
cold-rolled and tinplate coils for the construction, industrial, packaging and naval sectors, and for further processing in
other Ternium Argentina units. The San Nicolás unit includes an integrated facility based on blast furnace and basic
oxygen furnace technologies, supplemented with a sinter plant, coking batteries, a co-product plant and a power plant.
It uses metallurgical coal and iron ore lumps, pellets and fines as main raw materials. The facility sources all of its coal
and iron ore needs from the international markets, shipped to its own port on the banks of the Paraná river. In addition,
the facility sources its net requirements of steel products from the international market and Ternium Brasil. Ternium’s
procurement policy for these products is described in greater depth in “—B. Business Overview—Raw Materials,
Slabs, Energy and Other Inputs.”
Canning and Haedo units: Located in the Province of Buenos Aires, Argentina, the Canning and Haedo units produce
galvanized sheets, slitted and roll-formed products and profiles for the construction and home appliance sectors. In
addition, the Canning facility produces color coated sheets for such markets. Both plants process cold-rolled coils
received from Ternium Argentina’s San Nicolás and Ensenada units.
Florencio Varela unit: Located in the Province of Buenos Aires, Argentina, the Florencio Varela unit produces
electrogalvanized sheets, blanks and slitted products for the automotive, construction and other industries. This plant
processes cold-rolled coils received from Ternium Argentina’s San Nicolás and Ensenada units.
Ensenada unit: Located in the Province of Buenos Aires, Argentina, the Ensenada unit produces cold-rolled coils for
the construction and industrial sectors and for further processing in Ternium Argentina’s own facilities. This plant
processes hot-rolled coils received from Ternium Argentina’s San Nicolás unit.
Rosario unit: Located in the Province of Santa Fe, Argentina, the Rosario unit is a steel service center that produces
tubes for the construction industry. This plant processes hot-rolled coils received from Ternium Argentina’s San
Nicolás unit.
Serviacero III unit: Located in the Province of Buenos Aires, Argentina, the Serviacero III unit is a steel service center
that produces cut-to-length products for the construction and industrial sectors. This plant processes hot-rolled coils
received from Ternium Argentina’s San Nicolás unit.
Sidercrom unit: Located in the Province of Buenos Aires, Argentina, the Sidercrom unit is a steel service center that
produces cut-to-length and slitted products for the packaging sector. This plant processes tinplate coils received from
Ternium Argentina’s San Nicolás unit.
36
Other Markets. Ternium has 13 steel production and/or processing units in Brazil, Colombia, Central America and the
United States, consisting of two integrated steel-making plants (one of which produces flat steel products and the other
long steel products); one downstream long steel hot-rolling plant; two downstream flat steel processing plants,
comprising coating facilities (one of which includes a steel service center and a steel retail distribution center); and
eight steel service centers. In addition, Ternium has twelve steel retail distribution centers aimed at serving customers
mainly in the construction sector.
The following table sets forth key items of information regarding Ternium’s principal production locations and
production units:
Unit
Country
Type of plant
Location
Integrated Downstream
Service
Center
Distribution
Center
X
X
X
X
X
Rio de Janeiro
Shreveport
Manizales Steel
Atlántico
Barranquilla
Bogotá
Cali
Itagüí
Manizales Services
DC Montería
DC Bucaramanga
DC Medellín
Villa Nueva
DC Zona 9
DC Petapa
DC Occidente
DC Petén
DC Huehuetenango
DC Jutiapa
DC Quetzaltenango
DC Cobán
DC Teculután
San Salvador
Managua
San José
Brazil
USA
Colombia
Colombia
Colombia
Colombia
Colombia
Colombia
Colombia
Colombia
Colombia
Colombia
Guatemala
Guatemala
Guatemala
Guatemala
Guatemala
Guatemala
Guatemala
Guatemala
Guatemala
Guatemala
El Salvador
Nicaragua
Costa Rica
Santa Cruz, Rio de Janeiro
Shreveport, Louisiana
Manizales, Caldas
Palmar de Varela, Atlántico
Malambo, Atlántico
Bogotá, Cundinamarca
Puerto Tejada, Cauca
Itaguí, Antioquía
Manizales, Caldas
Montería, Córdoba
Bucaramanga, Santander
Medellín, Antioquía
Villa Nueva, Guatemala
Guatemala, Guatemala
Guatemala, Guatemala
Mazatenango, Suchitepéquez
Petén, Guatemala
Huehuetenango, Guatemala
Jutiapa, Guatemala
Quetzaltenango, Guatemala
Cobán, Alta Verapaz
Teculután, Zacapa
San Salvador, San Salvador
Managua, Managua
San José, Costa Rica
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
Rio de Janeiro unit: Located in the State of Rio de Janeiro, Brazil, this unit produces slabs for further processing in
other Ternium units in Mexico and Argentina, and for sale to third parties. The Rio de Janeiro unit includes an
integrated facility based on blast furnace and basic oxygen furnace technologies, supplemented with a sinter plant,
coking batteries and a power plant. It uses metallurgical coal and iron ore pellets, lumps and fines as main raw
materials. The facility sources all of its coal needs from the international markets (shipped to its own port on the
Atlantic ocean coastline), and its iron ore needs from the local market (shipped to its own yards through a railroad
system). Ternium’s procurement policy for these products is described in greater depth in “—B. Business Overview—
Raw Materials, Slabs, Energy and Other Inputs.”
Shreveport unit: Located in Louisiana, United States, the Shreveport unit produces galvanized and color coated sheets.
It processes cold-rolled coils procured mainly from Ternium Mexico or the U.S. market.
Manizales Steel unit: Located in Caldas, Colombia, the Manizales Steel unit produces billets and rebar for the
construction industry. It is an integrated facility based on mini-mill steelmaking technology that uses steel scrap as its
37
main raw material. The facility sources all of its scrap and electricity needs from local suppliers. Ternium’s
procurement policy for these products is described in greater depth in “—B. Business Overview—Raw Materials,
Slabs, Energy and Other Inputs.”
Atlántico unit: Located in Atlántico, Colombia, the Atlántico unit is a downstream processing steel mill that produces
steel bar and coil for the construction industry. This plant, which started up during November 2020, processes steel
billets purchased in the international market.
Barranquilla unit: Located in Atlántico, Colombia, the Barranquilla unit is a steel service center that produces slitted,
cut-to-length, drawn wire, wire mesh and customized rebar-based products for the construction industry. This plant
processes wire rod purchased in the international market, rebar received from the Manizales unit and rebar purchased
in the international markets. Hot-rolled and cold-rolled coils are received mainly from the units in Nuevo León.
Bogotá and Manizales Services units: The Bogotá unit in Cundinamarca and the Manizales Services unit in Caldas are
steel service centers located in Colombia that produce customized rebar-based products for the construction industry.
These plants process rebar received from the Manizales Steel unit and rebar purchased in the international markets.
Cali unit: Located in Cauca, Colombia, the Cali unit is a steel service center that produces profiles, tubes, structural
beams and rebar-based customized products for the construction industry. This plant processes hot-rolled and cold-
rolled coils received mainly from units in Nuevo León and purchased in the international markets.
Itagüí unit: Located in Antioquía, Colombia, the Itagüí unit is a steel service center that produces drawn wire, wire
mesh and customized rebar-based products for the construction industry. This plant processes wire rod purchased in
the international markets, rebar received from the Manizales Steel unit and rebar purchased in the international
markets.
Villa Nueva unit: Located in Guatemala, Guatemala, the Villa Nueva unit produces galvanized sheets for the
construction industry and for further processing in other units in Central America. It also has a steel service center that
produces slitted, roll-formed and cut-to-length products, and profiles for the construction industry, and a steel retail
distribution center. This plant processes hot-rolled, cold-rolled and coated coils received from Ternium Mexico’s units
in the Nuevo León area and from the international markets.
San Salvador and Managua units: The San Salvador unit in San Salvador, El Salvador, and the Managua unit in
Managua, Nicaragua, are steel service centers that produce roll-formed products for the construction industry. These
plants process coated coils received mainly from the Villa Nueva unit.
San José unit: Located in San José, Costa Rica, this is a steel service center that produces roll-formed products and
profiles for the construction industry. This plant processes hot-rolled, cold-rolled and coated coils received from
Ternium Mexico’s units in Nuevo León and from the Villa Nueva unit.
Mining Production Facilities
Ternium has iron ore production facilities in Mexico. We have a 100% interest in Las Encinas, and a 50% interest in
Consorcio Peña Colorada, and conduct our mining activities through these companies. In 2020, we recorded iron ore
shipments of 3.8 million tons, of which 3.3 million tons were shipped to Ternium’s steelmaking facilities in Mexico,
with the balance destined to third-parties. The following table provides an overview of Ternium’s active mining
operations:
Company
Las Encinas
Las Encinas
Consorcio Peña Colorada
Mine
Aquila
Palomas
Peña Colorada
Location
Aquila, Michoacán
Pihuamo and Tecalitlán, Jalisco
Minatitlán, Colima
Type of Mine
Open pit
Open pit
Open pit
In addition, Las Encinas owns two other mines which are substantially exhausted: El Encino and Cerro Nahuatl.
The following table provides an overview, by type of facility, of Ternium’s production capacity as of December 31,
2020:
38
Production facility
Crushing Plant(3)
Concentration Plant(3)
Pelletizing Line
Las Encinas
Quantity
2
1
1
Capacity(2)
4,500
3,500
1,900
Quantity
1
1
2
Consorcio Peña Colorada(1)
Capacity(2)
18,000
16,300
4,100
(1) Figures correspond to total capacity. Ternium has a 50% interest in Consorcio Peña Colorada.
(2) In thousands of tons per year. Crushing capacity for Las Encinas includes crushing lines located close to
the Aquila and El Encino mines.
(3) The capacity figures for the crushing and concentration plants refer to the plants’ iron ore processing
capacity. The plants’ actual iron ore concentrate production depends on the iron ore grade of the processed
material.
The following table provides a description of Ternium’s tailings dams as of December 31, 2020:
Las Encinas
Consorcio Peña Colorada(1)
Dam / section
Cerro Náhuatl
Type of structure
Status
Deposits volume(2)
Downstream
Closing procedure
9
Alzada / 1
Combined(3)
Stand by
11
Alzada / 2
Downstream
Operative
1
Guásimas
Combined(4)
Closing procedure
54
Arrayanal / 1 Arrayanal / 2
Downstream(5) Downstream
Operative
7
Operative
17
(1) Figures correspond to total capacity. Ternium has a 50% interest in Consorcio Peña Colorada.
(2) In million cubic meters.
(3) Three out of six embankments were built upstream. Ternium has launched a project to reinforce these
upstream embankments with downstream support, expected to be completed during 2021.
(4) The following description reflects the restatement made by Peña Colorada after the completion of stability
studies carried out by third-party consultants in late 2019 and early 2020. Out of a total eight
embankments, one was built with a combination of downstream and centerline methodologies, one was
built as a downstream starter dam and six were built with an upstream methodology. Following those
studies, new reinforcements were recommended in order to reduce risks of collapse under the strictest
international seismic standards. Ternium has indicated Consorcio Peña Colorada that it supports
Consorcio Peña Colorada's efforts to mitigate those risks. Consorcio Peña Colorada is planning to carry
out those reinforcements, the completion of which could demand approximately three years subject to the
approval of certain permits to be granted by the environmental authorities.
(5) Includes upstream embankments in non-relevant zones.
Las Encinas
Las Encinas produces iron ore pellets and magnetite concentrate in Mexico. At present, Las Encinas operates the
Aquila and Palomas open pit mines located in Michoacán and Jalisco, respectively.
Las Encinas facilities include two crushing plants (located close to each of the Aquila and El Encino mines), and a
concentration and pelletizing plant located in Alzada, Colima, approximately 160 kilometers from the Aquila mine. Its
major processing facilities (crushing, concentration and pelletizing facilities) include two primary crushers and a dry
cobbing plant located close to the Aquila mine, and horizontal and vertical ball mills and several stages of magnetic
separation in the Alzada facilities. Las Encinas has two operational tailings dams in Alzada and an idled tailings dam
located in Cerro Náhuatl.
The iron ore pre-concentrate is transported from the Aquila mine to a transfer station at Tecoman, Colima, by truck
and from Tecoman to the Alzada facilities by rail and truck for processing in the concentration plant. The iron ore
extracted from the Palomas mine is currently transported by truck to El Encino to be processed in our crushing facility.
In addition, El Encino and our plant located in Alzada may receive, from time to time, magnetite iron ore purchased by
Las Encinas from other local concessionaires. The crushed iron ore is transported from El Encino to the Alzada
39
facilities by truck for processing in the concentration plant in Alzada.The iron ore pellets produced in the Alzada
facilities are transported by rail to Ternium Mexico’s integrated facilities in Monterrey and Puebla, Mexico. The
Aquila and El Encino operations and the Alzada facilities receive electrical power from the Comisión Federal de
Electricidad ("CFE"), the Mexican state-owned electric utility company.
Active mines
At the Aquila site, Las Encinas holds all the mining rights for the extraction of iron ore. The Aquila operations
(including an open pit mine and crushing facilities) stand on 586 hectares, which are leased to Las Encinas by the local
community of San Miguel de Aquila. The lease agreement allows Las Encinas to perform all mining activities,
including the extraction of iron ore, necessary to exploit the ore located in mining rights granted to Las Encinas by the
Mexican federal authorities until the permanent closure of the mine. Las Encinas has operated this mine since 1998.
Aquila is a mine composed predominantly of magnetite with a hematite roof and sulphides and silicates gangue. The
form of mineralization is massive and disseminated (mineralized hornfels, endoeskarn), with mineralized gaps. The
mine site is hosted along a large failure line and between the contact of an intrusive diorite and limestone, and the
shape of the deposit is slightly amorphous, crossed by a countless number of dams and mainly controlled by geological
structures.
At the Pihuamo-Tecalitán site, Las Encinas holds mining rights for the extraction of iron ore over 376 hectares. The
Palomas operations (an open pit mine) stand on an area owned by Las Encinas, which started operating this mine in
2017.
Palomas is a skarn mine with calcareous-pelitic ferrous type. It is formed by massive, and bordered by disseminated
mineral. The bodies are disposed in concordant tabular horizons with a northwest and southeast-oriented pseudo
stratification and northeast-oriented dip. The mineralization is predominantly magnetite and the gangue mineral is
composed of garnet, pyrite and calcite. The surrounding rocks are skarn (calcareous protolyte, clayey calcareous and
Cretaceous sandy) or hornfels (clayey protolyte). The stratigraphic sequence is affected by dyke intrusions of
monzonitic and granite composition.
Mines under exploration
Las Encinas holds mining rights over other areas scattered throughout Michoacán, Jalisco and Colima, Mexico. Las
Encinas has developed and may continue pursuing the development of small to mid-sized mining operations similar to
Palomas, as a way to diversify its sources of iron ore and to make effective use of its mining rights in the region.
Exhausted mines
The El Chilillo open pit mine was operated until 2015. The El Chilillo core reserves were exhausted, the mine’s
operations were suspended and the land returned to the owners. Ternium has already completed the requisite
restoration works and has filed the applicable report with the environmental authority.
The El Encino open pit and underground mine was operated until 2011. The El Encino core reserves were exhausted
and the mine’s operations have been suspended. Ternium is currently evaluating the steps required to proceed with its
permanent closure. The crushing and transfer facilities at El Encino are still in operation and will remain active to
receive, process and transfer to the Alzada pelletizing plant iron ore that Las Encinas buys from time to time from
other local concessionaires.
The Cerro Nahuatl open pit mine located in Colima, Mexico, operated until 2008. The Cerro Nahuatl core reserves
were exhausted and the mine’s operation has been suspended. Ternium is currently following the steps required to
proceed with its permanent closure.
Consorcio Peña Colorada
Consorcio Peña Colorada, a company owned 50% by Ternium and 50% by ArcelorMittal S.A. ("ArcelorMittal"),
produces iron ore pellets and magnetite concentrate in Mexico. Consorcio Peña Colorada operates the Peña Colorada
open pit mine as well as a concentrating facility and a two-line pelletizing facility. Consorcio Peña Colorada owns part
of the property where its mine and processing facilities stand, and leases 1,204 hectares adjacent to the mine to deposit
removed material and, in the future, to exploit ore reserves as part of the regular short-term and long-term life of mine
plan.
40
Consorcio Peña Colorada has operated since 1974 and holds mining rights over 39,980 hectares. The Peña Colorada
mine is a complex polyphase iron ore deposit. Several magmatic and hydrothermal events produced iron
mineralization as skarns or skarnoids, and late dikes and faults that crosscut the mineralized bodies. The main
mineralization events are a massive ore body and a disseminated ore body, within polymictic breccia zones.
The concentration plant is located at the mine in Minatitlán, Colima, and the pelletizing plant is located near the
Manzanillo seaport on the Pacific coast in Colima, 50 kilometers from Minatitlán. Consorcio Peña Colorada’s major
processing facilities include a primary crusher, two autogenous mill, horizontal and vertical ball mills, several stages of
magnetic separation and two pelletizing lines. The concentrate is sent as a pulp through a 45 kilometers-long pipeline
from the mine and mineral processing plant in Minatitlán to the pelletizing plant in Manzanillo. Consorcio Peña
Colorada has an operational tailings dam in Arrayanal, Colima, and a tailings dam in the process of closure located in
Guásimas, Colima, with limited use. In July 2019, a new paste plant was started up near the Arrayanal dam to increase
the efficiency and speed of water recovery from the tailings dam. With this new facility, the solid content of tailings
increased from 45% up to 68%, freeing space for additional tailings and increasing the stability of the dam. The Peña
Colorada mine and the pelletizing plant receive electrical power from CFE. Peña Colorada is doing the preparatory
works necessary to extract iron ore from new iron ore bodies at the mine.
Ternium is required to buy from Consorcio Peña Colorada half of the mine’s annual production. For further
information, see “—Raw Materials, Slabs, Energy and Other Inputs—Mexico—Iron Ore.” Iron ore concentrate and
pellets sold to Ternium are shipped by rail from the mine to Ternium’s facilities in Mexico or exported to third parties
through the Manzanillo port.
Iron ore reserves
The table below details Ternium’s estimated proven and probable iron ore reserves as of December 31, 2020. The
classification of the iron ore reserve estimates as proven or probable is based on drill hole spacing and reflects the
variability in the mineralization at the selected cut-off grade, the mining selectivity and the production rate and ability
of the operation to blend the different ore types that may occur within each deposit. Reserves are reported as Run of
Mine (ROM). Tonnage is reported on a wet metric ton basis.
Iron ore reserves(1) as of
December 31, 2020
December 31, 2019
Proven
Probable
Total
Total
Las Encinas(2)
Peña Colorada(3)
Million tons % Fe Million tons % Fe Million tons % Fe Million tons % Fe
26
104
39
22
—
150
—
21
26
254
39
22
28
201
38
22
(1) In Peña Colorada, proven iron ore reserve estimates are based on drill hole spacing ranging from 25m x 25m to
100m x 100m, and probable iron ore reserve estimates are based on drill hole spacing ranging from 50m x 50m
to 300m x 300m. In Las Encinas, drill hole spacing may be greater.
(2) Includes exclusively the Aquila and the Palomas mines.
(3) Reported figures represent the total reserves at the Peña Colorada mine. Ternium has a 50% interest in
Consorcio Peña Colorada.
41
The table below provides additional information on iron ore production and average estimated mine life.
Operations/Projects
Las Encinas(3)
Consorcio Peña Colorada(4)
%
Ownership
In Operation
Since
2020
Run ofMineP
roduction(Mil
lion tons)
2020 Saleable
Production
(Million tons)(1)
Estimated
Mine Life
(Years)(2)
100
50
1970
1974
3.3
11.5
1.8
3.8
8
18
(1) Saleable production consists of a mix of direct shipped ore (DSO), concentrate, pellet feed and pellet
products which have an iron content of approximately 65% to 66%.
(2) Mine life is derived from the life of mine plans and corresponds to the duration of the mine production
scheduled from ore reserve estimates only. The production varies for each operation during the mine life
and, as a result, the mine life is not necessarily the total reserve tonnage divided by the 2019 production.
Both the Aquila and Palomas mines may extend their life beyond the estimated mine life indicated above as
a result of iron resources not yet included as proven or probable reserves.
(3) Includes exclusively the Aquila and Palomas mines.
(4) Reported figures represent the total production of Consorcio Peña Colorada, in which Ternium has a 50%
interest.
Changes in iron ore reserve estimates (2020 versus 2019)
Las Encinas’s iron ore reserve estimates as of December 31, 2020 were 26 million tons on a run-of-mine basis (with a
39% average iron grade), decreasing by 2 million tons compared to those recorded as of the end of 2019. The decrease
in tonnage was mainly due to the depletion of reserves during 2020, partially offset by the incorporation of new
reserves at the Aquila mine. Las Encinas is perfoming exploration activities at the Aquila mine in order to incorporate
additional reserves, which are expected to extend its mine life.
Peña Colorada’s iron ore reserve estimates as of December 31, 2020 were 254 million tons on a run-of-mine basis
(with a 22% average iron grade), increasing by 53 million tons compared to those recorded as of the end of 2019. The
increase in tonnage was principally due to changes in life mine designs and reserve assessments, partially offset by the
depletion of reserves during the year.
The estimates of proven and probable ore reserves at our mines and the estimates of the mine life included in this
annual report have been prepared by Ternium’s experienced engineers and geologists. Ternium has not commissioned
an independent verification of the methods and procedures used to determine reserves, nor has it commissioned
independent audits on iron ore reserve estimates.
The reserve calculations were prepared in compliance with the requirements of SEC Industry Guide 7, under which:
• Reserves are the part of a mineral deposit that could be economically and legally extracted or produced at the time
of the reserve determination.
• Proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches or
working or drill holes; grade and/or quality are computed from the results of detailed sampling; and (b) the sites for
inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size,
shape, depth and mineral content of reserves are well established.
• Probable reserves are reserves for which quantity and grade and/or quality are computed from information similar
to that used for proven reserves, but the sites for inspection, sampling and measurement are farther apart or are
otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high
enough to assume continuity between points of observation.
The demonstration of economic viability is established through the application of a life of mine plan for each operation
or project providing a positive net present value on a cash forward-looking basis. Economic viability is demonstrated
using forecasts of operating and capital costs based on historical performance, with adjustments based on planned
process improvements, changes in production volumes and in fixed and variable proportions of costs, and forecasted
fluctuations in costs of raw material, supplies, energy and wages. Ore reserve estimates are updated annually in order
to reflect new geological information and current mine plan and business strategies. Our reserve estimates are of in-
42
place material after adjustments for mining depletion and mining losses and recoveries, with no adjustments made for
metal losses due to processing. For a description of risks relating to reserves and reserve estimates, see Item 3. “Key
Information—D.Risk Factors—Risks Relating to Ternium's Mining Activities—Ternium's reserve estimates may
differ materially from actually recoverable mineral quantities, or its estimates of mine life may prove inaccurate; and
market price fluctuations and changes in operating and capital costs may render certain ore reserves uneconomical to
mine in the future or cause Ternium to revise its reserve estimates.”
Our mining leases are of sufficient duration (or convey a legal right to renew for sufficient duration) to enable all ore
reserves on the leased properties to be mined in accordance with current production schedules. Our ore reserves may
include areas where some additional approvals remain outstanding but where, based on the technical investigations we
carry out as part of our mine planning process and our knowledge and experience of the approvals process, we expect
that such approvals will be obtained as part of the normal course of business and within the timeframe required by the
current life of mine schedule.
Our tailings dams stability was assessed taking into consideration international standards and seismic design
recommendations of CFE's 2015 civil works design manual. In late 2019 and early 2020, Ternium and Consorcio Peña
Colorada concluded new stability studies in certain of their non-operative tailings dams in order to proceed to final
closure with the strictest standards for seismic areas. Based on those studies, performed by recognized consultant
companies, and in order to meet the new more conservative stability standards and mitigate risks, Ternium and
Consorcio Peña Colorada are planning to build additional reinforcements in certain stand by and closed tailings dam
sections in Alzada and Guasimas, respectively. For a description of risks, see Item 3. “Key Information-D.Risk
Factors-Risks Relating to Ternium's Mining Activities-Unexpected natural and operational catastrophes may impact
the environment or cause exposure to hazardous substances, adversely impact Ternium's operations and profitability,
and result in material liabilities to Ternium."
Property, Plant and Equipment
The table below details Ternium’s mining segment property, plants and equipment value as of December 31, 2020.
In millions of U.S. dollars
Las Encinas
Consorcio Peña Colorada
Property, Plant and Equipment
152.5
246.6
Production process
Ternium specializes in manufacturing and processing finished steel products. In addition, Ternium extracts and
processes iron ore and produces electricity.
Ternium’s facilities use different technologies and have different levels of integration. The basic inputs for steel
production are iron ore and energy. Iron ore is used in three different formats: fines and lumps, which are purchased in
the marketplace, and pellets, which are partly purchased in the marketplace and partly produced by Ternium.
Ternium’s steel production processes consume energy mainly in the form of natural gas, coal and electricity.
Iron ore extraction and processing. The iron ore pellet production process begins with the extraction of iron ore from
open pit mines owned and operated by Ternium in Mexico. The extraction process consists of removing waste and ore
from the surface with explosives, loading it and transporting it by truck to the crushing facilities where it is resized to a
specified size.
After crushing, the ore goes through several grinding and concentration stages. Grinding reduces the size and changes
the shape of the ore while concentration, through magnetic drums, separates the iron from the sterile material to obtain
an iron ore concentrate with high iron content. This process is carried out using water as an auxiliary element. Excess
water is afterwards eliminated through a filtering process, leaving only the necessary humidity for the formation of
pellets using pelletizing disks. Pellets are separated according to their size and are then hardened in ovens and shipped
to the steel producing facilities.
Steel production. Ternium produces semi-finished steel in the form of thin slabs, slabs, billets and round bars through
the blast furnace and the electric arc furnace methods.
Under the blast furnace method, which is used in Brazil and Argentina, iron ore pellets, lumps, sinter (a mixture of iron
ore fines and limestone produced in sinter facilities) and coke (a solid residue obtained from the distillation of coal
produced in coking batteries) are mixed in the blast furnaces in a process that melts and reduces the iron ore, obtaining
43
pig iron. The molten pig iron is then mixed with steel scrap and other products in a basic oxygen furnace through a
process that removes impurities from the pig iron by injecting pure oxygen at high pressure into the molten metal,
burning-off carbon and other elements. The molten steel is then cast using the continuous casting method, into slabs.
Under the electric arc furnace method, which is used in Mexico and Colombia, the iron metal charge is heated with
other elements to obtain molten steel. The molten steel is then cast, using the continuous casting method, into billets
and thin slabs. The iron metal charge in the Apodaca and Manizales plants is steel scrap, and the iron metal charge in
the Monterrey and Puebla plants is a mix of DRI and steel scrap. The DRI results from the conversion of pellets in the
DRI modules. One of Monterrey’s DRI plants includes Hytemp® technology, which permits the hot discharge of the
DRI to the electric arc furnace, generating significant energy savings and improving productivity.
Steel processing. Semi-finished steel is then processed into finished products using hot-rolling, cold-rolling, coating,
tubing, paneling, slitting and cut-to-length facilities among other processes. In Mexico and Argentina, Ternium has
been processing steel slabs produced in Ternium Brazil and/or purchased in the marketplace as in Mexico its steel
processing capacity is higher than its steel production capacity, and in Argentina its steel processing capacity
utilization has been higher in recent years than its steel production capacity. Ternium may purchase hot-rolled, cold-
rolled and coated products as well for further processing in its lines.
Thin-slabs, slabs and billets are processed in the hot-rolling mills in Mexico, Argentina and Colombia to obtain hot-
rolled products using different technologies. In the case of flat products, hot-rolled coils are obtained from thin or
conventional slabs. Thin slab hot-rolling, a technology Ternium uses only in Mexico, requires less energy than
conventional slab hot-rolling, as it does not require a roughing section at the mill and does not need to be reheated
from room temperature to reach rolling temperature. In the production of long products, which is carried out in Mexico
and Colombia, billets are reheated and taken to rolling temperature. The softened steel is processed in the rolling trains
to obtain wire rods and rebars as finished long products and, depending on their final use, rebars can be further
processed into stirrups and other customized shapes in our service centers in Colombia.
Depending on its final use, the hot-rolled coils are then tempered and/or pickled, both in Mexico and Argentina, before
being sent for sale as coils or cut into steel sheets. Alternatively, the hot-rolled coils may be sent to a cold-rolling mill
where they are put under a deformation process at room temperature to reduce their thickness and obtain cold-rolled
coils. Cold-rolled coils can be sold in crude form to the market (full hard) or processed in the reheating ovens,
annealing bays and temper lines to modify their metallurgic and physical characteristics. The tempered products can be
sold as coils or sheets or further processed by adding coatings.
Cold-rolled coils can be further processed into tin plate at Ternium Argentina’s facility (by adding a thin layer of tin),
into galvanized or electrogalvanized sheets at several of Ternium’s facilities in Mexico, the United States and
Guatemala and at Ternium Argentina’s facility (by adding a thin layer of zinc to the products through different
processes) or into pre-painted products. Some of these products can be further processed into slitted, cut-to-length and
tailor-made products according to customers’ needs at Ternium’s service centers, which are located in several
countries. In addition, coated, cold-rolled and hot-rolled coils can be further processed into tubular products, such as
welded pipes, insulated panels and architectural panels, among other products.
Sales
Net Sales
Ternium is organized into two reportable segments: Steel and Mining. The Steel segment includes the sales of steel
products and other products like electricity and pig iron. The Mining segment includes the sales of iron ore products,
which are primarily consumed internally. We report steel shipments under three geographical regions: Mexico, the
Southern Region and Other Markets. For further information on our reportable operating segments and geographical
information, see note 4 to the consolidated financial statements included elsewhere in this annual report. Ternium
primarily sells its steel products in Latin America and the United States, where it can leverage its strategically located
manufacturing facilities to provide specialized products, delivery services to its customers and reduced freight costs. In
2019 the substantial majority of our iron ore production was consumed at Ternium’s steelmaking facilities in Mexico.
Ternium's total consolidated net sales of steel and mining products amounted to $8.7 billion in 2020, $10.2 billion in
2019 and $11.5 billion in 2018. For further information on our net sales of steel and mining products, see Item 5.
“Operating and Financial Review and Prospects—A. Results of Operations.”
44
The prices of our steel products generally reflect international market prices for similar products. We adjust prices for
our products periodically in response to changes in the import prices of foreign steel, export prices, and supply and
demand. For further information, see Item 5. “Operating and Financial Review and Prospects—Overview.” The actual
sales prices that we obtain for our products are also subject to the specifications, sizes and quantity of the products
ordered.
The following table shows Ternium’s net sales by reportable operating segment, Steel and Mining, for the years
indicated:
In millions of U.S. dollars
For the year ended December 31,
Mexico
Southern Region
Other Markets
Total steel products net sales
Other products (1)
Total steel segment net sales
2020
4,568.3
1,761.9
2,171.6
8,501.8
177.7
8,679.5
2019
5,326.7
1,696.6
2,866.7
9,890.1
296.1
10,186.2
2018
6,134.0
1,933.4
3,023.6
11,091.0
362.4
11,453.4
Total mining segment net sales
390.5
364.1
282.0
Intersegment eliminations
(334.6)
(357.4)
(280.6)
Total Net Sales
8,735.4
10,192.8
11,454.8
(1) The item “Other products” primarily includes Ternium Brasil’s and Ternium Mexico’s electricity
sales.
The following table shows, where applicable, Ternium’s shipment volumes by reportable operating segment, Steel and
Mining, for the years indicated:
In thousands of tons
Mexico
Southern Region
Other Markets
Total steel products sales volumes
For the year ended December 31,
2018
6,545
2,301
4,105
12,951
2019
6,305
1,938
4,268
12,511
2020
5,913
1,924
3,523
11,360
Total mining segment sales volumes
3,797
3,576
3,616
Steel
Mexico
Sales to customers in Mexico accounted for 54% of Ternium’s net sales of steel products during 2020, 54% during
2019 and 55% during 2018. For further information, see Item 5. “Operating and Financial Review and Prospects—A.
Results of Operations—Fiscal Year Ended December 31, 2020 compared to Fiscal Year Ended December 31, 2019—
Net Sales” and “—Fiscal Year Ended December 31, 2019 compared to Fiscal Year Ended December 31, 2018—Net
Sales.”
Most of Ternium’s Mexican customers are located near its plants. Flat steel non-coated products are mainly sold in
Mexico to construction companies, industrial customers in the automotive, packaging, electric motors and service
center industries, as well as distributors. The principal segments in the Mexican coated steel market are construction,
automotive, home appliances and manufacturing (air conditioning, lamps and furniture). Ternium serves industrial
customers, who require high-quality specifications, as well as commercial customers through service centers and
warehouses. Rebar and wire rod markets in Mexico are characterized by a large number of orders of small volume, and
competition is largely based on price. The customer base for bar and rod products in Mexico consists primarily of
45
independent dealers and distributors, who in turn retail the products to their customers in the construction industry.
Ternium markets its tubular products mainly through Mexican independent distributors, and the balance is sold
directly to industrial customers.
Southern Region
Sales to customers in the Southern Region accounted for 21% of Ternium’s net sales of steel products during 2020,
17% during 2019 and 17% during 2018. The vast majority of sales in the Southern Region are made to customers in
Argentina. For further information, see Item 5. “Operating and Financial Review and Prospects—A. Results of
Operations—Fiscal Year Ended December 31, 2020 compared to Fiscal Year Ended December 31, 2019—Net Sales”
and “—Fiscal Year Ended December 31, 2019 compared to Fiscal Year Ended December 31, 2018—Net Sales.”
Ternium’s sales in this region are oriented toward the construction and agriculture sectors, the automotive industry, the
packaging sector (for food, paints, sprays and petrochemicals), the tube and pipe sector (related to liquids and gas
transportation and distribution networks), the capital goods sector and the home appliances sector.
The customer base in the Southern Region consists primarily of independent SME companies and distributors, which
in turn process or retail products to their customers in different market sectors. In addition, Ternium serves large
industrial customers, such as customers in the automotive industry, which require customized products and services
that Ternium can provide through its service centers and finishing facilities.
Ternium’s principal customers in the Southern Region are located near Ternium Argentina’s production facilities in
Argentina. Ternium’s net sales in Argentina represent approximately 20% of our total net sales. We also sell a small
portion of our production to customers in Bolivia, Chile, Paraguay and Uruguay.
Other Markets
Sales to customers in other markets, which include mainly shipments to the United States, Brazil, Colombia and
Central America, accounted for 25% of Ternium’s consolidated net sales of steel products during 2020, 29% during
2019 and 27% during 2018. For further information, see Item 5. “Operating and Financial Review and Prospects—A.
Results of Operations—Fiscal Year Ended December 31, 2020 compared to Fiscal Year Ended December 31, 2019—
Net Sales” and “—Fiscal Year Ended December 31, 2019 compared to Fiscal Year Ended December 31, 2018—Net
Sales.”
Following the acquisition of Ternium Brasil and related transactions in September 2017, we started shipping steel slabs
to tkAG’s former re-rolling facility in Calvert, Alabama, United States, and to Usiminas in Brazil. For further
information on the acquisition of CSA, see “—A. History and Development of the Company—Ternium.”
Finished steel customers in the United States are served directly through the Shreveport plant and through Ternium
Internacional’s Houston, TX, commercial office. The Gulf Coast and a large portion of the West Coast in particular,
are regions for which our Mexican facilities have distribution advantages. Ternium's main markets in the United States
are the construction industry and the energy related sectors.
Customers in Colombia are served directly through Ternium Colombia and Ternium del Atlántico. Ternium offers a
variety of customized products through its various service centers in the country. Our main local markets are the
construction industry and the energy related sectors.
Customers in Central America are served directly through Ternium’s facilities in Guatemala, El Salvador, Nicaragua
and Costa Rica. Ternium offers a variety of customized products through its various service and distribution centers in
the region. Ternium's main market in Central America is the construction industry.
Mining
Ternium’s shipments of iron ore mainly include those made by Las Encinas and 50% of those made by Consorcio
Peña Colorada. Iron ore shipments are destined mainly for internal consumption within Ternium’s Steel segment and
surpluses, if any, are destined for the export market. For further information, see Item 5. “Operating and Financial
Review and Prospects—A. Results of Operations—Fiscal Year Ended December 31, 2020 compared to Fiscal Year
Ended December 31, 2019—Net Sales” and “—Fiscal Year Ended December 31, 2019 compared to Fiscal Year Ended
December 31, 2018—Net Sales.”
46
Marketing
Steel
Ternium's marketing strategy in the steel segment is to expand higher margin value-added products and services in
Ternium’s sales mix. Over time, Ternium expects to increase its offerings of value-added products, such as cold-rolled
sheets and coated and tailor-made products, and services, such as just-in-time deliveries and inventory management. In
order to do so, Ternium will increase processing capacity and will continue to work with its customers to anticipate
their needs and develop customized products for particular applications and maintain a strategic presence in several
steel markets through its network of commercial offices. A principal component of Ternium’s marketing strategy is
establishing lasting and close relationships with customers. This allows Ternium to provide assistance to its customers
in their use of steel products and to obtain downstream information that can be applied to future product development.
Ternium adapts its marketing strategy according to the different regions it serves. Its sales force specializes in different
regional requirements, ranging from product specifications to transport logistics.
In order to strengthen Ternium’s positioning in regional markets and offer services to customers, Ternium manages its
exports from countries where it has manufacturing facilities through a network of commercial offices. Ternium
operates through strategically located subsidiaries, providing customers with services and support. Ternium has
extensive experience promoting steel products. Its marketing expertise helps us expand our position in current markets
and to develop new ones.
Mexico
Several local and foreign steel producers direct part of their sales efforts to the Mexican market and, as a result,
Ternium engages significant marketing efforts in this country. Ternium’s steel customers in Mexico are in the
construction, automotive, metal-mechanic and home appliances sectors, among other industries. In Mexico, we offer
customized services through our network of service and distribution centers.
Through its service centers, located in northern and central Mexico, Ternium can cut and roll-form its products to
specific client requirements. Customized products include metallic roofing, sheets and strips used in the automotive
industry and cut-to-length products used in the home appliance and construction industries. Ternium has several
distribution centers and commercial offices in the country, which provide services such as logistics, stock management
and customer assistance, as well as analysis of businesses opportunities in their respective markets.
Ternium Mexico has a department focused on the development of small and medium-sized companies in Mexico
under a program created by the Techint Group, a group of international companies controlled by San Faustin, for the
development of its local customers and suppliers named Propymes. The objective of the program is to improve their
competitiveness, to increase their exports and to allow them to substitute imports with local products. Approximately
890 companies are part of this program in Mexico, which provides support for industrial, training, and institutional
requirements of the participating companies.
Ternium’s experienced sales force specializes in the needs of each market sector and focuses on value-added products
and services. In this competitive and end-user oriented market, the extensive use of well-known commercial brands
allows customers to clearly recognize Ternium’s products. Ternium seeks to increase its competitive advantage by
providing value-added services, including the technical assistance related to steel use and production, and developing
new steel products.
Southern Region
Ternium’s sales efforts in this region are oriented toward serving the specific needs of different market sectors, such as
the construction industry, the automotive industry, the home appliances sector, the packaging sector (for food, paints,
sprays and petrochemicals), the agricultural equipment and capital goods sector, the tube and pipe sector (related to
liquids and gas transportation and distribution), and steel processors.
Through Ternium Argentina’s service centers, Ternium can cut, paint or roll-form its products to specific client
requirements. Customized products include metallic roofing, blanks for vehicles, steel for agricultural machinery,
different types of tin used to produce sprays and food containers and cut-to-length products used in the home appliance
and construction industries.
In this region, Ternium has commercial offices in Argentina and Uruguay. These offices provide services such as
market development, analysis of businesses opportunities, and customer support in their respective countries.
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Propymes was implemented in Argentina in 2002, with the objective of promoting the local industry. Approximately
940 companies are part of this program, which provides support for industrial, training, commercial, financial and
institutional requirements of the participating companies.
Other Markets
Following the acquisition of Ternium Brasil and related transactions in September 2017, Ternium started shipping
steel slabs to third parties, including tkAG’s former re-rolling facility in Calvert, Alabama, United States, under an
agreement to supply a total of 3.5 million tons of slabs through the first half of 2021, and Usiminas in Brazil. For
further information on the acquisition of CSA, see “—A. History and Development of the Company—Ternium.”.
Ternium’s finished steel customers in Other Markets are mainly in the construction and energy-related industries in
Colombia, the United States and Central America. In Colombia and Central America, we offer customized services
through our network of service and distribution centers.
Through Ternium’s facilities and service centers located in Colombia, Costa Rica, El Salvador, Guatemala, Nicaragua
and southern United States, Ternium can cut, paint or roll-form its products to specific client requirements mainly in
the construction industry. In addition, Ternium has a commercial office in Houston, TX, which enables Ternium to
offer differentiated services to various customers.
A small share of Ternium’s shipments is destined for steel markets outside the Americas. Sales to Europe, Asia and
Africa are carried out mainly through Ternium’s commercial office in Spain. This office is focused on trading
activities, including the development of commercial and marketing activities.
Mining
Ternium’s mining activities are mainly aimed at securing the supply of iron ore for our steel-making facilities in
Mexico. Surplus production of iron ore, if any, is commercialized to third parties. We export iron ore through the
Manzanillo port that is located on Mexico’s Pacific coast, mainly to customers in the Chinese iron ore market.
Competition
Steel
The steel industry operates predominantly on a regional basis, with large industry participants selling the bulk of their
steel production in their home countries or regions, where they have natural advantages and are able to more
effectively market value-added products and provide additional customized services. Despite the limitations associated
with transportation costs, as well as the restrictive effects of protective tariffs and other trade restrictions, international
trade of steel has increased in the last two decades with production shifting towards low-cost production regions.
Historically, several large steel manufacturers have merged with each other or acquired steel companies in other parts
of the world. This wave of consolidation has resulted in a number of large, global producers with significant operations
in several regions and/or continents, contributing to the increasing globalization of the steel industry. Considered as a
whole, however, the steel industry still remains considerably fragmented, compared with market conditions
characterizing certain of our suppliers and customers, e.g. iron ore suppliers and the automotive industry.
Steel consumption has historically been centered in developed economies, such as the United States, Western Europe
and Japan. However, in the last two decades steel consumption in Asia, and in particular China, has increased
significantly.
There has been a trend toward steel industry consolidation among Ternium’s competitors. Below is a summary of the
most significant transactions:
•
June 2006: Mittal Steel Company, N.V. and Arcelor S.A. merged to create ArcelorMittal, the world’s largest steel
company.
• March 2007: Votorantim S.A. acquired Colombia’s Acerias Paz del Rio S.A., or Acerias Paz del Rio.
• April 2007: Tata Steel Limited, or Tata Steel completed the acquisition of Corus Group Plc.
•
July 2007: Gerdau Ameristeel Corporation acquired Chaparral Steel Company.
• August 2007: United States Steel Corporation, or US Steel, acquired Stelco Incorporated.
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• March 2008 to May 2008: OAO Severstal acquired WCI Steel Incorporated, Esmark Incorporated and a mill
located in Sparrows Point (subsequently, during 2011, it divested Sparrows Point, Warren and Wheeling facilities).
• October 2012: Nippon Steel Corporation and Sumitomo Metal Industries Limited merged to form NSC, the world’s
second largest steel company at the time.
• February 2014: ArcelorMittal and NSC acquired ThyssenKrupp Steel USA LLC, a steel processor based in
Alabama, through a 50/50 joint venture.
• September 2014: AK Steel Holding Corporation and Steel Dynamics Incorporated acquired OAO Severstal’s U.S.
Dearborn and Columbus operations, respectively.
•
June 2016: Hebei Iron and Steel Group, or HBIS Group, acquired Serbian Zelezara Smederevo steel mill,
becoming the world’s third largest steel producer.
• December 2016: Baosteel Group Corporation and Wuhan Iron and Steel Corporation merged to create China
Baowu Steel Group Corporation, or Baowu Steel Group, which became the world’s second largest steel producer.
• March 2017: NSC acquired a majority stake in Nisshin Steel Company Limited, a Japanese steel company.
• May 2018: Tata Steel acquired a controlling stake in bankrupt Indian steel company Bhushan Steel Limited.
• November 2018: ArcelorMittal announced the acquisition of a 94.4% ownership interest in Ilva S.p.A.
• October 2019: US Steel completed the acquisition of a 49.9% ownership interest in Big River Steel and in
December 2020 exercised the option to acquire the remaining 50.1% of the shares.
• December 2019: ArcerlorMittal and NSC completed the acquisition of Essar Steel India Limited.
• March 2020: Cleveland-Cliffs Inc. completed the acquisition of AK Steel Holding Corporation.
• December 2020: Cleveland-Cliffs Inc. completed the acquisition of substantially all of the operations of
ArcelorMittal USA LLC and its subsidiaries, forming the largest flat-rolled steel producer in North America.
• December 2020: Certain shareholders of Grupo Acerero del Norte S.A., or GAN, the controlling shareholder of
Altos Hornos de México S.A.B., or AHMSA, entered into an agreement for the sale of 55% of GAN’s shares to
Alianza Minero Metalúrgica Internacional S.A. de C.V., a company presumably controlled by other companies and
investors, some of which could be competitors of Ternium in the steel market.
Despite this trend, the global steel market remains highly fragmented. In 2019, the most recent year for which statistics
are available, the five largest steel producers, ArcelorMittal, China Baowu Group, NSC, HBIS Group and Posco Iron
and Steel Company, or Posco, accounted for 18% of total worldwide steel production, compared to 15% for the five
largest steel producers in 2000.
Historically, steel prices have exhibited significant volatility. Events that contribute to continuously volatile steel price
cycles include spikes and depressions in raw material prices, new steelmaking capacity additions (at a pace higher than
steel demand growth), the idling and restart of steelmaking capacity and adverse economic conditions. In the US, for
instance, steel prices trended down during most of 2018 and 2019, after peaking during the first half of 2018, as a
result of softer steel consumption, increased steel production and, in 2019, lower costs of steel scrap. Steel prices
decreased further in 2020 during the early stages of the COVID-19 pandemic reflecting a depression in steel
consumption. However, after an initial slump, steel prices increased steadily during the rest of 2020 and reached very
high levels in the first quarter of 2021, as the speed of the recovery in steel production and in the production of
steelmaking raw materials fell short of steel demand.
Mexico
Ternium competes in the Mexican steel market with domestic, United States and other foreign steel producers.
According to the Mexican chamber of the iron and steel industry (Cámara Nacional de la Industria del Hierro y el
Acero, or "Canacero"), imports of finished flat steel products into Mexico accounted for approximately 7.6, 8.2 and 8.0
million tons in 2020, 2019 and 2018, respectively.
Our largest Mexican competitor in the flat products market is AHMSA, an integrated steel producer located in
Monclova, Coahuila, which produces a wide variety of steel products. AHMSA focuses on low-value-added products
49
such as plate and commercial quality hot-rolled and cold-rolled coils. AHMSA's financial condition has deteriorated,
negatively affecting its operations. In December 2020, AHMSA announced that certain shareholders of its parent
company, GAN, agreed to sell 55% of GAN’s shares to Alianza Minero Metalúrgica Internacional S.A. de C.V., a
company presumably controlled by other companies and investors, some of which could be competitors of Ternium in
the steel market. The transaction is subject to certain closing conditions, including clearance by the Mexican antitrust
authority. Previously, AHMSA disclosed to the market that GAN had been negotiating a strategic alliance with Grupo
Villacero with a focus on AHMSA’s recapitalization. Other competitors, some of which are also customers, with
facilities in the country are Galvasid S.A. de C.V. (controlled by Grupo LM), a producer of galvanized coils; Zincacero
S.A. de C.V. (controlled by Grupo Villacero), a producer of galvanized and pre-painted coils; Posco, a Korean steel
company with a galvanizing facility; NUCOR-JFE, a joint venture between Nucor Corporation and JFE Steel
Corporation that operates a galvanizing facility; and Talleres y Aceros S.A. de C.V., or TYASA, which has a flat steel
Castrip® mill and a galvanizing facility. In addition, ArcelorMittal is building a hot-rolling mill in Mexico that it
expects to start up during 2021.
Our largest foreign competitors in the flat products market are Cleveland Cliff Inc.; Nucor Corporation; and US Steel.
In addition, Steel Dynamics Incorporated is building a new steel mill in southern United States, including hot-rolling,
cold-rolling, galvanizing and painting facilities, that it expects to start up during 2021.
In the rebar market, Ternium’s largest competitor is ArcelorMittal. To a lesser extent, Ternium also faces competition
from Deacero S.A. de C.V., or Deacero, and from Grupo Simec S.A.B. de C.V., or Simec, controlled by Grupo ICH,
and Gerdau Cosa. In the low-carbon wire rod market, Ternium’s main competitors are Deacero, ArcelorMittal and, to a
lesser extent, TYASA and Simec.
In the small diameter welded pipe market, Ternium’s main competitors, which are also customers, are Productos
Laminados de Monterrey S.A. de C.V., or Prolamsa and Grupo LM. Orders in this market are usually small and cover
a wide range of product specifications.
Southern Region
Ternium’s most significant market in the Southern Region is Argentina, which in 2020 accounted for approximately
94% of sales in the Southern Region. Ternium Argentina is the main producer of flat-rolled steel products in
Argentina. Its main competition in the Argentine flat steel market are imports, particularly from Brazil. The main
Brazilian producers of flat steel value-added products are Usiminas, Companhia Siderúrgica Nacional and
ArcelorMittal. Ternium maintains a leading position in the flat steel market of Paraguay and is present in the flat steel
markets of Bolivia, Chile and Uruguay, where the location of Ternium’s facilities in neighboring Argentina provides a
logistical advantage to supply these markets vis-à-vis its foreign competitors.
Other Markets
Within the Other Markets region, Ternium’s most significant markets for finished steel products are Colombia, the
southern United States and Central America. In addition, Ternium sells steel slabs to steel companies including
ArcelorMittal and NSC’s Calvert facility in the United States, and other steel companies in Brazil.
Our subsidiary Ternium Colombia is the main flat steel processor in Colombia and is also a long steel producer. Its
main competitors in the Colombian steel market are Acerías Paz del Río, Gerdau Diaco, Acerías de Colombia,
Siderúrgica Nacional and Siderúrgica del Occidente, and it also faces competition from imports.
Ternium has a very small participation in the U.S. steel market in comparison with U.S. domestic steel manufacturers
and importers. It successfully competes in the Gulf Coast and a large portion of the West Coast where its facilities
have logistical advantages.
Ternium maintains a significant position in the coated flat steel market of Central America, supported by logistical
advantages provided by nearby facilities located in Costa Rica, El Salvador, Guatemala, Nicaragua and Mexico.
Despite these advantages, Ternium has been facing strong competition in Central America from importers in an
oversupplied steel market.
In addition, Ternium keeps a presence in other markets in the Americas where it has also been facing strong
competition from other importers.
Mining
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The majority of iron ore supplies to the international seaborne market come from Australia and Brazil, from the major
global miners Vale, Rio Tinto and BHP Billiton, as well as from iron ore junior companies in these countries. In
Mexico, the main iron ore producers are AHMSA, ArcelorMittal and Ternium, which are, at the same time, major
steel-making companies and iron ore consumers. Only a small portion of the iron ore obtained by these three
companies is made available for sale in the Mexican or export market. There are also other small iron ore mining
concessionaries that sell their production mostly to local steel-making operations.
Capital Expenditure Program
The main objectives of Ternium’s current capital expenditure program are to:
•
•
•
•
•
•
•
increase steel processing capacity;
increase product range;
reduce production costs;
replace equipment;
improve product quality, equipment reliability and productivity;
comply with applicable safety and environmental standards; and
provide enhanced customer services.
Capital expenditures in Ternium’s facilities during 2020 amounted to $560.0 million. The current status of the most
significant projects is described below.
Steel
Mexico. During 2020, Ternium’s capital expenditures in the steel segment in Mexico amounted to $361.7 million and
were mostly related to the following projects:
• New hot-rolling mill. During 2020, Ternium made progress on its project to build a new hot-rolling mill in its
Pesquería unit. The new line will have an annual production capacity of 4.4 million tons with total investment of
approximately $1.0 billion.
• Environmental and safety projects. During 2020, Ternium advanced various environmental and safety projects
mainly in the Guerrero, Puebla and Apodaca units. Of note during the year, Ternium enhanced its monitoring and
control systems of air emissions in these facilities. In addition, in the Guerrero unit Ternium made progress in the
improvement of the management system of the direct reduction facilities, the replacement of a pickling line’s tanks
and cleaning equipment, and the handling of DRI sludge.
Southern Region. During 2020, Ternium’s capital expenditures in Argentina amounted to $44.6 million.
Other Markets. During 2020, Ternium’s capital expenditures in our facilities located in other countries amounted to
$90.1 million and were mostly related to the following projects:
• New steel bar and coil mill in Colombia. In November 2020, Ternium commenced operations at a new steel bar
and coil mill in Palmar de Varela, Atlántico, Colombia. The new facility has an annual production capacity of
520,000 tons of reinforcing bars.
•
Several projects in Ternium Brasil’s facilities. During 2020, Ternium made progress on several projects aimed at
improving product quality and equipment reliability, reducing costs and improving environmental and safety
conditions. These projects included, among others, the expansion of the pulverized coal injection capacity at the
blast furnace, improvements in the coke boilers, the renovation of the mobile machine fleet, improvement and
expansion of buildings, improvements in the briquette supply system, the pavement of roads to improve air quality
and the installation of mud extraction systems at the blast furnaces.
Mining
During 2020, Ternium’s capital expenditures in its mining segment in Mexico were $63.6 million. Las Encinas’ capital
expenditures amounted to $14.4 million in the year, mainly related to progress in the construction of an emissions
51
capture system and a new desulphurisation plant at the Alzada unit, the replacement of mobile equipment and the
construction of a new deposit at one of its tailings dams.
Ternium’s share in Consorcio Peña Colorada’s capital expenditures amounted to $49.2 million, mainly related to
preparation works at a new iron ore body in the Peña Colorada mine and maintenance activities.
2021 Capital Expenditures
Ternium’s capital expenditures in 2021 are expected to be similar to those in 2020. The main capital expenditure
projects during 2021 will relate to the following:
•
•
•
•
completion of the above-mentioned new hot-rolling mill in the Pesquería unit in Mexico;
progress in the expansion of pulverized coal injection capacity to the blast furnaces at the Rio de Janeiro unit in
Brasil;
several projects aimed at further improving environmental and safety conditions throughout our main facilities; and
the expansion of service center capacity in several locations.
Raw Materials, Slabs, Energy and Other Inputs
The main inputs for Ternium’s facilities are the following: in Mexico, slabs, iron ore, steel scrap, electricity and
natural gas; in Brazil and Argentina, iron ore and metallurgical coal; and in Colombia, steel products, steel scrap and
electricity. Below is a more complete description of the supply conditions for raw materials, slabs, billets, energy and
other inputs at Ternium’s facilities in these countries. For a description of some of the risks associated with Ternium’s
access to raw materials, energy and other inputs, see Item 3. “Key Information—D. Risk Factors—Risks Relating to
the Steel Industry—Price fluctuations or shortages in the supply of raw materials, energy and other inputs could
adversely affect Ternium’s profitability.”
Mexico
In Mexico, Ternium’s manufacturing of finished steel products relies on the supply of crude steel from its steelmaking
facilities, which are based on the mini-mill technology, and on the purchase of crude steel slabs from third parties or
from other Ternium subsidiaries. The mini-mill technology melts a variable combination of DRI and steel scrap to
produce thin slabs, billets and round bars. Ternium’s production process in Mexico requires extensive use of natural
gas and electricity. Purchased slabs are the largest component of production costs; iron ore, scrap, electricity and
natural gas costs are also significant.
Slabs. Ternium’s Mexican subsidiaries have some non-integrated steel processing facilities that consume large
quantities of slabs purchased from third-party suppliers or from other Ternium subsidiaries. Currently, slabs are
purchased both in Mexico (primarily from ArcelorMittal) and in the international markets, including from Ternium
Brasil and, from time to time, Ternium Argentina. Slab consumption could vary significantly from year to year in
accordance with market conditions. Our Mexican subsidiaries purchased, either from third parties or from other
Ternium facilities, 3.0 million, 3.1 million and 3.3 million tons of slabs in 2020, 2019 and 2018, respectively. Slab
purchase prices are market-based.
Iron ore. As described under “—Production Facilities and Processes—Mining Production Facilities” above, Ternium’s
subsidiaries own interests in two mining companies in Mexico: 100% of the equity of Las Encinas and a 50% equity
stake in Consorcio Peña Colorada. Under our arrangement with Consorcio Peña Colorada, we are committed to off-
take 50% of the annual production of the Peña Colorada mine. In 2020, 3.3 million tons of iron ore were shipped from
these two companies to Ternium’s Mexican steel production facilities, representing 100% of their iron ore
requirements. In addition, Ternium shipped to third-parties 508,000 tons of iron ore. On average, we consume
approximately 0.9 tons of iron ore to produce one ton of crude steel at our mini-mill facilities in Mexico.
Steel scrap. In 2020, approximately 61% of Ternium’s scrap requirements was obtained in the Mexican market
through its own steel scrap collecting and processing operations and approximately 39% was purchased in the United
States. Scrap is purchased at market prices. On average, we consume approximately 0.5 tons of scrap to produce one
ton of crude steel at our mini-mill facilities in Mexico.
Electricity. Electric arc furnaces consume large quantities of electricity. In Mexico, Ternium purchases electricity from
Techgen S.A. de C.V., or Techgen, CFE and Iberdrola Energía Monterrey, S.A. de C.V., or Iberdrola.
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Techgen owns a natural gas-fired combined cycle power plant in the Pesquería area of the State of Nuevo León,
Mexico. Techgen is a joint venture company in which Ternium participates and contracts 78% of Techgen’s capacity
of approximately 900 megawatts, or MW. As the capacity contracted by Ternium is significantly higher than the
capacity currently required, Ternium resells unused electricity to the Mexican market. For further information on the
Techgen investment, see “—C. Organizational Structure—Other investments—Techgen”.
Ternium purchases electricity from Iberdrola under supply contracts, with electricity purchases under these contracts
being made at market prices less certain agreed discounts. Ternium's agreements with Iberdrola will expire in
November 2021. For further information on Ternium’s commitments with Iberdrola, see note 24(ii) (e) to the
consolidated financial statements included elsewhere in this annual report. On average, we consume approximately 0.7
megawatts-hour, or MWH of electricity to produce one ton of crude steel at our mini-mill facilities in Mexico.
In March 2021, the Mexican Congress approved a new law that significantly reforms the energy market in Mexico.
Among other changes, the new law grants priority to CFE over its competitors in the supply of electric power to the
Mexican market and mandates a revision of power generation and transaction agreements between CFE and
independent electric power suppliers. The law, which remains subject to implementing regulations by the competent
authorities, has already been challenged in court by affected players. There is uncertainty about the final outcome of
court review.
Natural gas. Natural gas is mainly used as a reducing agent for the production of DRI and for the reheating of slabs
and billets before the hot-rolling process. Ternium has secured with Centro Nacional de Control del Gas Natural, the
Mexican national center for natural gas control, natural gas transportation capacity on Sistema de Transporte y
Almacenamiento Nacional Integrado de Gas Natural, the Mexican natural gas transportation grid. Ternium has also
natural gas distribution agreements with Gas Industrial de Monterrey S.A. de C.V., or GIMSA, Compañía Mexicana
de Gas S.A. de C.V. and Naturgy Mexico S.A. de C.V.
In addition, Ternium has a one-year renewable natural gas supply agreement with BP Energía México S. de R.L. de
C.V., or BPEM, a subsidiary of British Petroleum. Natural gas prices in Mexico are mainly based on the Houston Ship
Channel reference price plus transportation, distribution and service costs depending on the location of the delivery
points in Mexico. On average, we consume approximately 7.9 million btu of natural gas to produce one ton of crude
steel at our mini-mill facilities in Mexico.
For additional information regarding inputs affecting our operations in Mexico, see Item 3. “Key Information—D.
Risk Factors—Risks Relating to the Countries in Which Ternium Operate—Mexico” and “—Risks Relating to
Ternium's Mining Activities.”
Brazil and Argentina
In Brazil and Argentina, Ternium produces crude steel through the use of blast furnace technology. The principal raw
materials used to produce steel are iron ore, metallurgical coal and, in Ternium Brasil, pulverized coal. The
manufacturing process also requires significant quantities of electricity and natural gas.
Iron ore. Iron ore is purchased under long-term agreements from suppliers in Brazil. Prices under these contracts are
determined in accordance with market conditions. Our main suppliers of iron ore, in the form of lumps, pellets and
sinter feed fines, are Vale and Vetria Mineração S.A. Our geographic location in Brazil provides favorable access to
high quality iron ore pellets, lumps and fines produced in Brazil’s iron ore mines in the Southeast Region mainly, and
our geographic location in Argentina provides favorable access to high quality iron ore lump and fines produced in
Brazil’s iron ore mines in the Pantanal Region (Mato Grosso do Sul state). In addition, Ternium Argentina’s
steelmaking facility receives iron ore pellets and fines from ports located on Brazil’s ocean coast. We consume
approximately 1.6 tons of iron ore to produce one ton of crude steel in Brazil and approximately 1.3 tons of iron ore to
produce one ton of crude steel in Argentina.
Metallurgical coal and related materials. Ternium Brasil and Ternium Argentina obtain their coke through the
distillation in their coke ovens of metallurgical coal and petroleum coke. The facilities require different types of coal to
produce coke. In addition, Ternium Brasil purchases other coal qualities to inject in the blast furnace. Coal is
purchased under short-term contracts and on the spot market from several major international suppliers based mainly
in Australia, the United States and Russia. Prices under contracts are determined in accordance with market conditions.
Ternium purchases petroleum coke produced by oil companies in Argentina and Brazil. The volume purchased from
each supplier mainly depends on the technical quality requirements of the blast furnace operations. We consume
approximately 0.7 tons of metallurgical coal, pulverized coal and imported coke to produce one ton of crude steel in
Brazil and 0.5 tons of metallurgical coal and petroleum coke to produce one ton of crude steel in Argentina.
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Electricity. Ternium Brasil and Ternium Argentina consume large quantities of electricity for their manufacturing
activities. The electricity required by Ternium Brasil is self-generated on site by its thermoelectric plant with an
installed power capacity of 490 MW, with excess electricity production sold in the Brazilian wholesale market. Part of
the electricity required by Ternium Argentina’s San Nicolás facility is self-generated on site by a wholly-owned
thermoelectric plant with an installed power capacity of 108 MW that operates with an utilization rate of
approximately 90%. These thermoelectric plants use steam primarily generated from co-product gases obtained in the
steelmaking process (blast furnace and coke oven gases).
Additional fuel requirements for steam production are covered with natural gas purchased from different market
vendors and/or, in the case of Ternium Argentina, fuel oil bought at market prices. Ternium Argentina covers
electricity shortfalls or sells surpluses, as the case may be, at spot prices with CAMMESA, the Argentine wholesale
electricity market manager. Argentine laws establish that large energy consumers must increase the share of renewable
energy consumption from 14% by 2020 to 20% by 2025. CAMMESA is responsible for meeting these renewable
energy consumption targets for those large consumers that do not procure renewable energy from other sources. We
purchase approximately 0.1 MWH of electricity to produce one ton of crude steel in Argentina.
Natural gas. Ternium Brasil and Ternium Argentina also consume substantial volumes of natural gas, particularly to
operate their steel plants and power generation facilities. Ternium Brasil purchases natural gas at market prices from
Companhia Distribuidora de Gás do Rio de Janeiro, or CEG. Ternium Brasil has a natural gas transportation and
distribution agreement with CEG that expired in December 2020, and the parties are conducting a renewal negotiation
process. We consume approximately 0.5 million btu of purchased natural gas to produce one ton of crude steel in
Brazil.
Ternium Argentina purchases natural gas at market prices mainly from Tecpetrol S.A., a company in which San
Faustin holds a controlling interest, Pluspetrol S.A., and natural gas traders, including MetroEnergía S.A., Rafael G.
Albanesi S.A., Natural Energy S.A., Energy Traders S.A., Gas Patagonia S.A. and Gas Meridional S.R.L. Over the
course of the past several years, natural gas demand in Argentina increased significantly, outpacing supply and thus the
provision of natural gas to industrial users (including Ternium Argentina) suffered restrictions during seasons of high
demand. Currently, natural gas restrictions are relatively low.
For its San Nicolás facility, Ternium Argentina has a long-term natural gas transportation agreement with
Transportadora de Gas del Norte S.A., or TGN, and a renewable one-year natural gas distribution agreement with
Litoral Gas S.A., or Litoral Gas. TGN and Litoral Gas are companies in which San Faustin holds significant but non-
controlling interests. For its other facilities Ternium Argentina’s natural gas transportation and distribution needs are
covered by the corresponding regional distributors Camuzzi Gas Pampeana S.A., Metrogas S.A. and Naturgy BAN
S.A. We consume approximately 3.7 million btu of purchased natural gas to produce one ton of crude steel in
Argentina.
Other inputs. Ternium Brasil and Ternium Argentina have on-site oxygen, nitrogen and argon separation plants in
order to extract these gases for use in the steelmaking process. Ternium Brasil’s separation plants are managed by a
consortium formed by Air Liquide Brasil Ltda., AirSteel Ltda., White Martins Gases Industriais Ltda., White Martins
Steel Ltda. and ThyssenKrupp MinEnergy GmbH under a long-term contract for the supply of air, oxygen, nitrogen
and argon. Ternium Argentina’s separation plants are managed by Air Liquide Argentina S.A. under a long-term
contract for the supply of oxygen, nitrogen and argon.
Colombia
In Colombia, Ternium’s manufacturing of finished steel products relies on three sources: (a) the production of steel in
its steelmaking facilities, which are based on the electric arc furnace technology; (b) the purchase of steel billets to be
processed in its recently inaugurated steel bar and coil mill; and (c) the purchase of steel products, both from our
overseas subsidiaries and from third parties. The electric arc furnace technology melts steel scrap to produce steel
billets, which are then rolled into various long products. Ternium’s production process requires extensive use of
electricity. Steel products are the largest component of production costs; scrap and electricity costs are also significant.
Semi-finished and finished steel products. Ternium’s operations in Colombia include non-integrated facilities that
process steel supplied by Ternium’s overseas subsidiaries and semi-finished and finished steel purchased from third-
party suppliers procured in the domestic and international markets. We purchased from third parties approximately
283,000 tons of semi-finished and finished steel products in 2020, 299000 tons in 2019 and 364,000 tons in 2018.
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Steel scrap. Scrap is the main raw material for producing steel in our steelmaking facilities in Colombia. Ternium
sources 100% of its steel scrap needs from the local scrap market. We consume approximately 1.1 tons of scrap to
produce one ton of crude steel in Colombia.
Electricity. Manizales is our main electricity consuming unit in Colombia, mainly due to its electric arc furnace-based
steel production operations. Manizales purchases electricity from Isagen S.A. E.S.P., a Colombian power company,
under a supply contract expiring in December 2021. The electricity price is based on a fixed rate adjusted by the
wholesale price index with certain pre-set premiums or discounts in the event prevailing market prices reach a level
above or below certain thresholds. We consume approximately 0.6 MWH of electricity to produce one ton of crude
steel in Colombia.
Product Quality Standards
Ternium develops its products and services with a philosophy of continuous improvement and seeks to excel in its
internal quality control of its products and processes. Ternium’s products are manufactured in accordance with
proprietary standards and the requirements of customers, and within the specifications of recognized international
standardization entities including the International Organization for Standardization, or ISO, the American Society for
Testing and Materials, the European Standards, the Japanese Industrial Standards, the Society of Automotive
Engineers, and the standards of the American Petroleum Institute. Ternium also has product certifications based on
international or local standards depending on the markets served.
Ternium established and implemented a Quality Management System, or QMS, and continuously improves its
effectiveness in compliance with the requirements of the applicable ISO 9001:2015 and IATF 16949:2016, intended
for production of automotive supplies, and other specific requirements. Ternium’s QMS operates with aligned
strategies, objectives and criteria throughout Ternium’s subsidiaries. To keep its ISO multisite certification, the QMS
is audited annually by Lloyd’s Register Quality Assurance.
Ternium Mexico’s, Ternium Brasil's and Ternium Argentina’s metallurgical testing laboratories are accredited for the
performance of various relevant technical tests in accordance with ISO/IEC 17025:2017 General Requirements for the
Competence of Testing and Calibration Laboratories or equivalent standards.
In 2020, Ternium launched its Product Safety Management program, in accordance with IATF 16949:2016,
encompassing steel products incorporated in safety components of vehicles. This program aims at contributing to the
automotive industry's goal of preventing massive product recall events.
Research and Development; Product Development
Ternium’s business strategy is based on offering a complete range of value-added, high-end products, with an
emphasis on creating and manufacturing increasingly sophisticated steel products for new applications and industries.
A Collaborative Approach to Product Research and Development
At Ternium, we carry out applied research efforts in different ways. We develop steel products through in-house
programs, joint projects with leading industrial customers, joint efforts with recognized universities or research
centers, and through our participation in international consortia. Ternium has identified synergies in collaborating with
its customers in the early stages of their projects. Anticipating our customers' upcoming steel product requirements
through our participation in joint development projects is key not only to build customer relationships but also to plan
and develop new processes, which may sometimes require the addition of new equipment and technology.
Ternium’s research programs are developed at its own facilities, complemented with participation in a broad-based
international network of industry consortia, universities and research laboratories. The company's research facilities
include laboratories in Mexico, Brazil and Argentina, to test product performance and simulate production processes.
Ternium has recently reinforced its research infrastructure with the incorporation of a new coking pilot plant in
Argentina and the upgrade of a steel corrosion testing laboratory in Mexico. In addition, the company has launched the
construction of a new research and development center in Mexico. The new state-of-the-art facilities, expected to be
inaugurated in 2021, will incorporate new equipment to test product performance. The ongoing pandemic has
disrupted the collaboration of universities and research laboratories with Ternium. Once the pandemic recedes, we
expect to normalize these activities that, before the COVID-19 outbreak, involved over 50 institutions from both the
public and private sectors. The goal is to design and develop the best solutions to support an agenda aimed at achieving
better and more sustainable steel. Research spans the entire production cycle, from primary steel making and
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metallurgy, to rolling and coating. Ternium is a member of WorldAutoSteel, an organization comprising some of the
world’s major steel producers. Under the auspices of worldsteel, the group regularly updates the automotive industry
on upcoming new steel capabilities available to meet their design and manufacturing requirements.
The company is engaged in several product development projects in partnership with industrial customers, and in-
house projects as well. Ternium promotes the participation of university researchers and students from some of the
world’s most prestigious institutions at projects' early stages. We engage universities in our research efforts in order to
expand and further diversify Ternium’s research network and capabilities. This initiative fosters the development of
fundamental knowledge and know-how at participating universities while enabling the optimization of Ternium’s in-
house research resources. Approximately thirty undergraduate and postgraduate students pursuing degrees in
engineering, materials science and metallurgy take part in the program.
Investing in New Equipment and Technologies
The inauguration of the Ternium Industrial Center in Pesquería, Mexico, in 2013, gave way to an intensive product
development period. The company broadened its product portfolio with sophisticated high-end steel products for the
manufacturing industry, particularly automotive manufacturers. These developments were made possible with the
addition of new production technologies to Ternium's industrial system at the Pesquería unit, such as cold-rolled steel
and galvanized products that provide corrosion resistance to external vehicle parts.
The installation in 2015 of state-of-the-art cooling technology in the hot strip mill of the company's Churubusco unit in
Mexico, has allowed developing and processing new advanced high-strength steel grades, including dual phase, ferrite-
bainite, martensitic and complex phase grades. Based on these new capabilities, we have further widened Ternium's
high-end product portfolio for customers in the automotive, metalmechanic, home appliance, oil & gas and electric
motors industries.
More recently, with the start-up of new galvanizing and painting lines in Ternium's Industrial Center in Pesquería in
2019, the company was able to widen its product portfolio for automotive and home-appliance manufactures and other
industrial sectors. In 2020, with the start-up of Ternium's new steel bar and coil mill in Palmar de Varela, Colombia,
the company will soon be able to offer leading anti-seismic steel products for the Colombian construction sector, with
improved resistance and toughness compared to those currently available in the market.
Regulations
Environmental Regulation
Ternium’s operations (including mining activities in Mexico) are subject to a broad range of environmental laws,
regulations, permit requirements and decrees relating to the protection of human health and the environment, including
laws and regulations relating to land use; air emissions; wastewater treatment and discharges; the use, handling and
disposal of hazardous or toxic materials and the handling and disposal of solid wastes. Laws and regulations protecting
the environment have become increasingly complex and more stringent and expensive to implement in recent years.
International environmental requirements may vary. Ternium’s corporate environmental and energy policy commits
each of its business units to comply with all applicable environmental laws and regulations, and aims to achieve the
highest standards of environmental performance as a basis to enhance sustainable development. Compliance with
environmental laws and regulations, and monitoring regulatory changes, is addressed primarily at the regional level.
The ultimate impact of complying with existing and expected laws and regulations is not always clearly known or
determinable since regulations under some of these laws have not yet been promulgated or are undergoing revision.
The expenditures necessary to remain in compliance with these laws and regulations, including site or other
remediation costs, or costs incurred from potential environmental liabilities, could have a material adverse effect on
our financial condition and profitability. While we incur and will continue to incur expenditures to comply with
applicable laws and regulations, there always remains a risk that environmental incidents or accidents may occur that
may negatively affect our reputation or our operations.
Ternium has not been subject to any material penalty for any environmental violations in 2020, and we are not aware
of any current material legal or administrative proceedings pending against Ternium with respect to environmental
matters which could have an adverse material impact on Ternium’s financial condition or results of operations. Below
is a summary of relevant legislation applicable to Ternium.
Mexico:
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Mexican environmental laws establish the “polluter pays” principle, pursuant to which the individual that causes an
environmental breach is responsible for restoring the environment to its pre-pollution condition and face economic
and, in some cases, criminal liabilities. Mexican regulations also establish an annual report scheme of GHG emissions.
In addition, Mexican regulations provide for carbon dioxide emission taxes through taxes on fuels, with rates reviewed
annually, depending on their efficiency in terms of carbon dioxide emission per unit of energy obtained. The carbon
dioxide emission tax for natural gas is currently zero. Mexico has also started a pilot trade market for carbon dioxide
emissions. Ternium Mexico is a large consumer of natural gas. For further information see “—Raw Materials, Slabs,
Energy and Other Inputs.”
Brazil:
The Company’s activities are subject to wide-ranging Brazilian environmental legislation at the federal, state and
municipal levels that govern, among other aspects, effluents, atmospheric emissions and the handling and final
disposal of hazardous waste, as well as the obligation to obtain operating licenses for the installation and operation of
potentially polluting activities.
Brazilian environmental legislation imposes criminal and administrative penalties on natural persons and legal entities
that commit environmental crimes or infractions, as well as for the obligation to repair the environmental damage
caused. Environmental crimes or infractions could subject the Company to penalties that include:
·
fines that at the administrative level could reach as high as BRL50 million, depending on the violator’s economic
capacity and past record, as well as the severity of the facts and prior history, with the amounts potentially doubled
or tripled in the case of repeat offenders;
· suspension of or interference in the activities of the respective enterprise; and
·
loss of benefits, such as the suspension of government financing and the inability to qualify for public bidding
processes and tax breaks.
In addition, strict liability is applicable to environmental crimes for both natural persons and legal entities.
Environmental legislation also provides for disregarding the legal status of a company’s controlling shareholders
whenever such status represents an impediment to receiving restitution for environmental damages.
In the civil sphere, environmental damage results in joint and several liability as well as strict liability. This means that
the obligation to repair the environmental damage may affect all those directly or indirectly involved, regardless of any
proof of who is to blame. As a result, the hiring of third parties to intervene in its operations to perform such services
as final disposal of solid waste does not exempt the Company from liability for any environmental damage that may
occur.
Argentina:
Argentine environmental laws and regulations require the renewal of environmental licenses and emission permits
every two or four years, depending on the activity. Although such renewals may take longer than expected and the
renewal process may extend beyond the due date of the then current licenses and permits, no shut down orders against
the Company have ever been issued while the renewal processes are ongoing. In addition, Argentine environmental
laws and regulations require mandatory environmental insurance to cover facilities that use hazardous materials. Based
on the outcome of a revision of environmental regulations during 2020, it is expected that more stringent air quality
standards will be gradually imposed.
During 2016, Argentina issued new legislation providing for mandatory minimum shares of renewable energy in total
electricity consumption. For further information see “—Raw Materials, Slabs, Energy and Other Inputs—Brazil and
Argentina—Electricity”.
In December 2017, the Argentine Congress approved a new tax on carbon emissions. The tax does not apply to
metallurgical coal and petroleum coke since these products are used mainly as raw materials in the production process
of Ternium Argentina.
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Mining regulations in Mexico
Because our operations in Mexico include mining, we are also subject to Mexican regulations relating to mining and
mining concessions. Under Mexican law, mineral resources belong to the Mexican nation and a concession from the
Mexican federal government is required to explore for or exploit mineral reserves. Pursuant to Mexico’s Mining Law,
mining concessions may only be granted to Mexican individuals and to legal entities incorporated under Mexican law.
Foreign investors may hold up to 100% of the shares of such entities.
A mining concession allows its holder to perform both exploration works (including identifying mineral deposits and
quantifying and evaluating economically minable reserves) and exploitation works (including detaching and extracting
mineral products from such deposits). Mining concessions are granted for a 50-year period from the date of their
recording in the Public Mining Registry; following the expiration of the initial concession term, the concessions are
renewable for an additional 50-year term in accordance with, and subject to, the procedures set forth in the Mining
Law.
Mining concessions grant several specified rights to the concessionaire, including:
•
•
•
the right to dispose freely of mineral products obtained as a result of the exploitation of the concession;
the right to obtain the expropriation of, or an easement with respect to, the land where the exploration or
exploitation will be conducted; and
the use of water in the mine to facilitate extraction.
In addition, a holder of a mining concession is obligated, among other things, to explore or exploit the relevant
concession (including the achievement of minimum investment targets), to pay for any relevant mining rights, to
comply with all environmental and safety standards, and to provide information to and permit inspections by the
Secretariat of Economy. Mining concessions may be terminated if the obligations of the concessionaire are not
satisfied.
A company that holds a concession must be registered with the Public Mining Registry. In addition, mining
concessions and permits, assignments, transfers and encumbrances must be recorded with the Public Mining Registry
to be enforceable. We believe that our material mining concessions are duly registered in the Public Mining Registry.
For information regarding amendments to the Mining Law and regulations in Mexico, see Item 3. “Key Information—
D. Risk Factors—Risks Relating to Ternium's Mining Activities—Required governmental concessions could be
subject to changes or termination, permits and rights of use and occupancy could be difficult to obtain or maintain and
taxes or royalties applicable to the mining industry could increase, all of which could adversely affect Ternium's
mining activities and operating costs.”
Trade regulations
Intense global competition in the steel industry lead many countries, from time to time, to increase duties or impose
restrictions on steel product imports to protect their domestic industries from trades that are not made under market
conditions or that are otherwise unfair. Such measures protect domestic producers from increased imports sold at
dumped or subsidized prices. Mexico, Colombia and the United States, among other countries, have several trade
remedy measures in place. In addition to antidumping and countervailing measures, in 2018 the United States imposed,
under Section 232 of the Trade Expansion Act of 1962, a 25% tariff on steel imports; however, Australia, Canada and
Mexico are exempted from the tariff; although Argentina, Brazil and South Korea were also exempted, they were
subject to quota system agreements covering steel imports from those countries.
Bilateral or regional free trade agreements have liberalized trade among some countries, providing for reduced or zero
tariffs for many goods, including steel products. The entry into force of various free trade agreements and certain
countries’ imposition of trade remedy measures can and have both benefited and adversely affected Ternium’s home
markets and export sales of steel products, as described below. For further information, see also Item 3. “Key
Information—D. Risk Factors—Certain Regulatory Risks and Litigation Risks—International trade actions or
regulations and trade-related legal proceedings could adversely affect Ternium’s sales, revenues and overall business.”
Relevant free trade agreements and trade remedy measures, by country, are described below:
Mexico
Imports of steel products to Mexico:
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The Mexican government has imposed certain antidumping measures on imports of steel products that are similar to
the ones produced by Ternium Mexico. The following is a description of measures currently in effect and ongoing
investigations:
•
Slabs: On September 21, 2020, the Mexican government initiated an antidumping investigation on imports of steel
slabs from Brazil and Russia. No preliminary determination has been made as of the date of this annual report.
• Hot-rolled products: On March 28, 2000, the Mexican government imposed antidumping duties on the Russian
Federation and Ukraine of 30.31% and 46.66%, respectively, on hot-rolled products. The measure has been
extended four times for five years each, on March 17, 2006; on September 8, 2011 (modifying the duties to 21%
and 25% for Russia and Ukraine respectively); on January 28, 2016 and on March 23, 2021. On July 19, 2013, the
Mexican government initiated an anti-circumvention investigation on imports of boron-alloyed hot-rolled products
from Russia. On March 21, 2014, Mexico’s Secretariat of Economy published the final determination on the
investigation, by which boron-alloyed hot-rolled products from Russia are now subject to a 21% antidumping duty.
Furthermore, on December 22, 2015, the Mexican government published the final antidumping determination
imposing definitive and specific antidumping duties on China ($354.92 per ton, except for imports from Tangshan
Iron and Steel Group Company Limited, which were fixed in $335.60 per ton), Germany ($166.01 per ton, except
for imports from ArcelorMittal Bremen GmbH, which were fixed in $137 per ton) and France ($75.59 per ton,
except for imports from ArcelorMittal Mediterranée S.A.S., which were fixed in $67.54 per ton), on hot-rolled
products. This measure is undergoing a sunset review.
• Plate in coils: Since June 1996, an antidumping duty of 29.3% has been in place on imports from Russia. The
measure has been extended four times, in June 2003, June 2007, November 2012 and May 2017. On July 5, 2013,
the Mexican government initiated an anti-circumvention investigation on imports of boron-alloyed plate in coil
imports from Russia. On February 19, 2014, Mexico’s Secretariat of Economy published the final determination on
the investigation by which boron-alloyed plate in coil imports are now subject to a 29.3% antidumping duty.
• Cold-rolled products: In June 1999, Mexico imposed antidumping duties on cold-rolled steel sheets from the
Russian Federation and Kazakhstan of 15% and 22% respectively. The measure has been extended four times, in
December 2005, December 2010, July 2015, and August 2020. In addition, on October 1, 2012, the Mexican
government initiated an antidumping investigation on cold-rolled steel imports from South Korea. On December
26, 2013, Mexico’s Secretariat of Economy published a suspension agreement under which Korean exporters,
Posco and Hyundai Hysco Company Limited, or Hyundai, voluntarily undertook to limit their cold-rolled products
exports to the Mexican market. On May 25, 2016, the Mexican authorities initiated a change of circumstances
review of this suspension agreement, and on June 13, 2017, the Secretariat of Economy issued a final determination
increasing Posco’s and Hyundai’s quotas for 2017 and 2018. On August 23, 2018, the Mexican government
initiated a sunset review of the agreement and issued a final affirmative determination on November 1, 2019. On
May 14, 2019, Mexico initiated a second change of circumstances review of the suspension agreement for Posco
and on November 5, 2020, a final determination was issued increasing Posco's quota for the years 2019 to 2023.
Furthermore, on June 19, 2015, Mexico imposed antidumping duties on cold-rolled steel products from China of
between 65.99% and 103.41%, with rates depending on the Chinese exporting company. This measure is
undergoing a sunset review. On December 2015, Mexico initiated a circumvention inquiry against cold rolled steel
products with boron added from China. On July 11, 2016, the Mexican government issued a final determination
confirming China’s circumvention practice and thus, extending the antidumping duties.
• Coated flat products: On December 17, 2015, the Mexican government initiated an antidumping investigation on
coated flat products from China and Taiwan. On July 29, 2016, Mexico issued a preliminary determination
imposing provisional antidumping duties on Chinese exports of between $192 and $438 per ton, and of $563 per
ton on Taiwanese products. On June 5, 2017, Mexico issued a final determination imposing antidumping duties on
Chinese exports of between 22.22% and 76.33%, and of between 22.26% and 52.57% on Taiwanese products. On
November 21, 2017, Mexico amended its final determination imposing antidumping duties applicable to products
sold by Chinese companies, one of which was imposed duties for $187 per ton, while others face duties ranging
between 22.26% and 76.33% of the products’ price.
• Reinforcing bars: Since 1995, imports of reinforcing bars from Brazil are subject to an antidumping duty of
57.69%. Subsequent sunset reviews determined the continuation of the antidumping duty for additional five-year
periods. This measure is currently undergoing a new sunset review.
• Wire rod: Since September 2000, imports of wire rod from Ukraine are subject to an antidumping duty. The initial
antidumping margin was 30.52%. In June 2006, the first sunset review resolution determined the continuation of
the antidumping duty for five more years. On September 7, 2010, a second sunset review was initiated, and on
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March 7, 2012, the Mexican government increased the antidumping duty to 41% until September 2015. The
Mexican government initiated the third sunset review on September 4, 2015, and extended the measures for an
additional five-year period on September 2, 2016. This measure is undergoing a new sunset review. In addition, on
September 2, 2015, the Mexican government initiated an antidumping investigation on wire rod from China. On
July 28, 2016 the Mexican government imposed a specific antidumping duty of US$0.49 per kilogram for five
years.
• Welded Tubes: On December 7, 2016, the Mexican government initiated an antidumping investigation on welded
tubes of circular, square or rectangular cross section from China. On March 8, 2018, Mexico imposed final
antidumping duties on Chinese exports of between $356 and $618 per ton.
On February 9, 2010, the Mexican Government issued a decree reducing the import tariffs on several steel product
groups. The tariff for finished products was set at 0% starting in 2012 (from 3% in 2011, 5% in 2010 and 7% in 2009).
The tariff for semi-finished products was set at 0% starting in 2012 (from 3% in 2011 and 2010, and 5% in 2009) and
the tariff for welded pipe products was set in a range from 0% to 5% starting in 2012 (from 7% in 2011 and 2010, and
10% in 2009). Three companies (including Ternium) and an industry related labor union sought an injunction (acción
de amparo) against these government decisions in early 2012 when the tariffs went to 0%. The legal action taken by
the companies was rejected by the courts, but the legal action taken by the labor union had a positive preliminary
outcome. As a result, the government reestablished on August 1, 2012, a 3% tariff on some semi-finished, flat, long
and pipe and tube steel products. At the beginning of May 2015, the tariffs were removed again. However, on October
7, 2015, the Mexican Government issued a decree imposing a temporary 15% import tariff on steel products other than
semi-finished products, including plate, hot-rolled, cold-rolled, coated, tubular, structural and wire rod, applicable to
imports from countries with whom Mexico had no trade agreement in place. Such import tariff will remain at 15%
until September 21, 2021, and will be gradually reduced (10% until September 21, 2023 and 5% until lifted on August
21, 2024), with the exception of certain products that have different tariff reduction schedules (such as two-size zinc
plated steel sheets and some seamless pipe products, towers and lattice masts).
Exports of steel products from Mexico:
U.S. authorities have imposed a number of measures on steel import products from Mexico, thereby restricting
Ternium’s exports to the U.S. The following is a description of measures currently in effect and ongoing
investigations:
• Carbon and alloy steel wire rod: Ternium Mexico's wire rod exports are subject to an antidumping duty of 40.52%
pursuant to the latest administrative review on the antidumping duty order on carbon and certain alloy steel wire
rod. On August 27, 2020, as a result of the most recent sunset review, such duty was extended for five more years.
• Pipe and tube: During 2007, U.S. authorities initiated an antidumping investigation of light-walled rectangular pipe
and tube, or LWRPT, from, among other countries, Mexico. On June 13, 2008, the authorities made a final
determination of sales at less than fair value in the investigation of LWRPT from Mexico and, consequently,
imposed antidumping duties. On February 18, 2011, the authorities published the final results of the first
administrative review by which Mexican LWRPT exports were subject to an antidumping duty of 6.13% until May
23, 2014, when U.S. authorities made a final affirmative sunset review of 2.40% for Maquilacero and 3.76% for
certain other companies subject to the review, including Ternium Mexico. On March 12, 2018, U.S. authorities
published the final results of the 2015-2016 administrative review, which did not impose any antidumping duties
on Prolamsa and Aceros Cuatro Caminos S.A. de C.V., but imposed an antidumping duty of 3.76% on other
exporters. On April 22, 2019, the U.S. authorities imposed a duty range of between 8.32% and 17.65% for certain
Mexican producers or exporters as a result of the 2016-2017 administrative review. As a result of the 2017-2018
review, Ternium Mexico’s current margin is 3.17%. On August 4, 2020, as a result of the most recent sunset
review, such duty was extended for five more years. On August 10, 2015, U.S. authorities initiated an antidumping
investigation on imports of heavy-walled rectangular pipe and tube, or HWRPT, from Korea, Turkey and Mexico.
On September 13, 2016 the authorities issued an antidumping duty order on imports of HWRPT, imposing an
antidumping duty range of between 2.34% and 3.82% for Korea, 17.83% and 35.66% for Turkey, and in the case of
Mexico 3.83% for Maquilacero, 5.21% for Productos y Laminados de Monterrey and 4.91% for Ternium Mexico
and others. On July 10, 2019, the U.S. authorities issued the final results of the 2016-2017 administrative review
imposing duties of 1.43%, 8.09% and 6.13% on Maquilacero, Prolamsa and other exporters including Ternium,
respectively. On July 13, 2020, U.S. authorities issued the final results of the 2017-2018 administrative review
imposing duties of 4.89%, 7.47% and 4.91% on Maquilacero, Prolamsa and other exporters, respectively; Ternium
Mexico was not subject to this review as no shipments were recorded during the period.
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• Welded pipes: Since 1992, pursuant to an antidumping duty order on circular welded non-alloy steel pipe -or
standard pipe- from various countries, including Mexico, standard pipes manufactured by Hylsamex and Grupo
Imsa were subject to antidumping duties. In 2007, such measures were extended for five more years. In August
2009, U.S. authorities published the final results of a changed circumstances review, concluding that Ternium
Mexico is the successor-in-interest to Hylsamex for purposes of determining antidumping duty liability. In
accordance with the latest administrative review, the applicable duty for Ternium Mexico is 24.17%. The measure
has since been extended two more times, in 2012 and February 2018.
• Reinforced bars: On November 6, 2014, U.S. authorities made a final determination on reinforced bar imports from
Mexico, imposing antidumping duties between 20.58% and 66.70%. As a result of the 2016-2017 administrative
review, the U.S. Government imposed a duty of 3.65% on Mexican producers, including Ternium Mexico. As a
result of the 2016-2017 administrative review, the U.S. Government imposed duties of 7.12% for Deacero, 1.46%
for Grupo Simec and 5.54% for other Mexican producers, including Ternium Mexico. The measure was renewed
on October 22, 2020 for five more years.
Trade agreements:
Mexico has signed trade agreements with several countries or trade blocs aimed at liberalizing trade between them:
NAFTA was signed among Canada, Mexico and the United States and came into effect on January 1, 1994. NAFTA
provided for the progressive elimination over a 10-year period of duties on, among other things, steel products traded
between or among Mexico, the United States and Canada. As a result, zero tariffs applied to steel products traded
within NAFTA countries, with the exception of the application of the above-mentioned imposition of a 25% tariff on
steel imports under Section 232 of the Trade Expansion Act of 1962 to Mexico and Canada during 2018 and 2019.
During 2019, Mexico and the United States agreed to waive such tariff, subject to an agreed premise of continuous
monitoring for surges in steel imports and transshipment of non-NAFTA material into the United States. NAFTA was
subsequently replaced by the United States-Mexico-Canada Agreement, or USMCA, which became effective in July
2020. The United States, Mexico and Canada agreed to modify the definition of "North American steel" (with such
amendment becoming effective in July 2027), for purposes of vehicles being awarded preferential treatment under
USMCA, restricting the defined term to steel melted and poured within the three countries.
The Mexican-European Free Trade Agreement, or MEFTA, became effective on July 1, 2000. MEFTA provided for
the phase-out and eventual elimination of Mexican and European duties on all industrial goods, including finished steel
products. The European Union eliminated all import duties on Mexican industrial goods, including finished steel
products, as of January 1, 2003, while Mexico eliminated all import duties on European industrial goods, including
finished steel products, as of January 1, 2007. During April 2018, the European Union and Mexico concluded
negotiations to bring the MEFTA up to date. The amended agreement, which is not yet effective, does not provide for
changes in steel trade conditions. Following BREXIT, Mexico and the UK reached a Trade Continuation Agreement.
The UK continues to apply preferential tariff rates for Mexico. In return, Mexico will refund the duties paid since
January 2021 when the Agreement enters into force.
The Economic Partnership Agreement between Japan and Mexico came into force on April 1, 2015. The new
agreement provides for a phase-out and eventual elimination of Mexican and Japanese duties on all industrial goods
within a ten-year period. Beginning on April 1, 2015, all duties on steel products were eliminated. Until March 31,
2015, an import duty of 3% was applicable to Japanese steel imports.
Mexico and Argentina signed an Economic Complementation Agreement, or ACE 6, in November 2003, whereby
reciprocal tariff preferences were granted. In 2006, Mexico and Argentina modified the ACE 6 Agreement, reducing to
zero import duties on imports of certain steel products from the other country. Zero import duties included exports
from Mexico to Argentina and from Argentina to Mexico for up to 90,000 tons per year of slabs, 60,000 tons per year
of cold rolled coils and 30,000 tons per year of corrosion resistant coils, including hot dip galvanized and pre-painted
sheets.
The Comprehensive and Progressive Agreement for Trans-Pacific Partnership, or CPTPP, was signed by Mexico
together with Australia, Brunei, Canada, Chile, Japan, Malaysia, New Zealand, Peru, Singapore and Vietnam,
becoming effective in December 2018.
Mexico is also a party to trade agreements with Colombia, Japan, Chile, Bolivia, Nicaragua, Costa Rica, Uruguay and
the European Free Trade Association, an intergovernmental organization set up by Liechtenstein, Norway, Iceland and
Switzerland among others.
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Argentina
Imports of steel products to Argentina:
In the past, the Argentine government imposed various antidumping measures on imports of certain flat steel products
that compete directly with Ternium’s sales in Argentina. After several subsequent revisions of such cases, there are
currently no measures in place.
Trade agreements:
Argentina has signed free trade agreements with several countries or trade blocs aimed at liberalizing trade between
them, including the following:
In early 1991, Argentina entered, together with Brazil, Uruguay and Paraguay, into the Treaty of Asunción, creating
the Mercado Común del Sur (Southern Common Market, or "Mercosur"), a common market organization that aimed to
bring about the free movement of goods, capital, services and people among its member states. In 2004, the Mercosur
members entered into the Protocol of Ouro Preto, creating a customs union among them. On January 1, 2013,
Venezuela became a full member of Mercosur but was suspended in December 2016. Over time, Mercosur has
eliminated or significantly reduced import duties, tariffs and other trade barriers among member states. Since January
1, 2000, zero tariffs apply to steel products traded among them.
Applicable steel import tariffs to Mercosur member countries from non-member countries currently range between 2%
and 16%. However, every six months, Mercosur members may exempt from tariffs a limited number of products
imported from non-member countries. Uruguay has elected to exempt certain steel products, including cold-rolled
sheets and galvanized flat steel products. This exemption regime is expected to be in force until December 31, 2022,
but has been extended in the past and, if agreed by Mercosur member countries, could again be extended in the future.
In 2004, Mercosur and the Comunidad Andina de Naciones (Andean Community, or "CAN"), currently including
Bolivia, Colombia, Ecuador and Peru, signed a free trade agreement aimed at reducing and eventually eliminating
tariffs on steel products traded among member countries. While all tariffs on steel products traded between Argentina
and Bolivia and between Argentina and Peru have been eliminated, the elimination of tariffs on steel products traded
between Argentina and Ecuador and Argentina and Colombia are subject to a pending agreement on rules of origin
specifications. Mercosur entered into a trade agreement with Chile in 2005. As a result, all tariffs on steel products
traded between Mercosur and Chile have been eliminated. In addition, Mercosur is negotiating a free trade agreement
with the European Union. On June 28, 2019, the parties reached an agreement in principle that is not yet effective.
In November 2003, Argentina and Mexico signed the ACE 6. For further information, see “—Regulations—Trade
Regulations—Mexico.”
Colombia
Imports of steel products to Colombia:
The Colombian government has imposed certain antidumping and safeguard measures on imports of steel products.
The following antidumping measures are currently in effect:
• Low-carbon wire rods: On October 8, 2013, the Colombian government imposed provisional safeguard duties of
21.29% on imports of low-carbon wire rods from countries belonging to the World Trade Organization (WTO),
with the exception of Cuba, Ecuador, the United States and Venezuela. On April 30, 2014, Colombia imposed final
safeguard duties of 21.29% on imports of low-carbon wire rod from WTO members with the exception of
Argentina, Chile, Ecuador, Costa Rica, the United States and Canada, to remain in force for a period of one year
that ended on March 31, 2015. On October 2015, the Colombian government imposed provisional antidumping
duties on imports of low-carbon wire rod from China, consisting on a duty calculated based on a price of $541.06
per ton less the actual FOB import price for such product, in force until the end of March 2016. On May 11, 2016,
Colombia imposed final antidumping duties of $419 per ton less the actual FOB import price, for a five-year
period.
•
Steel “L” and “U” profiles: On August 24, 2018, the Colombian government imposed provisional antidumping
duties on imports of steel “L” and “U” profiles from China, consisting on a duty calculated based on a price of
$473.28 per ton less the actual FOB import price for such product, for a two-year period. This measure is
undergoing a sunset review.
62
• Galvanized flat steel products: On March 5, 2014, Colombia imposed final antidumping measures on imports of
galvanized flat steel products from China, to remain in force for a period of three years, consisting of a duty
calculated based on a price of $824.57 per ton less the actual FOB import price for such product. On December 19,
2017, Colombia renewed the antidumping measure for a period of three years, changing the duty to 47.62%. this
measure is undergoing a sunset review.
On March 13, 2019, the Colombian government imposed a temporary 8.5% import tariff on steel reinforced bars for a
period of two years.
Trade agreements:
Most steel imports to Colombia from countries with whom Colombia does not have a free trade agreement in place,
are subject to import tariffs of between 5% and 10%.
Colombia has entered into free trade agreements with several countries or trade blocs aimed at liberalizing trade
between them.
CAN is a trading bloc, currently including Bolivia, Colombia, Ecuador and Peru, established during 1993 and
approved in 1994 for the purpose of promoting trade relations among its members and between CAN and the rest of
the world. The treaty formalized a customs union among CAN’s member states. Over time, CAN has eliminated or
significantly reduced import duties, tariffs and other trade barriers among member states. In particular, zero tariffs
have applied to steel products imported from other member states since January 1, 2000. CAN and Mercosur have
signed a free trade agreement. For further information, see “—Regulations—Trade Regulations—Argentina.”
During June 1994, Colombia and Mexico signed a free trade agreement. For further information on this agreement see
“—Regulations—Trade Regulations—Mexico.”
On August 9, 2007, Colombia, El Salvador, Guatemala and Honduras established the Triángulo Norte (North
Triangle), or TN, free trade agreement. Members of the TN signed multilateral agreements related to funds transfers
and local and most favored nation statuses, and signed bilateral agreements aimed at reducing trade duties. Colombia’s
free trade agreement with Guatemala started on November 12, 2009; with El Salvador on February 1, 2010; and with
Honduras on March 27, 2010. Under TN, zero tariffs apply to several steel products imported from other member
states.
Colombia’s free trade agreement with the United States became effective in October 2011. Under this agreement, steel
import tariffs from Colombia to the United States will remain at 0% and steel import tariffs from the United States to
Colombia will decrease from a range of between 5% and 10% in 2011 to 0% in one, five or 10 years according to the
product category. In particular, wire rods import tariffs became 0% beginning in 2012 and rebar import tariffs will
decrease gradually, reaching 0% in 2021. On March 8, 2018, the U.S. president imposed a 25% tariff on steel imports,
in force since March 23, 2018. See Item 4. “Information on the Company—B. Business Overview—Regulations—
Trade Regulations—United States.”
In addition, Colombia has signed free trade agreements with Chile, Canada, Costa Rica, the European Union, South
Korea and Israel, in effect since May 2009, August 2011, August 2016, August 2013, July 2016 and August 2020,
respectively, and has signed free trade agreements with Panama and the U.K., which are not yet effective. Colombia is
currently negotiating free trade agreements with Japan and Turkey.
United States
U.S. authorities have imposed a number of measures on steel import products. Below is a description of measures
currently in effect and ongoing investigations:
Imports of steel products to the United States:
• Hot-rolled products: On July 1999, the U.S. authorities imposed antidumping duties on hot-rolled products from
Russia, currently of up to 184.56%. During October 2016, the measure was extended for five more years. During
November 2001, the U.S. government imposed antidumping and countervailing duties on certain hot-rolled carbon
steel flat products from China, India, Taiwan, Thailand, Russia, Indonesia and Ukraine. Current antidumping duties
range between 12.34% and 90.83% for China, 36.53% and 44.40% for India, 47.86% for Indonesia, 20.28% and
29.14% for Taiwan, 4.41% and 20.30% for Thailand and 90.33% for Ukraine, with rates depending on the
exporting company. Current countervailing duties range between 336.62% and 360.23% for India and are set at
10.21% for Indonesia and 2.38% for Thailand. These measures were last confirmed in August 27, 2019. In
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addition, on September 24, 2015, the U.S. government initiated antidumping and countervailing investigations on
hot-rolled products from Australia, Brazil, Japan, Korea, the Netherlands, Turkey and the United Kingdom. On
October 3, 2016, the government issued antidumping and countervailing duty orders for a five-year period.
Antidumping duties were imposed at the following rates: 29.58% for Australia; between 33.14% and 34.28% for
Brazil; between 4.99% and 7.51% for Japan; between 4.61% and 9.49% for Korea; 3.73% for the Netherlands;
between 4.15% and 6.77% for Turkey; and 33.06% for the United Kingdom. Countervailing duties were imposed
on imports as follows: between 29.07% and 30.51% for Brazil; and between 0% and 9.49% for Korea.
• Cold-rolled products: On July 14, 2016, the U.S. government imposed antidumping duties on cold-rolled steel
products, of 265.79% for China and 71.35% for Japan, and countervailing duties of 256.44% for China. On
September 20, 2016, the U.S. government imposed countervailing duties on cold-rolled steel products of between
11.09% and 11.31% from Brazil, 10% from India and between 3.89% and 59.72% from Korea. In addition, on
September 20, 2016, the U.S. government imposed antidumping duties on cold-rolled products of between 19.58%
and 35.43% from Brazil, 6.78% from India, 7.60% from Korea, and between 5.40% and 25.17% from the United
Kingdom.
• Corrosion-resistant flat products: On July 25, 2016, the U.S. government imposed countervailing duties on
corrosion-resistant flat products of 39.05% to 241.07% on imports from China, of 8% to 29.49% on imports from
India, of a de minimis to 38.51% on imports from Italy, and of a de minimis to 1.19% on imports from Korea. In
addition, on July 25, 2016, the U.S. government imposed antidumping duties on corrosion-resistant flat products of
209.97% from China, between 3.05% and 4.43% from India, 12.63% and 92.12% from Italy, 8.75% and 47.80%
from Korea, and 10.34% from Taiwan.
• Wire rod: On October 29, 2002, the United States imposed antidumping duties to wire rod imports from Brazil
(from 74.35% to 94.73%), Indonesia (4.05%), Moldova (369.10%) and Trinidad and Tobago (11.40%), and
countervailing duties to Brazilian wire rod imports of between 2.31% and 6.74%. These measures were renewed
for five year on August 27, 2020. On January 8, 2015, the United States imposed antidumping duties (between
106.19% and 110.25%) and countervailing duties (between 178.46% and 193.31%) on wire rod from China, with
rates depending on the exporting company. These measures were renewed on June 26, 2020. On January 24, 2018,
the United States imposed antidumping duties on wire rod from Russia (between 436.80% and 756.93%), Belarus
(280.02%) and the United Arab Emirates (84.10%). On March 14, 2018, the United States imposed antidumping
duties on wire rod from South Africa (between 135.46% and 142.26%) and Ukraine (between 34.98% and
44.03%). On March 19, 2018, the U.S. Department of Commerce published its final antidumping and
countervailing determinations on imports of wire rod from Italy (antidumping duties of between 12.41% and
18.89% and countervailing duties of between 4.16% and 44.18%), South Korea (antidumping duties of 41.10%),
Spain (antidumping duties of between 11.08% and 32.64%), Turkey (antidumping duties of between 4.74% and
7.94% and countervailing duties of between 3.81% and 3.86%) and the United Kingdom (antidumping duties of
147.63%).
U.S. authorities have imposed a number of measures on steel product imports from Mexico, including carbon and alloy
steel wire rod, pipe and tube, and welded pipes. For further information, see “—Regulations—Trade Regulations—
Mexico.”
In April 2017, the U.S. government initiated an investigation under Section 232 of the U.S. Trade Expansion Act. The
investigation analyzed the effects of imports of steel products on national security. Based on the result of such
investigation and on the resulting Commerce Secretary recommendations, on March 8, 2018, the U.S. president
imposed a 25% tariff on steel imports, which entered into force on March 23, 2018. However, the U.S. administration
temporarily exempted imports from Argentina, Australia, Brazil, Canada, the European Union, Mexico and South
Korea. Currently, Australia, Canada and Mexico are exempt from the tariff; although Argentina, Brazil and South
Korea are also exempt, they are subject to a quota system that limits steel imports from those countries. Under the
exclusion procedure, implemented by the United States authorities, Ternium has filed multiple exclusions requests;
while earlier requests were denied, the U.S. Department of Commerce recently granted exclusions for 70,000 tons of
cold-rolled material from several sources and 5,000 tons of galvanized coils from Guatemala.
Insurance
Our subsidiaries carry insurance policies covering accidental loss or physical damage to its property and equipment
(including machinery breakdown and business interruption arising from an insured event), general liability (including
third party, employer, product, sudden and accidental pollution and port liability) and other insurance, including
marine cargo, construction all risk, life and workers’ compensation and automobile insurance. These insurance policies
64
have coverage, limits and conditions, that we believe are customary in the steel products industry and in line with legal
and domestic market requirements. Nevertheless, the limits, deductibles and/or self insured retentions of these
insurance policies could not be sufficient to recover all losses suffered from such events. In addition, some particular
events could not be covered under these insurance policies.
Disclosure Pursuant to Section 13(r) of the Exchange Act
The Iran Threat Reduction and Syria Human Rights Act of 2012, created a new subsection (r) in Section 13 of the U.S.
Securities Exchange Act of 1934, as amended (the “Exchange Act”), which requires a reporting issuer to provide
disclosure if the issuer or any of its affiliates knowingly engaged in certain enumerated activities relating to Iran,
including activities involving the Government of Iran. Ternium did not engage in any Iran related activity during the
year ended December 31, 2020. However, Ternium is providing the following disclosure pursuant to Section 13(r)
with respect to Iran related activity by its affiliates.
Tenaris
Tenaris is indirectly controlled by San Faustin and, accordingly, is deemed an “affiliate” of Ternium, as such term is
defined in Exchange Act Rule 12b-2. In response to our inquiry, Tenaris provided the disclosure included below.
In July 2015, the Islamic Republic of Iran entered into the Joint Comprehensive Plan of Action (“JCPOA”) with
China, France, Germany, Russia, the United Kingdom and the U.S., which resulted in the partial lifting in January
2016 of certain sanctions and restrictions against Iran, including most U.S. secondary sanctions against such country.
On May 8, 2018, the U.S. announced that it would cease participation in the JCPOA and would begin re-imposing
nuclear-related sanctions against Iran after a wind-down period. Following the U.S. withdrawal from the JCPOA, the
European Union updated Council Regulation (EC) No. 2271/96 of 22 November 1996 (the “EU Blocking Statute”), to
expand its scope to cover the re-imposed U.S. nuclear-related sanctions. The EU Blocking Statute aims to counteract
the effects of the U.S. secondary sanctions.
Tenaris ceased all deliveries of products and services to Iran by the end of October 2018, that is, during the wind-down
period and before the full reinstatement of U.S. secondary sanctions on November 5, 2018. Tenaris has not, directly or
indirectly, delivered any goods or services to Iran or Iranian companies during 2019 and 2020 and does not intend to
explore any commercial opportunities in Iran, nor does it intend to participate in tender offers by, or issue offers to
provide products or services to, Iranian companies or their subsidiaries.
As of December 31, 2020, Tenaris’s subsidiary, TGS maintains an open balance for an advance made by Toos
Payvand Co. for approximately EUR 0.04 million (approximately $0.04 million) for goods that remained undelivered
following the reinstatement of U.S. secondary sanctions.
All revenue and profit derived from Tenaris’s sales to Iran was recorded in the fiscal year in which such sales were
performed and, therefore, no revenue and profit has been reported in connection with commercial activities related to
Iran for the year ended December 31, 2020.
Tenaris has procedures in place designed to ensure that its activities comply with all applicable U.S. and other
international export control and economic sanctions laws and regulations.
Other Affiliates
Except for Tenaris, no other affiliates of Ternium reported any Iran related activity for the year ended December 31,
2020.
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C.
Organizational Structure
Below is a simplified diagram of Ternium’s corporate structure as of February 26, 2021.
Ternium S.A. - Luxembourg
-----4
71.3%
-----4
62.5%
-----4
100%
-----4
100%
-----4
100%
-----4
51%
-----4
99.8%
-----4
100%
Ternium Mexico - Mexico
3------
28.7%
Ternium Argentina - Argentina
Ternium Brasil - Brazil
Ternium Colombia - Colombia
Ternium del Atlantico - Colombia
Tenigal - Mexico
Ternium Internacional Guatemala - Guatemala
3------ ---------
0.2%
Ternium USA - USA
For a detail of the companies whose financial statements have been consolidated and accounted for interest, see note 2
to the consolidated financial statements included in this annual report.
Subsidiaries
Ternium operates entirely through subsidiaries. For a complete list of its subsidiaries and a description of its
investments in other companies, see note 2 to the consolidated financial statements included elsewhere in this annual
report.
Ternium Mexico. Ternium Mexico is a leading flat and long steel manufacturer in Mexico, with total annual finished
steel production capacity of approximately 7.6 million tons. Ternium Mexico’s subsidiaries operate all of Ternium’s
mining and steel production facilities in Mexico, except for Tenigal’s facilities. Ternium Mexico and its subsidiaries
produce steel products mainly for the construction and industrial sectors.
Ternium Argentina. Ternium Argentina is the main integrated manufacturer of flat steel products in Argentina with
total annual finished steel production capacity of approximately 3.0 million tons. The shareholders of Ternium
Argentina as of February 26, 2021, are set out in the following table, together with the share percentage owned by each
such shareholder as of that date:
Ternium Argentina’s Shareholders
Number
Percent
Ternium
ANSeS
Public
2,822,525,949
1,175,806,541
518,761,533
62.49 %
26.03 %
11.48 %
Total shares issued and outstanding
4,517,094,023
100.00 %
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Ternium Brasil. Ternium Brasil is a high-end steel slab producer in Brazil, with annual production capacity of
approximately 5.0 million tons. Ternium Brasil produces steel slabs for Ternium’s operations in Mexico and
Argentina, and for third-party steel processors.
Ternium Colombia. Ternium Colombia is a leading long and flat steel products processor and distributor in Colombia
and a scrap-based long steel manufacturer, with total annual finished steel production capacity of approximately
540,000 tons.
Ternium del Atlantico. Ternium del Atlantico has recently inaugurated a steel bars and coils facility to serve the
Colombian construction sector with total annual finished steel production capacity of approximately 520,000 tons.
Tenigal. Tenigal is a manufacturer of hot-dip galvanized and galvannealed steel sheets serving the Mexican
automotive industry with total annual finished steel production capacity of approximately 480,000 tons. Ternium and
NSC hold 51% and 49% participations in Tenigal, respectively.
Ternium Guatemala. Ternium Guatemala and its subsidiaries operate all of Ternium’s steel processing facilities in
Guatemala, El Salvador, Nicaragua and Costa Rica. Ternium Guatemala and its subsidiaries produce hot-dip
galvanized steel sheets and other value-added finished steel products mainly for the construction and industrial sectors.
Ternium Guatemala has total annual finished steel production capacity of 110,000 tons.
Ternium USA. Ternium USA operates Ternium’s steel processing activities in the United States and produces
galvanized and color coated sheets in its Shreveport unit in Louisiana, United States. Ternium USA has total annual
finished steel production capacity of 250,000 tons.
Other Investments
Usiminas. Usiminas is one of the main producers of flat steel products in Brazil, with total annual crude steel
production capacity of 9.5 million tons. Usiminas produces steel products mainly for the automotive, line pipe, civil
construction, and electrical equipment manufacturing industries. Usiminas has iron ore mines in the Serra Azul region
and industrial facilities in Ipatinga, Minas Gerais and in Cubatão, São Paulo, strategically located near the main
consumers of steel in Brazil. In 2020, Usiminas shipped 3.7 million tons of steel products and 8.7 million tons of iron
ore, and had net sales of BRL16.1 billion. Usiminas is a publicly-traded company listed on the São Paulo stock
exchange, BM&FBOVESPA S.A - Bolsa de Valores, Mercadorias e Futuros.
On January 16, 2012, Ternium Investments, together with Ternium Argentina (and its subsidiary Prosid), and the
Company’s affiliate TenarisConfab, joined Usiminas’ existing control group through the acquisition of a total of 139.7
million ordinary shares of Usiminas, representing 27.7% of Usiminas’ voting capital (22.7% corresponding to Ternium
and the other 5% corresponding to TenarisConfab), and formed the T/T Group. As a result of such acquisition,
Usiminas’ control group, which at the time held, in the aggregate, 322.7 million ordinary shares representing
approximately 63.9% of Usiminas’ voting capital, was formed as follows: NSC Group, with approximately 46.1% of
the total shares held by the control group; the T/T Group, with approximately 43.3% of the total shares held by the
control group (35.6% corresponding to Ternium and the other 7.7% corresponding to TenarisConfab); and Previdência
Usiminas, with the remaining 10.6% of the total shares held by the control group. The members of the control group
entered into a shareholders’ agreement dated January 16, 2012 governing their rights and obligations as shareholders
of Usiminas.
On October 30, 2014, Ternium acquired 51.4 million additional ordinary shares of Usiminas. As part of a multi-round
capital increase process, on June 3, 2016, Ternium (through Ternium Investments, Ternium Argentina and Prosid) was
issued, in the aggregate, 8.5 million preferred shares and TenarisConfab was issued 1.3 million preferred shares; and
on July 19, 2016, Ternium (through Ternium Investments, Ternium Argentina and Prosid) was issued, in the
aggregate, 76.4 million ordinary shares and TenarisConfab was issued 11.5 million ordinary shares. Following the
issuance of these ordinary shares, Ternium (through Ternium Investments, Ternium Argentina and Prosid) owns a total
of 242.6 million ordinary shares and 8.5 million preferred shares, representing 20.4% of Usiminas’ capital, and 34.5%
of Usiminas’ ordinary shares, and TenarisConfab owns a total of 36.5 million ordinary shares and 1.3 million preferred
shares, representing 3.1% of Usiminas’ capital, and 5.2% of Usiminas’ ordinary shares.
In 2014, a conflict arose within the Usiminas’ control group and its board with respect to the governance of Usiminas,
including with respect to the rules applicable to the appointment of senior managers, the application of the
shareholders’ agreement in matters involving fiduciary duties, and generally with respect to Usiminas’ business
strategy.
67
On February 8, 2018, Ternium Investments resolved the dispute with NSC, establishing certain new governance rules
for Usiminas as well as certain undertakings for the settlement of legal disputes. Ternium Investments and NSC further
agreed to implement such new governance rules by seeking the agreement of the other members of the controlling
group, and on April 10, 2018, the T/T Group, NSC Group and Previdência Usiminas entered into a new shareholders’
agreement for Usiminas, amending and restating the January 16, 2012 shareholders’ agreement (the “New SHA”).
The New SHA reflects the agreed-upon corporate governance rules for Usiminas, including, among others, an
alternation mechanism for the nomination of each of the chief executive officer and the chairman of the board of
directors, as well as a mechanism for the nomination of other members of Usiminas’ executive board. The right to
nominate Usiminas’ chief executive officer and chairman will alternate between Ternium and NSC at every 4-year
interval, comprising two consecutive 2-year terms. For the initial four years, Ternium was entitled to nominate the
CEO and NSC was entitled to nominate the chairman. The executive board is composed of six members, including the
chief executive officer and five vice-presidents, with Ternium and NSC nominating three members each.
In addition to the Usiminas shares that were bound by the January 16, 2012 shareholders’ agreement, the New SHA
also covers the shares subscribed for by the members of the T/T Group and the NSC Group in connection with
Usiminas’ 2016 capital increase. As a result, Usiminas’ control group now holds, in the aggregate, 483.6 million
ordinary shares subject to the New SHA, representing approximately 68.6% of Usiminas’ voting capital, with the T/T
Group holding approximately 47.1% of the total shares held by the control group (39.5% corresponding to Ternium
and the other 7.6% corresponding to TenarisConfab); the NSC Group holding approximately 45.9% of the total shares
held by the control group; and Previdência Usiminas holding the remaining 7.1% of the total shares held by the control
group.
Finally, the New SHA incorporates an exit mechanism consisting of a buy-and-sell procedure, exercisable at any time
during the term of the New SHA after November 16, 2022. Such exit mechanism shall apply with respect to shares
held by the NSC Group and the T/T Group, and would allow either Ternium or NSC to purchase all or a majority of
the Usiminas shares held by the other shareholder group.
The 51.4 million ordinary shares of Usiminas acquired by Ternium on October 30, 2014 and 6.7 million ordinary
shares acquired by NSC prior to execution of the January 16, 2012 shareholders’ agreement remain free from any
transfer restrictions under the New SHA and will not be subject to the exit mechanism described above.
In connection with the execution of the New SHA, Ternium Investments, Ternium Argentina, Prosid and
TenarisConfab amended and restated their separate shareholders’ agreement governing their respective rights and
obligations as members of the T/T Group to include provisions relating to the exit mechanism and generally to
conform such separate shareholders’ agreement to the other provisions of the New SHA.
As of December 31, 2020, the closing price of the Usiminas ordinary and preferred shares, as quoted on the BM&F
Bovespa Stock Exchange, was BRL15.69 (approximately $3.02) per ordinary share and BRL14.61 (approximately
$2.81) per preferred share, respectively. Accordingly, as of December 31, 2020, Ternium’s ownership stake had a
market value of approximately $756.3 million and a carrying value of $422.9 million.
Techgen. Techgen is a Mexican joint venture company owned by 48% by Ternium, 30% by Tecpetrol and 22% by
Tenaris. Techgen operates a natural gas-fired combined cycle electric power plant in the Pesquería area of the State of
Nuevo León, Mexico. Ternium and Tenaris currently contract 78% and 22%, respectively, of Techgen’s power
capacity of approximately 900 megawatts. As a result, Ternium is securing the supply of electricity to its existing and
future facilities in Mexico, and sells unused energy to the Mexican market. For further information on the Company’s
commitments under the Techgen project, see Item 5. “Operating and Financial Review and Prospects—E. Off-Balance
Sheet Arrangements” and note 24(ii)(d), (h), (l) and (m) to the consolidated financial statements included elsewhere in
this annual report.
D.
Property, Plants and Equipment
For further information, see “—B. Business Overview—Production Facilities and Processes” and “—B. Business
Overview—Capital Expenditure Program.”
68
Item 4A. Unresolved Staff Comments
None.
Item 5. Operating and Financial Review and Prospects
The following discussion and analysis of our financial condition and results of operations is based on, and should be
read in conjunction with, our consolidated financial statements and the related notes included elsewhere in this annual
report. This discussion and analysis presents our financial condition and results of operations on a consolidated basis.
Certain information contained in this discussion and analysis is presented elsewhere in this annual report, including
information with respect to our plans and strategies for our business, and includes forward-looking statements that
involve risks and uncertainties. For further information, see “Cautionary Statement Concerning Forward-Looking
Statements.” In evaluating this discussion and analysis, you should specifically consider the various risk factors
identified in this annual report and others that could cause results to differ materially from those expressed in such
forward-looking statements.
Overview
Ternium is Latin America’s leading flat steel producer with an annual crude steel production capacity of 12.4 million
tons. It operates in Mexico, Brazil, Argentina, Colombia, the southern United States and Central America through
regional manufacturing facilities, service centers and its own distribution network. In addition, Ternium participates in
the control group of Usiminas, a leading flat steel company in the Brazilian market. Our customers range from small
businesses to large global companies in the automotive, home appliances, heat, ventilation and air conditioning
(HVAC), construction, capital goods, container, food and energy industries across the Americas. Ternium’s industrial
system has various production technologies that provide a diversified cost structure, based on different types of raw
material and energy sources, and a flexible production configuration. The industrial system includes proprietary iron
ore mines and processing facilities, steelmaking facilities, finishing facilities, service centers and a broad distribution
network to offer slabs, billets, hot-rolled products, cold-rolled products, galvanized and electro-galvanized sheets, pre-
painted sheets, tinplate, welded pipes, rebars and wire rods as well as slit and cut-to-length products.
Ternium's innovative culture, industrial expertise and long-term view enable us to continuously achieve new
breakthroughs in industrial excellence, competitiveness and customer service. Ternium is the leading supplier of flat
steel products in Mexico and Argentina, has a significant position as a supplier of steel products in Colombia and in
other Latin American countries, and is a competitive player in the international steel market for steel products.
Through its network of commercial offices in several countries in Latin America, the United States and Europe,
Ternium maintains an international presence that allows it to reach customers outside its local markets, achieves
improved effectiveness in the supply of products and in the procurement of semi-finished steel, and maintains a fluent
commercial relationship with its customers by providing continuous services and assistance. We operate with a broad
and long-term perspective, and we work towards improving the quality of life of our employees, their families and the
local communities where we operate.
Ternium’s revenues are affected by general global trends in the steel industry and more specifically by the economic
conditions in the countries in which it has manufacturing operations and where its customers are located. Ternium’s
revenues are also impacted by events that affect the price and availability of raw materials, energy and other inputs
needed for its operations. Furthermore, due to the highly cyclical nature of the steel industry, recent results may not be
indicative of future performance, and historical results may not be comparable to future results. Investors should not
rely on the results of a single period, particularly a period of peak prices, as an indication of Ternium’s annual results
or future performance. The variables and trends mentioned below could also affect the results of its investments in
steel related companies.
For further information on Ternium’s business strategy, see Item 4. “Information on the Company—B. Business
Overview—Our Business Strategy.”
Ternium’s primary source of revenue is the sale of steel products. Management expects sales of steel products to
continue to be Ternium’s primary source of revenue. The global market for such steel products is highly competitive,
with the primary competitive factors being price, cost, product quality and customer service. The majority of
Ternium’s sales are concentrated in the Americas. Specifically, Ternium’s largest markets for finished steel products
are Mexico, Argentina and Colombia, and Ternium’s largest markets for slabs are Brazil and the United States.
69
Ternium’s results are sensitive to economic activity and steel consumption. Ternium’s results of operations, which
primarily depend on economic conditions in Mexico and Argentina, are also influenced by economic conditions in
international and regional markets such as the United States, Mercosur and the Andean Community. Historically,
annual steel consumption in the countries where Ternium operates has varied at a rate that is linked to the annual
change in each country’s gross domestic product and per capita disposable income. The 2008-2009 global economic
downturn resulted in an overall decreased demand for Ternium’s products. For example, apparent consumption of
finished steel products decreased in 2009 by 15% in Mexico and 33% in Argentina. This economic downturn had a
pronounced negative effect on Ternium’s business and results of operations in 2009. Subsequently, apparent steel
consumption recovered in these countries in sync with the recovery of economic activity. In December 2019, a novel
strain of coronavirus (“COVID-19”) surfaced in China and subsequently spread to the rest of the world in early 2020.
The rapid expansion of the virus, the surfacing of new strains of the SARS-CoV-2 virus in several countries, and the
containment measures adopted by governmental authorities triggered a severe fall in global economic activity and steel
demand. This economic downturn had a pronounced negative effect on Ternium’s business and results of operations in
the second quarter of 2020. Subsequently, during the second half of 2020, global economic activity and steel demand
recovered. A protracted global recession or a depression would have a material adverse effect on the steel industry and
Ternium.
Ternium’s results are also sensitive to prices in the international steel markets. Steel prices are volatile and are
sensitive to supply conditions and to trends in cyclical industries, such as the construction, automotive, appliance and
machinery industries, which are significant markets for Ternium’s finished steel products. For example, U.S. steel
prices trended down during most of 2018 and 2019, after peaking during the first half of 2018, as a result of softer steel
consumption, increased steel production and, in 2019, lower costs of steel scrap. Steel prices decreased further in 2020
during the early stages of the COVID-19 pandemic reflecting a depression in steel consumption. However, after an
initial slump, steel prices increased steadily during the rest of 2020 and reached very high levels in the first quarter of
2021, as the speed of the recovery in steel production and in the production of steelmaking raw materials fell short of
steel demand. As a result, Ternium’s operating income increased 25% year-over-year in 2020 after decreasing 59%
year-over-year in 2019 and increasing 45% year-over-year in 2018. Persistently low steel prices would have a material
adverse effect on Ternium’s results, as could price volatility.
Trends in the steel industry may also have an impact on Ternium’s results. In addition to economic conditions and
prices, the steel industry is affected by other factors such as worldwide and regional production capacity and
fluctuations in steel imports/exports and tariffs. Historically, the steel industry has suffered, especially in downturn
cycles, from substantial overcapacity. As a result of a slowdown in steel demand growth and a protracted increase in
steel production capacity in the last decade, there are signs of over-capacity in all steel markets, particularly in China,
that could negatively affect the industry’s margins. In Mexico and the southern United States, there are several new
steel making and steel processing facilities announced or under construction. For further information on Ternium’s
competition in the Mexican market see Item 4. “Information on the Company—B. Business Overview—Competition
—Steel—Mexico”. Furthermore, there has been a trend toward steel industry consolidation among Ternium’s
competitors, and current competitors in the steel market could become larger in the future. Intense competition could
impact Ternium’s share in certain markets and adversely affect its sales and revenue.
Ternium’s production costs are sensitive to prices of raw materials, semi-finished steel and energy, which reflect
supply and demand factors in the global steel industry. Ternium purchases substantial quantities of raw materials
(including iron ore, coal, ferroalloys and scrap) and slabs for use in the production of its steel products. The
availability and price of these and other inputs vary, sometimes significantly, according to general market and
economic conditions. In addition to raw materials and slabs, natural gas is an important component of Ternium’s cost
structure. Ternium generally purchases these inputs at market or market-based prices; accordingly, price fluctuations in
these inputs, which may also vary according to general market and economic conditions, impact Ternium’s production
costs. For example, strong iron ore demand from Chinese steel producers coupled with certain supply restrictions, due
to the COVID-19 pandemic and the wet season in Australia among other factors, contributed to a recent surge in iron
ore prices in the international markets.
Ternium’s export revenues could be affected by trade restrictions and its domestic revenues could be affected by
unfair competition from imports. During the last decade, steel exports surged as a consequence of a global downturn
and an economic slowdown in China, and the number of antidumping, countervailing, safeguard measures and other
actions limiting trade increased substantially, including steel exports to Mexico, Ternium's main steel market, and to
the United States. Ternium’s ability to profitably access the export markets may be adversely affected by trade
restrictions, including antidumping duties and countervailing measures, in certain markets. In addition, Ternium’s
ability to sell some steel products in its principal markets could be affected by unfair competition from imports of
those steel products from certain countries, if measures against unfair trade were not in force. For example, during
70
2018, under Section 232 of the Trade Expansion Act of 1962, the United States imposed a 25% tariff on steel imports;
however, Australia, Canada and Mexico are exempted from the tariff; although Argentina, Brazil and South Korea are
also exempted, they are subject to quota system agreements covering steel imports from those countries. This trade
measures could stimulate aggressive export offers elsewhere, exerting downward pressure on sales and margins of
steel companies operating in other markets and regions, including those in which Ternium operates. For further
information, see Item 4. “Information on the Company—B. Business Overview—Regulations—Trade Regulations.”
Changes in prevailing exchange rates could impact results from subsidiaries with net short or long positions in
currencies other than their functional currencies. Since January 1, 2020, the functional currency of all of Ternium's
consolidated subsidiaries is the U.S. dollar. Ternium’s subsidiaries record foreign exchange results on their net non-
U.S. dollar positions when the other currencies appreciate or depreciate with respect to the U.S. dollar. In addition,
Ternium’s subsidiaries in Mexico, Brazil, Argentina and Colombia record deferred tax results when the Mexican peso,
the Brazilian real, the Argentine peso or the Colombian peso appreciates or depreciates in relation to the U.S. dollar
(their functional currency) as such fluctuations change, in U.S. dollar terms, the tax base used to calculate deferred tax
at such subsidiaries. Fluctuations in the value of such currencies against the U.S. dollar have had, and may also have in
the future, an impact on Ternium’s results.
Changes in prevailing exchange rates have had an impact on Ternium’s comprehensive results in the past and
could impact comprehensive results from investments with a functional currency other than the U.S. dollar in the
future. In accordance with IFRS, Ternium records currency translation adjustments in its consolidated statements of
comprehensive income. These adjustments do not affect results but, instead, have an impact on net worth. Fluctuations
in the Brazilian real (as our participation in Usiminas is denominated in Brazilian reais) against the U.S. dollar have
had, and may also have in the future, an impact on Ternium’s comprehensive results. Ternium’s currency translation
adjustments results included the effect of the devaluation of the Brazilian real on the value of Ternium’s investment in
Usiminas as measured in U.S. dollars, amounting to a loss of $108.8 million in 2020, a loss of 19.7 million in 2019 and
a loss of $72.5 million in 2018.
Critical accounting estimates. This discussion of our operating and financial review and prospects is based on the
consolidated financial statements included elsewhere in this annual report, which have been prepared in accordance
with IFRS. The use of IFRS has an impact on our critical accounting policies and estimates.
The preparation of financial statements requires management to make estimates and judgements that affect the
reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and
liabilities. Estimates and judgments are continually evaluated and are based on historical experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. Management makes
estimates and assumptions concerning the future. Actual results may differ significantly from these estimates under
different assumptions or conditions.
The principal estimates and assumptions that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are addressed below.
Goodwill impairment test. Assessment of the recoverability of the carrying value of goodwill requires significant
judgment. Management evaluates goodwill allocated to the operating units for impairment on an annual basis or
whenever there is an impairment indicator. Goodwill is tested at the lowest levels for which there are separately
identifiable cash flows (each, a CGU). Impairment testing of the CGUs is carried out and the value in use determined
in accordance with the accounting policy stated in note 3(f) to the consolidated financial statements included elsewhere
in this annual report:
• Assets that have an indefinite useful life (including goodwill) are not subject to amortization and are tested
annually for impairment or whenever events or changes in circumstances indicate that the carrying amount may not
be recoverable. Assets that are subject to amortization and investments in affiliates are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of an asset’s fair value less cost to sell and the value in use.
• To carry out these tests, assets are grouped at the lowest level for which there are separately identifiable cash flows
(each, a CGUs). When evaluating long-lived assets for potential impairment, the Company estimates the
recoverable amount based on the value in use of the corresponding CGU. The value in use of each CGU is
determined on the basis of the present value of net future cash flows which will be generated by the assets tested.
71
• Determining the present value of future cash flows involves highly sensitive estimates and assumptions specific to
the nature of each CGU’s activities, including estimates and assumptions relating to amount and timing of
projected future cash flows, expected changes in market prices, expected changes in the demand of Ternium
products and services, selected discount rate and selected tax rate.
• Ternium uses, for the steel segment impairment tests, cash flow projections for the next five years based on past
performance and expectations of market development; thereafter, it uses a perpetuity rate. For the mining segment
impairment tests, Ternium uses cash flow projections for the whole lives of the mines based on past performance
and expectations of market development. Application of the discounted cash flow (DCF) method to determine the
value in use of a CGU begins with a forecast of all expected future net cash flows. Variables considered in
forecasts include the gross domestic product (GDP) growth rates of the country under study and their correlation
with steel demand, level of steel prices and estimated raw material costs as observed in industry reports.
• Cash flows are discounted at rates that reflect specific country and currency risks associated with the cash flow
projections.
• As a result of the above factors, actual cash flows and values could vary significantly from the forecasted future
cash flows and related values derived using discounting techniques. Based on the information currently available,
however, Ternium believes that it is not reasonably possible that the variation would cause the carrying amount to
exceed the recoverable amount of the CGUs.
The discount rates used are based on the weighted average cost of capital, which is considered to be a good indicator
of cost of capital. As of December 31, 2020 the discount rate used to test goodwill allocated to the Steel and Mining
Mexico CGUs for impairment was 8.87% (as of December 31, 2019 was 9.80%).
At December 31, 2020, 2019 and 2018, no impairment charges to CGUs with allocated goodwill resulted from the
impairment tests performed. Any future impairment charge could have a material adverse effect on Ternium’s results
of operations, financial condition and net worth.
Income taxes. Management calculates current and deferred income taxes according to the tax laws applicable to each
subsidiary in the countries in which such subsidiaries operate. However, due to uncertain tax positions, certain
adjustments necessary to determine the income tax provision are finalized only after the balance sheet is issued. In
cases in which the final tax outcome is different from the amounts that were initially recorded, such differences will
impact the income tax and deferred tax provisions in the period in which such determination is made. Also, when
assessing the recoverability of tax assets, management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies. For further information, see note 10 to the consolidated
financial statements included elsewhere in this annual report.
Loss contingencies. Ternium is subject to various claims, lawsuits and other legal proceedings that arise in the
ordinary course of business, including customer claims in which a third party is seeking reimbursement or indemnity.
The Company’s liability with respect to such claims, uncertain tax positions, lawsuits and other legal proceedings
cannot be estimated with certainty. Periodically, management reviews the status of each significant matter and assesses
potential financial exposure. If the potential loss from the claim or proceeding is considered probable and the amount
can be reasonably estimated, a liability is recorded. Management estimates the amount of such liability based on the
information available and the assumptions and methods it has concluded are appropriate, in accordance with the
provisions of IFRS. Accruals for such contingencies reflect a reasonable estimate of the losses to be incurred based on
information available, including the relevant litigation or settlement strategy, as of the date of preparation of the
financial statements. As additional information becomes available, management will reassess its evaluation of the
pending claims, lawsuits and other proceedings and revise its estimates. The loss contingencies provision amounted to
$80.6 million as of December 31, 2020 and $613.4 million as of December 31, 2019. For further information, see note
24(i) to the consolidated financial statements included elsewhere in this annual report.
Allowance for obsolescence of supplies and spare parts and slow-moving inventory. Management assesses the
recoverability of its inventories considering their selling prices or whether they are damaged or have become wholly or
partly obsolete. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of
completion and selling expenses. The Company establishes an allowance for obsolete or slow-moving inventory in
connection with finished goods and goods in process. The allowance for slow-moving inventory is recognized for
finished goods and goods in process based on management’s analysis of their aging. In connection with supplies and
spare parts, the calculation is based on management’s analysis of their aging, the capacity of such materials to be used
based on their levels of preservation and maintenance, and their potential obsolescence due to technological change.
72
As of December 31, 2020, and December 31, 2019, the Company recorded no allowance for net realizable value and
$58.6 million and $62.2 million, respectively, as allowance for obsolescence.
Useful lives and impairment of property, plant and equipment and other long-lived assets. In determining useful
lives, management considered, among others, the following factors: age, operating condition and level of usage and
maintenance. Management conducted visual inspections for the purpose of: (i) determining whether the current
conditions of such assets are consistent with normal conditions of assets of similar age; (ii) confirming that the
operating conditions and levels of usage of such assets are adequate and consistent with their design; (iii) establishing
obsolescence levels, and (iv) estimating life expectancy, all of which were used in determining useful lives.
Management believes, however, that it is possible that the periods of economic utilization of property, plant and
equipment may be different than the useful lives so determined. Furthermore, management believes that this
accounting policy involves a critical accounting estimate because it is subject to change from period to period as a
result of variations in economic conditions and business performance.
When assessing whether an impairment indicator may exist, the Company evaluates both internal and external sources
of information, such as the following:
• whether significant changes with an adverse effect on the entity have taken place during the period, or will take
place in the near future, in the technological, market, economic or legal environment in which the entity operates or
in the market to which an asset is dedicated;
• whether market interest rates or other market rates of return on investments have increased during the period, and
those increases are likely to affect the discount rate used in calculating an asset’s value in use and decrease the
asset’s recoverable amount materially;
• whether the carrying amount of the net assets of the entity is more than its market capitalization;
• whether evidence is available of obsolescence or physical damage of an asset;
• whether significant changes with an adverse effect on the entity have taken place during the period, or are expected
to take place in the near future, in the extent to which, or manner in which, an asset is used or is expected to be
used. These changes include the asset becoming idle, plans to discontinue or restructure the operation to which an
asset belongs, plans to dispose of an asset before the previously expected date, and reassessing the useful life of an
asset as finite rather than indefinite;
• whether evidence is available from internal reporting that indicates that the economic performance of an asset is, or
will be, worse than expected;
• whether it is becoming probable that the investee will enter bankruptcy or other financial reorganization, or is
experiencing other financial difficulty;
• whether observable data indicates that there is a measurable decrease in the estimated future cash flows of the
investee since the initial recognition; and
• whether the lender of the investee, for economic or legal reasons relating to the investee’s financial difficulty, has
granted a concession that the lender would not otherwise consider.
Considering the economic situation in Argentina as of December 31, 2019, and as of June 30, 2020, the Company
tested the recoverability of its investment in Ternium Argentina as of such dates, resulting in no impairment charges to
be recognized. As of December 31, 2020, no new impairment triggers were detected and, consequently, no further
impairment test was undertaken.
The Company also tested the recoverability of its investments in the remaining subsidiaries as of June 30, 2020, due to
the pandemic, resulting in no impairment charges to be recognized. Considering that no new impairment indicators
were identified in the remaining subsidiaries as of December 31, 2020, the Company additionally tested the value of
the goodwill for impairment, resulting in no impairment charges to be recognized. Consequently, during the years
2020, 2019 and 2018, no impairment charges were recorded in connection with assets that have an indefinite useful life
(including goodwill). Based on the information currently available to us, as of the date of this annual report, the
Company is not aware of any factors that would lead to the recognition of future impairment charges. Notwithstanding
that, any such impairment charges could have a material adverse effect on Ternium’s results of operations, financial
condition and net worth.
73
Allowances for doubtful accounts. Trade and other receivables are recognized initially at fair value, generally the
original invoice amount. Since January 1, 2018, the Company applies the IFRS 9 simplified approach to measuring
expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected
credit losses, trade receivables are grouped based on shared credit risk characteristics and the days past due. The
Company keeps an allowance for trade receivables, recorded in an asset account to offset the trade receivables in an
amount estimated sufficient to cover the losses resulting from the impossibility for the debtors to cancel the amounts
owed. This allowance for trade receivables is recorded with a charge to selling expenses.
As of December 31, 2020 and December 31, 2019, allowance for doubtful accounts totalled $10.5 million and $13.0
million, respectively.
Historically, losses due to credit failures, aging of overdue accounts and customer claims have been within
expectations and in line with the provisions established. If, however, circumstances were to materially change (e.g.,
higher than expected defaults), management’s estimates of the recoverability of amounts due to us could be materially
reduced and our results of operations, financial condition and net worth could be materially and adversely affected.
Mining reserve estimates. Reserves are estimates of the amount of product that can be economically and legally
extracted from the Company’s mining concessions. In order to estimate reserves, a range of geological, technical and
economic factors are required to be considered. Estimating the quantity and/or grade of reserves requires complex and
difficult geological judgments to interpret the data. Because the economic assumptions used to estimate reserves
change from period to period, and because additional geological data is generated during the course of operations,
estimates of reserves may change from period to period.
Changes in reported reserves may affect the Company’s financial results and financial position, including the
following:
• Asset carrying amounts may be affected due to changes in estimated future cash flows.
• Depreciation and amortization charges may change where such charges are determined by the units of production
basis, or where the useful economic lives of assets change.
• Stripping costs recognized in Mining assets or charged to results may change due to changes in stripping ratios or
the units of production basis of depreciation.
• Asset retirement obligations may change where changes in estimated reserves affect expectations about the timing
or cost of these activities.
Post-employment obligation estimates. The Company estimates at each year-end the provision necessary to meet its
post-employment obligations in accordance with the advice from independent actuaries. The calculation of post-
employment and other employee obligations requires the application of various assumptions. The main assumptions
for post-employment and other employee obligations include discount rates, compensation growth rates, pension
growth rates and life expectancy. Changes in the assumptions could give rise to adjustments in the results and
liabilities recorded and might have an impact on the post-employment and other employee obligations recognized in
the future.
Valuation of lease liabilities and right-of-use assets. The application of IFRS 16 to the Company's leases requires
the Company to make judgments that affect the recognition and valuation of lease liabilities and right-of-use assets,
including the determination of the contracts within the scope of the standard, the contract term and the interest rate
used for the discount of future cash flows.
The lease term determined by the Company generally consists of non-cancellable period of the lease contracts, any
periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option and
periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option.
The same term is applied to determine the economic useful life of right-of-use assets.
The present value of the lease payments is determined using the discount rate representing a risk-free interest rate,
adjusted by a spread related to the credit quality of the Company in each location, and the currency rate in connection
with each lease contract.
74
Change in the functional currency of Argentine subsidiaries. The determination of the functional currency requires
management to make significant judgments. Ternium Argentina 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 was prospective
from January 1, 2020, and did not affect the balances at December 31, 2019, nor results or cash flows for the year then
ended.
This determination was based on the following considerations:
•
In the last two years, the exchange rate of the Argentine peso has been severely affected by devaluations
against the US dollar and Argentina continues to be a highly inflationary economy. These events had very limited
impact on sales prices in US dollars;
•
•
restrictions of imports in Argentina, have led to a greater correlation of local prices to global prices.
•
revenue and costs of production are negotiated and priced in US dollars.
In this context, there is also a greater proportion of total production costs in US dollars;
Furthermore, new global trade restrictions, affecting the international trade of steel along with limited
While factors looked at in the determination of the functional currency were always mixed, currently most of
The change in functional currency of Ternium Argentina significantly reduced the volatility of the Company’s earnings
that had resulted from foreign exchange movements and the application of IAS 29 - Financial Reporting in
Hyperinflationary Economies.
A.
Results of Operations
The following discussion and analysis of our financial condition and results of operations are based on the
consolidated financial statements included elsewhere in this annual report. Accordingly, this discussion and analysis
present our financial condition and results of operations on a consolidated basis. For further information, see
“Presentation of Certain Financial and Other Information—Accounting Principles” and notes 2 and 3 to the
consolidated financial statements included elsewhere in this annual report. The following discussion should be read in
conjunction with the consolidated financial statements and the related notes included elsewhere in this annual report.
75
Selected consolidated income statement
data
In thousands U.S. dollars (except number
of shares and per share data)
Net sales
Cost of sales
Gross profit
Selling, general and administrative
expenses
Other operating income (expenses), net(2)
For the year ended December 31,
2020(1)
2019
2018
2017
2016
8,735,435
(7,099,923)
10,192,818
11,454,807
(8,452,440)
(8,483,328)
9,700,296
(7,403,025)
7,223,975
(5,384,390)
1,635,512
1,740,378
2,971,479
2,297,271
1,839,585
(762,882)
206,843
(897,475)
21,663
(876,764)
13,656
(824,247)
(16,240)
(687,942)
(9,925)
Operating income
1,079,473
864,566
2,108,371
1,456,784
1,141,718
Finance expense
Finance income
Other financial income (expenses), net
Equity in earnings of non-consolidated
companies
(46,644)
49,421
19,554
(88,284)
29,071
(39,756)
(131,172)
21,236
(69,640)
(114,583)
19,408
(69,915)
(89,971)
14,129
37,957
57,555
60,967
102,772
68,115
14,624
Profit before income tax expense
Income tax expense
1,159,359
(291,488)
826,564
(196,519)
2,031,567
(369,435)
1,359,809
(336,882)
1,118,457
(411,528)
Profit for the year
Attributable to:
Owners of the parent
Non-controlling interest
Profit for the year
Depreciation and amortization
Weighted average number of
shares outstanding(3)
Basic earnings per share ($)(4)(5)
Basic earnings per ADS ($)(4)(5)
Dividends paid per share ($)
Dividends paid per ADS ($)
867,871
630,045
1,662,132
1,022,927
706,929
778,468
89,403
867,871
564,269
65,776
630,045
1,506,647
155,485
1,662,132
886,219
136,708
1,022,927
595,644
111,285
706,929
631,051
661,112
589,299
474,299
406,890
1,963,076,776
1,963,076,776
1,963,076,776
1,963,076,776
1,963,076,776
0.40
3.97
n/a
n/a
0.29
2.87
—
—
0.77
7.67
0.12
1.20
0.45
4.51
0.11
1.10
0.30
3.03
0.10
1.00
(1) The functional currency of Ternium's subsidiary Ternium Argentina has changed from the Argentine Peso to the US dollar.
This change is prospective from January 1, 2020, and does not affect the balances at December 31, 2019, 2018, 2017 and
2016, nor results or cash flows for the years then ended.
(2) Other operating income, net, in 2020 included a $186.0 million non-cash gain related to the derecognition of a contingency
on ICMS tax benefits at Ternium Brasil (imposto sobre circulação de mercadorias e prestação de serviços). For more
information see Item 8 “Financial Information—A. Consolidated Statements and Other Financial Information—Legal
Proceedings—Outstanding Legal Proceedings—ICMS deferral tax benefit – Action of Unconstitutionality.”Of the
2,004,743,442 shares issued as of December 31, 2020, the Company held 41,666,666 that were repurchased from Usiminas
on February 15, 2011. Such shares were not considered outstanding for purposes of the calculation of the weighted average
number of shares.
(3) International Accounting Standard N° 1 (IAS 1) (revised) requires that income for the year as shown in the income
statement includes the portion attributable to non-controlling interest. Basic earnings per share and basic earnings per ADS,
however, continue to be calculated on the basis of income attributable solely to the owners of the parent.
(4) Diluted earnings per share and per ADS (expressed in $ per share or ADS), equals basic earnings per share or ADS,
respectively.
76
Selected consolidated balance sheet data
In thousands of U.S. dollars (except
number of shares and per share data)
Non-current assets
Property, plant and equipment, net
Other non-current assets (2)(3)
Current assets
Cash and cash equivalents
Other current assets
Non-current assets classified as held for
sale
At December 31,
2020(1)
2019
2018
2017
2016
8,289,460
6,504,681
1,784,779
4,566,775
537,882
4,023,927
8,757,320
6,539,581
2,217,739
4,178,213
519,965
3,656,150
8,121,824
5,817,609
2,304,215
4,426,038
250,541
4,173,348
7,727,283
5,349,753
2,377,530
4,395,283
337,779
4,054,741
5,622,556
4,135,977
1,486,579
2,700,314
183,463
2,506,603
4,966
2,098
2,149
2,763
10,248
Total assets
12,856,235
12,935,533
12,547,862
12,122,566
8,322,870
Capital and reserves attributable to the
owners of the parent
Non-controlling interest
Non-current liabilities
Borrowings
Deferred tax liabilities
Other non-current liabilities(3)
Current liabilities
Borrowings
Other current liabilities
Total liabilities
7,286,115
1,157,038
6,611,665
1,103,208
6,393,255
1,091,321
5,010,424
842,347
4,391,298
775,295
2,559,485
1,327,289
346,485
885,711
1,853,597
395,604
1,457,993
3,452,535
1,628,892
403,278
1,420,365
1,768,125
559,782
1,208,343
3,236,756
1,637,101
474,431
1,125,224
1,826,530
399,856
1,426,674
3,442,521
1,716,337
513,357
1,212,827
2,827,274
1,505,570
1,321,704
1,324,785
396,742
609,004
319,039
1,831,492
821,893
1,009,599
4,413,082
5,220,660
5,063,286
6,269,795
3,156,277
Total equity and liabilities
12,856,235
12,935,533
12,547,862
12,122,566
8,322,870
Number of shares
1,963,076,776 1,963,076,776 1,963,076,776 1,963,076,776 1,963,076,776
(1) The functional currency of Ternium's subsidiary Ternium Argentina has changed from the Argentine Peso to the US dollar.
This change is prospective from January 1, 2020, and does not affect the balances at December 31, 2019, 2018, 2017 and
2016, nor results or cash flows for the years then ended.
(2) Includes goodwill mainly related to the acquisition of our Mexican subsidiaries for a total amount of $662.3 million as of
December 31 of each year.
(3) In 2020, the Company recognized a $186.0 million non-cash gain related to the derecognition of a contingency on ICMS
tax benefits at Ternium Brasil (imposto sobre circulação de mercadorias e prestação de serviços), including a $380.1
million reduction in other non-current liabilities and a $194.1 million reduction in other non-current assets. For more
information see Item 8 “Financial Information—A. Consolidated Statements and Other Financial Information—Legal
Proceedings—Outstanding Legal Proceedings—ICMS deferral tax benefit – Action of Unconstitutionality."
Fiscal Year Ended December 31, 2020 compared to Fiscal Year Ended December 31, 2019
Overview
During 2020, the global economy was deeply affected by the COVID-19 pandemic and the measures taken around the
world to contain the spread of the SARS-CoV-2 virus, which resulted in a global crisis with an unprecedented speed
and severity in recent history. Although activity levels around the globe improved steadily during the second half of
2020 from a slump in the second quarter, new waves of infection have been spreading in various regions triggering
new preventive measures to contain it. There remains considerable uncertainty about the future duration and extent of
the pandemic with new and more contagious variants of the virus appearing and the vaccination programs yet in their
early stages.
At the start of the COVID-19 outbreak, Ternium took prompt action to mitigate the impact of the pandemic and the
crisis, and adapted its operations on a country-by-country basis to comply with applicable rules and requirements.
These actions included:
77
- Occupational health and safety. Ternium prioritizes the occupational health and safety of its employees, customers
and suppliers, and has adopted new protocols to ensure a safe working environment involving the use of face masks,
temperature checks, strict social distancing and workplace disinfection policies including the Company's
transportation, site entry and common working areas. In addition, we have implemented remote working where
possible and procedures to track individuals showing compatible COVID-19 symptoms and their close contacts.
Throughout the pandemic, Ternium operated all facilities under strict sanitary protocols, which included daily
temperature checks for all on-site workers and prompt testing of all individuals to ensure proactive contagion
prevention. The Company also conducted an extensive communications program across its facilities to promote health
and wellness protocols at both work and home. The Company's digital sales portal, Webservice, contributed to safe
working practices by channeling approximately 77% of total orders placed by commercial customers in 2020, with a
year-over-year increase in utilization of this portal compared to the 70% achieved before the COVID-19 outbreak. As
of the date of this annual report, remote work and other work arrangements have not adversely affected Ternium’s
ability to conduct operations. In addition, these alternative working arrangements have not adversely affected our
financial reporting systems, internal control over financial reporting or disclosure controls and procedures.
- Operations. Ternium has adjusted its operations to continue to supply steel products to essential sectors and other
customers and, at the same time, observe lockdowns and operating restrictions imposed in several jurisdictions.
Ternium's training programs were reinforced with webinars and online workshops.
- Liquidity. During the second quarter of 2020, Ternium took steps to ensure the continued strength of its financial
position, including the optimization of operations and overhead costs, and the reduction of working capital. In order to
mitigate the impact of the then expected lower sales, Ternium reduced its capital expenditure commitments for 2020
by slowing down or postponing investment projects, such as the new hot-rolling mill in Pesquería, Mexico, which is
now expected to commence operations during mid-2021. Moreover, on April 28, 2020, Ternium's Board of Directors
withdrew its annual dividend proposal for fiscal year 2019. Ternium's net debt position decreased during 2020, from
$1.5 billion at the end of December 2019 (borrowings of $2.2 billion less cash and equivalents plus other investments
of $0.7 billion) to $371.5 million at the end of December 2020 (borrowings of $1.7 billion less cash and cash
equivalents plus other investments of 1.4 billion).
- Support to third parties. To support our small and medium-sized customers and suppliers, we reinforced the financial
assistance provided under the ProPymes program and the assistance in obtaining loans from local financial institutions.
In addition, new tools were incorporated to ensure the continuity of ProPymes advisory and training activities, on both
remote and online formats.
- To support nearby communities, Ternium acted to strengthen medical response capabilities through a special funding
program mainly focused on the supply of medical equipment and personal protection gear to community health
centers. Reinforcement plans were designed in cooperation with hospital authorities in each of the communities near
Ternium's facilities, taking into consideration local population age and available healthcare infrastructure. Under this
program, Ternium provided infrastructure and equipment to 14 hospitals and healthcare facilities in four countries,
including equipment for intensive care units. In addition, we provided support to health centers in the process of
adapting their infrastructure; we manufactured face masks at our facilities and supported local entrepreneurs' initiatives
for ventilator manufacturing. In addition, in Monterrey, Mexico, Ternium constructed and operated a field hospital
with 100 beds and 10 intensive care units for the community.
- To foster knowledge sharing on COVID-19 disease treatments, we created a network of medical professionals
together with our affiliate Tenaris. Seventy doctors from local communities in Mexico, Argentina and Brazil
participated in a virtual meeting with their colleagues at Humanitas, an Italian network of hospitals controlled by the
Techint Group. Through this platform, Humanitas' know-how on dealing with the COVID-19 outbreak in Italy was
made available at a public virtual campus.
- Alongside the Fundación Hermanos Agustín y Enrique Rocca (Agustín and Enrique Rocca Brothers Foundation), and
Tenaris, Ternium contributed food for vulnerable families through the #SeamosUno project in Argentina. In addition,
Ternium provided food support for families of children participating at its educational programs in Rio de Janeiro,
Brazil, and for families of students at the Roberto Rocca Technical School in Pesquería, Mexico.
With net debt to last twelve months EBITDA ratio of 0.2 times at the end of December 2020, Ternium exhibited a
solid overall liquidity position with adequate capital and financial resources. Net debt at the end of December 2020 is
calculated as borrowings of $1.7 billion less cash and cash equivalents plus other investments of 1.4 billion. Last
twelve months EBITDA is calculated as operating income of $1.1 billion adjusted to exclude depreciation and
amortization of $631.1 million and a $186.0 million non-cash gain related to the derecognition of a contingency on
certain tax benefits at Ternium Brasil. Ternium has in place non-committed credit facilities and management believes
78
it has adequate access to the credit markets. Considering our financial position and the funds provided by operating
activities, management believes that we have sufficient resources to satisfy our current working capital needs, service
our debt and pay dividends. Management also believes that our liquidity and capital resources give us adequate
flexibility to manage our planned capital spending programs and to address short-term changes in business conditions.
Based on information available to the management as of the date of this annual report, management does not expect to
incur any material COVID-19-related contingency, and it considers its allowance for doubtful accounts sufficient to
cover risks that could arise from credits with customers in accordance with IFRS 9.
During 2020, shipments in the Mexican market were 5.9 million tons, representing 52% of Ternium’s total steel
shipments. Shipments in the Southern Region were 1.9 million tons in 2020, or 17% of Ternium’s consolidated
shipments in the steel segment, most of which are destined for the Argentine market. Shipments in the Other Markets
region were 3.5 million tons in 2020, or 31% of Ternium’s consolidated shipments in the steel segment. Our major
shipment destinations in the Other Markets region are usually the United States, Brazil, Colombia and Central
America.
Net sales in 2020 were $8.7 billion, including steel products net sales of $8.5 billion on steel shipments of 11.4 million
tons, other products net sales of $177.7 million and iron ore products net sales of $390.5 million on iron ore shipments
of 3.8 million tons. Most of the iron ore production was consumed in our steel operations. Steel revenue per ton was
$748 in 2020, lower than revenue per ton in 2019, mainly reflecting a weak steel price environment during the first
half of 2020, particularly at the start of the COVID-19 outbreak, partially offset by a consistent recovery during the
second half of the year.
Steel Shipments by Country in 2020
Equity holders' net income in 2020 was $778.5 million, equivalent to earnings per ADS of $3.97. Operating income
was $1.1 billion in 2020, including a non-cash gain related to the derecognition of a contingency on certain tax benefits
at Ternium Brasil equivalent to $0.95 per ADS. Net cash provided by operating activities was $1.8 billion, including a
working capital reduction of $352.8 million. In 2020, Ternium’s capital expenditures were $560.0 million, down 47%
year-over-year, reflecting the conclusion of some expansion projects and Ternium's decision to slow or postpone
several other projects across its facilities, including its new hot-rolling mill in the company’s Pesquería industrial
center in Mexico. The main investments carried out during 2020 included those made for the new hot-rolling mill, the
capacity expansion of the pulverized coal injection system in our Rio de Janeiro unit in Brazil, and projects aimed at
further improving environmental and safety conditions throughout our main facilities.
With net cash provided by operating activities of $1.8 billion and capital expenditures of $560.0 million, Ternium's net
debt position reached $371.5 million at the end of December 2020, down from $1.5 billion at the end of December
2019, with a net debt to last twelve months EBITDA ratio of 0.2 times. Net debt in 2020 is calculated as borrowings of
$1.7 billion less cash and cash equivalents plus other investments of 1.4 billion, and in 2019 as borrowings of $2.2
billion less cash and cash equivalents plus other investments of $0.7 billion. Last twelve months EBITDA is calculated
as operating income of $1.1 billion adjusted to exclude depreciation and amortization of $631.1 million and a $186.0
million non-cash gain related to the derecognition of a contingency on certain tax benefits at Ternium Brasil. EBITDA,
79
Mexico, 52%Argentina, 15%USA, 14%Brazil, 8%Colombia, 4%Other, 7% net debt position, net debt over last twelve months EBITDA and free cash flow are non-IFRS alternative performance
measures. Please see Exhibit 7.2 for more information on these measures.
Summary Results
Steel shipments (tons)
Iron ore shipments (tons)
Net sales ($ million)
Operating income ($ million)
EBITDA1 ($ million)
EBITDA2 margin (% of net sales)
EBITDA3 per ton ($)
Financial result, net ($ million)
Income tax result ($ million)
Profit for the year ($ million)
Profit attributable to owners of the parent ($ million)
Basic earnings per ADS ($)
2020
2019
11,360,000
12,511,000
3,797,000
8,735.4
1,079.5
1,524.5
17 %
134.2
22.3
(291.5)
867.9
778.5
3.97
3,576,000
10,192.8
864.6
1,525.7
15 %
121.9
(99.0)
(196.5)
630.0
564.3
2.87
Dif.
-9 %
6 %
-14 %
25 %
—
248 bps
10 %
-123 %
48 %
38 %
38 %
38 %
1 EBITDA equals operating income of $1.1 billion adjusted to exclude depreciation and amortization of $631.1
million and a $186.0 million non-cash gain related to the derecognition of a contingency on certain tax benefits at
Ternium Brasil.
2 EBITDA margin equals EBITDA of $1.5 billion divided by net sales of $8.7 billion.
3 EBITDA per ton equals EBITDA of $1.5 billion divided by steel shipments of 11.4 million tons.
Ternium's main steel markets contracted in 2020, negatively affected by the impact of the COVID-19 pandemic on
economic activity. A trough in steel demand during the second quarter, however, gave way to a steady recovery during
the second half of the year, helped by a gradual rebuilding of inventories and a shift in consumption patterns toward
consumer durables and housing. Consequently, total steel shipments in 2020 were 11.4 million tons, down 1.2 million
tons compared to 2019, mainly reflecting lower shipments of slabs to third parties and of finished steel in the Mexican
market.
Shipments in Mexico, Ternium's main steel market, decreased 6% year-over-year to 5.9 million tons. The country's
manufacturing industries gradually ramped up production during the second half of 2020, following a trough in the
second quarter, and achieved pre-pandemic levels during the fourth quarter.
Ternium's shipments in the Southern Region reached 1.9 million tons in 2020, down 1% year-over-year. Activity in the
construction and industrial sectors recovered during the second half of 2020, supported by increased demand of
durable goods and construction materials in Argentina. This shift in consumption patterns led to a high level of
shipments in the fourth quarter, above those prevailing before the COVID-19 outbreak.
In the Other Markets region, Ternium's finished steel shipments in 2020 were slightly down year-over-year with lower
shipments in Colombia, due to the impact of the pandemic, and higher shipments in the US market. During the second
half of 2020, our slab facility in Brazil returned to full capacity from minimum utilization rates in April, and increased
its integration with other Ternium's mills.
The Company’s consolidated net income in 2020 was $867.9 million on operating income of $1.1 billion. Operating
income increased year-over-year despite lower shipments, mainly reflecting a $186.0 million non-cash gain related to
the derecognition of a contingency on certain tax benefits at Ternium Brasil, lower purchased slab, raw material and
energy costs, and the positive impact on costs of weak local currencies vis-a-vis the US dollar, partially offset by lower
revenue per ton and the negative impact on costs of lower mill utilization rates.
Net Sales
Net sales in 2020 were $8.7 billion, 14% lower than net sales in 2019. The following table outlines Ternium’s
consolidated net sales for 2020 and 2019.
80
Net Sales ($ million)
Shipments (thousand tons)
Revenue/Ton ($/ton)
Mexico
Southern Region
Other Markets
2020
2019
4,568.3
5,326.7
1,761.9
1,696.6
2,171.6
2,866.7
Dif.
-14 %
4 %
-24 %
2020
5,913
1,924
3,523
2019
6,305
1,938
4,268
Total steel products
8,501.8
9,890.1
-14 % 11,360
12,511
Dif.
-6 %
-1 %
-17 %
-9 %
2020
2019
773
916
616
748
845
875
672
790
Dif.
-9 %
5 %
-8 %
-5 %
Other products (7)
177.7
296.1
Steel reporting segment
8,679.5
10,186.2
-40 %
-15 %
Mining reporting segment
390.5
364.1
7 %
3,797
3,576
6 %
103
102
1 %
Intersegment eliminations
(334.6)
(357.4)
Net sales
8,735.4
10,192.8
-14 %
(7) The item “Other products” primarily includes Ternium Brasil's and Ternium Mexico's electricity sales.
Cost of Sales
Cost of sales was $7.1 billion in 2020, a decrease of $1.4 billion compared to 2019. This was principally due to a $1.2
billion, or 18%, decrease in raw material and consumables used, mainly reflecting a 9% decrease in steel shipment
volumes and lower purchased slabs, raw material and energy costs; and to a $186.9 million decrease in other costs,
mainly including a $95.7 million decrease in maintenance expenses, a $65.6 million decrease in labor costs and a $38.4
million decrease in services and fees partially offset by a $18.3 increase in depreciation of property, plant and
equipment.
Selling, General and Administrative (SG&A) Expenses
SG&A expenses in 2020 were $762.9 million, or 9% of net sales, a decrease of $134.6 million compared to SG&A
expenses in 2019 mainly due to $45.1 million decrease in amortization of intangible assets, a $34.7 million decrease in
services and fees and office expenses, a $22.6 million decrease in labor costs, a $24.2 million decrease in freight and
transportation and a $6.9 million decrease in taxes.
Other net operating income
Other net operating income in 2020 was $206.8 million, compared to other net operating income of $21.7 million in
2019. Other operating income in 2020 included a $186.0 million non-cash gain related to the derecognition of a
contingency on ICMS tax benefits at Ternium Brasil (imposto sobre circulação de mercadorias e prestação de
serviços). For more information, see note 8 “Other operating income (expenses), net" and 24(i) (g) "Contingencies,
commitments and restrictions on the distribution of profits” to our consolidated financial statements included in this
annual report.
Operating Income
Operating income in 2020 was $1.1 billion, or 12% of net sales, compared to operating income of $864.6 million, or
8% of net sales in 2019. The following table outlines Ternium’s operating income by segment for 2020 and 2019:
81
$ million
Steel Segment
Mining Segment
Intersegment
Eliminations
Total
2020
2019
2020
2019
2020
2019
2020
2019
Net Sales
Cost of sales
8,679.5
10,186.2
(7,172.6)
(8,552.5)
SG&A expenses
(740.1)
(885.1)
Other operating income
(expense), net
Operating income
209.0
975.8
21.9
770.5
390.5
(268.9)
(22.8)
(2.1)
96.7
EBITDA1
1,370.6
1,383.2
146.9
140.3
364.1
(334.6)
(357.4)
8,735.4
10,192.8
(259.5)
(12.3)
341.6
—
359.6
(7,099.9)
(8,452.4)
—
(762.9)
(897.5)
(0.3)
91.9
—
7.0
7.0
—
2.2
2.2
206.8
1,079.5
21.7
864.6
1,524.5
1,525.7
1 EBITDA equals operating income of $1.1 billion adjusted to exclude depreciation and amortization of $631.1 million and a
$186.0 million non-cash gain related to the derecognition of a contingency on certain tax benefits at Ternium Brasil.
Net Financial Results
Net financial results were a $22.3 million gain in 2020, mainly reflecting investment returns on Ternium's liquidity
position. In 2019, net financial results were a loss of $99.0 million.
Equity in Results of Non-Consolidated Companies
Equity in results of non-consolidated companies was a gain of $57.6 million in 2020, compared to a gain of $61.0
million in 2019 mainly due to lower results from Ternium's investment in Usiminas partially offset by higher results
from Ternium's investment in Techgen.
Income Tax Expense
Income tax expense in 2020 was $291.5 million or an effective tax rate of 25%, compared to $196.5 million in 2019,
or an effective tax rate of 24%.
Net Income Attributable to Non-controlling Interest
Net gain attributable to non-controlling interest in 2020 was $89.4 million, higher than a net gain of $65.8 million in
2019 mainly reflecting improved results at Ternium Argentina.
Fiscal Year Ended December 31, 2019 compared to Fiscal Year Ended December 31, 2018
Overview
During 2019, shipments in the Mexican market were 6.3 million tons, representing 50% of Ternium’s total steel
shipments. Apparent flat steel use decreased in the year reflecting a softer commercial market in 2019 and a strong
level of shipments in the first half 2018 in anticipation of rising steel prices. Shipments in the Southern Region reached
1.9 million tons in 2019, or 15% of Ternium’s consolidated shipments in the steel segment. Most of Ternium’s
shipments in the region are destined to the Argentine market. Apparent steel use decreased significantly in Argentina
in 2019, as the country's macroeconomic situation deteriorated. Shipments in the Other Markets region reached 4.3
million tons in 2019, or 34% of Ternium’s consolidated shipments in the steel segment. Our major shipment
destinations in the Other Markets region were the United States, Brazil, Colombia and Central America.
Net sales in 2019 were $10.2 billion, including steel products net sales of $9.9 billion on steel shipments of 12.5
million tons, other products net sales of $296.1 million and iron ore products net sales of $364 million on iron ore
shipments of 3.6 million tons. Most of the iron ore production was consumed in our steel operations. Steel revenue per
ton was $790 in 2019. Steel prices declined in North America during the year following a strong pricing environment
in 2018.
Net income attributable to Ternium's equity owners in 2019 was $564.3 million, or $2.87 per ADS, on operating
income of $864.6 million. Free cash flow was $595.4 million, with a high level of capital expenditures being partially
offset by a $572.7 million reduction in working capital. Free cash flow in 2019 was calculated as net cash provided by
operating activities of $1.6 billion less capital expenditures of $1.1 billion.
82
In 2019, the company’s capital expenditures were $1.1 billion, $532.0 million higher than in 2018, as Ternium's
investment program progresses as planned. The main investments carried out during the year included those made for
new hot-rolling, hot-dipped galvanizing and painting production capacity in the company’s Pesquería industrial center,
a new steel bar and coil mill in Colombia, improvement of environmental and safety conditions at certain facilities, the
expansion of connectivity, integration and automation of our operations, and those made in the iron ore mining
operations.
Ternium's net debt position reached $1.5 billion at the end of December 2019, with a net debt to last twelve months
EBITDA ratio of 1.0 time. Net debt in 2019 was calculated as borrowings of $2.2 billion less cash and cash
equivalents plus other investments of $0.7 billion, and EBITDA was calculated as operating income of $864.6 million
adjusted to exclude depreciation and amortization of $661.1 million.
Ternium's operating income in 2019 was $864.6 million, reflecting a good level of profitability, soft steel demand in
Mexico and a significant decline in steel shipments in Argentina. Operating income in 2019 decreased $1.2 billion
year-over-year, mainly due to $66 lower revenue per ton, a $30 increase in operating cost per ton and a 440,000-ton
decrease in shipments. Revenue per ton decreased in 2019 principally as a result of declining steel prices in Ternium's
North American markets in 2019 following a strong pricing environment in 2018. The increase in the steel segment's
operating cost per ton mainly reflected higher raw material and energy costs, and higher depreciation of property plant
and equipment, partially offset by lower labor costs and maintenance expenses. Shipments in 2019 reflected a 240,000-
ton decrease in Mexico, mainly due to a softer commercial market in 2019 and a strong level of shipments in the first
half of 2018 in anticipation of rising steel prices, and a 363,000-ton decrease in the Southern Region, mainly due to
weaker steel demand in Argentina, partially offset by a 163,000-ton increase in Other Markets due to higher sales of
slabs to third parties. The Company's net income in 2019 was $630.0 million, compared to net income of $1.7 billion
in 2018. The $1.0 billion year-over-year decrease was mainly due to lower operating income, partially offset by a
lower income tax expense and better financial results.
EBITDA, net debt position and net debt over last twelve months EBITDA are non-IFRS alternative performance
measures. Please see Exhibit 7.2 for more information on these measures.
Net Sales
Net sales in 2019 were $10.2 billion, 11% lower than net sales in 2018. The following table outlines Ternium’s
consolidated net sales for 2019 and 2018:
Net sales (in millions of U.S. dollars)
Mexico
Southern Region
Other Markets
Total steel products consolidated net sales
Other products (1)
Total steel segment net sales
2019
5,326.7
1,696.6
2,866.7
9,890.1
296.1
10,186.2
2018
6,134.0
1,933.4
3,023.6
11,091.0
362.4
11,453.4
Total mining segment net sales
364.1
282.0
Intersegment eliminations
(357.4)
(280.6)
Dif.
(13) %
(12) %
(5) %
(11) %
(18) %
(11) %
29 %
Total consolidated net sales
10,192.8
11,454.8
(11) %
(1) The item “Other products” primarily includes Ternium Brasil’s and Ternium Mexico’s electricity sales.
Cost of sales
Cost of sales was $8.5 billion in 2019, a decrease of $30.9 million compared to 2018. This was principally due to a
$100.1 million, or 5%, decrease in other costs mainly including an $87.8 million decrease in labor costs, a $52.5
million decrease in maintenance expense and a $52.4 million increase in depreciation of property plant and equipment;
partially offset by a $69.2 million increase in raw material and consumables used, mainly reflecting net higher raw
material, other inputs and energy costs partially offset by a 3% decrease in steel shipment volumes.
Selling, general and administrative (SG&A) expenses
83
SG&A expenses in 2019 were $897.5 million, or 9% of net sales, an increase of $20.7 million compared to SG&A
expenses in 2018 mainly due to a $24.5 million increase in amortization of intangible assets, an $8.9 million increase
in taxes and a $7.3 million increase in freight and transportation costs, partially offset by a $26.1 million decrease in
labor costs.
Other net operating income
Other net operating income in 2019 was a $21.7 million gain, compared to a $13.7 million gain in 2018.
Operating income
Operating income in 2019 was $864.6 million, or 8% of net sales, compared to operating income of $2.1 billion, or
18% of net sales, in 2018. The following table outlines Ternium’s operating income by segment for 2019 and 2018:
In millions of U.S. dollars
Steel segment
2019
2018
Mining segment
2018
2019
Intersegment
eliminations
2018
2019
Total
2019
2018
Net Sales
Cost of sales
SG&A expenses
Other operating income
(expense), net
Operating income
Steel reporting segment
10,186.2
11,453.4
364.1
282.0
(357.4) (280.6) 10,192.8
11,454.8
(8,552.5) (8,524.9) (259.5) (239.9) 359.6
281.5
(8,452.4) (8,483.3)
(885.1)
(860.9) (12.3) (15.9) —
—
(897.5)
(876.8)
21.9
770.5
12.9
2,080.6
(0.3)
0.7
26.9
—
2.2
—
0.8
21.7
864.6
13.7
2,108.4
91.9
The steel segment’s operating income was $770.5 million in 2019, a decrease of $1.3 billion compared to operating
income in 2018, reflecting lower net sales and slightly higher operating cost.
Net sales of steel products in 2019 decreased 11% compared to 2018, reflecting lower revenue per ton and shipments.
Revenue per ton decreased 8% mainly as a result of declining steel prices in Mexico in 2019 following a strong pricing
environment in 2018. Shipments decreased 3% year-over-year mainly as a result of lower volumes in the Southern
Region and Mexico.
Net Sales (million U.S. dollars)
Dif.
2019
2018
Shipments (thousands of tons)
2019
2018
Dif.
Revenue/ton ($/ton)
2019
2018
Dif.
Mexico
Southern Region
Other Markets
Total steel
products
5,326.7
1,696.6
2,866.7
6,134.0
1,933.4
3,023.6
-13 %
6,305.0
-12 %
-5 %
1,938.3
4,268.0
6,544.8
2,301.1
4,105.2
-4 %
-16 %
4 %
845
875
672
937
840
737
-10 %
4 %
-9 %
9,890.1
11,091.0
-11 % 12,511.3
12,951.1
-3 %
790
856
-8 %
Other products (1)
Total steel segment
296.1
10,186.2
362.4
11,453.4
-18 %
-11 %
(1) The item “Other products” primarily includes Ternium Brasil’s and Ternium Mexico’s electricity sales.
Operating cost increased 1% year-over-year as a result of higher operating cost per ton partially offset by the above-
mentioned 3% decrease in shipment volumes.
Mining reporting segment
The mining segment’s operating income was a gain of $91.9 million in 2019, compared to a gain of $26.9 million in
2018, reflecting higher iron ore sales partially offset by higher operating cost.
Net sales of mining products in 2019 were 29% higher than those in 2018, with 31% higher revenue per ton and a 1%
decrease in shipments.
84
Net Sales (million of U.S. dollars)
Shipments (thousands of tons)
Revenue per ton ($/ton)
Mining segment
2019
364.1
3,575.9
102
2018
282.0
3,616.3
78
Dif.
29 %
-1 %
31 %
Operating cost increased 7% year-over-year due to higher operating cost per ton partially offset by the above-
mentioned 1% decrease in shipments.
Net financial results
Net financial results were $99.0 million loss in 2019, compared to $179.6 million loss in 2018. During 2019,
Ternium’s net financial interest results totaled a loss of $59.2 million, compared with a loss of $109.9 million in 2018,
mainly reflecting lower average indebtedness and interest rates.
Net foreign exchange loss was $136.9 million in 2019 compared to $177.6 million in 2018, a $40.7 million year-over-
year improvement mainly related to the effect of the fluctuations of the Argentine peso against the U.S. dollar. In 2019,
the Argentine peso depreciated 37% against the U.S. dollar, compared to 51% in 2018, resulting in a relatively lower
negative impact in Ternium Argentina’s U.S. dollar financial position in 2019 (as Ternium Argentina used the
Argentine peso as its functional currency until the end of 2019).
Change in fair value of financial instruments included in net financial results was a $10.8 million loss in 2019
compared to a $99.3 million loss in 2018.
The effect of inflation on Ternium’s Argentine subsidiaries and associates’ short net monetary position, as a result of
the application of IAS 29, was a gain of $118.0 million in 2019 compared to a $191.4 million gain in 2018.
Equity in results of non-consolidated companies
Equity in results of non-consolidated companies was a gain of $61.0 million in 2019, compared to a gain of $102.8
million in 2018 mainly due to lower results from Ternium's investment in Usiminas.
Income tax expense
Income tax expense in 2019 was $196.5 million, or 24% of income before income tax, compared to an income tax
expense of $369.4 million, or 18% of income before income tax in 2018.
Net income attributable to non-controlling interests
Net gain attributable to non-controlling interest in 2019 was $65.8 million, compared to a net gain of $155.5 million in
2018.
B.
Liquidity and Capital Resources
We obtain funds from our operations, as well as from short-term and long-term borrowings from financial institutions.
These funds are primarily used to finance our working capital and capital expenditures requirements, as well as our
acquisitions and dividend payments (for further information on capital expenditures, see Item 4. “Information on the
Company—B. Business Overview—Capital Expenditure Program”). We hold money market investments, time
deposits and variable-rate or fixed-rate securities. Our gross financial indebtedness decreased in the 2019-2020 period,
from $2.0 billion at the end of 2018 to $1.7 billion at the end of 2020.
The following table shows the changes in our cash and cash equivalents for each of the periods indicated below:
85
In thousands of U.S. dollars
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Increase (decrease) in cash and cash equivalents
Effect of exchange rate changes
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year (1)
For the year ended December 31,
2018
2019
2020
1,739,265
1,647,619
1,761,246
(457,012)
(1,196,574)
(1,176,867)
(1,322,272)
(150,507)
(506,254)
(40,019)
300,538
78,125
(47,219)
(31,114)
(60,208)
337,779
250,541
519,965
250,541
519,965
537,882
(1) In addition to cash and cash equivalents, at December 31, 2020, 2019 and 2018, Ternium had $813.5, $212.3 and
$44.5 million of other investments with maturities of more than three months, respectively, and $0.1, $0.1 and $2.2
million in restricted cash, respectively.
Changes in cash and cash equivalents between December 31, 2019 and December 31, 2020
Overview
During 2020, Ternium’s primary source of funding was cash provided by operating activities. Cash and cash
equivalents as of December 31, 2020 was $537.9 million, a $17.9 million increase from $520.0 million at the end of
the previous year. In addition to cash and cash equivalents, as of December 31, 2020, we held other investments with
maturity of more than three months for a total amount of $816.2 million, increasing $600.9 million compared to
December 31, 2019.
Operating activities
Net cash provided by operating activities in 2020 was $1.8 billion. Working capital decreased by $352.8 million in
2020 as a result of an aggregate $237.9 million increase in accounts payable and other liabilities and $156.5 million
decrease in inventories, partially offset by an aggregate $41.6 million increase in trade and other receivables. The
inventory value decrease in 2020 was due to a $88.7 million lower steel volume, a $39.8 million inventory value
decrease in raw materials, supplies and other, and a $28.0 million lower cost of steel.
Change in inventory Dec’20 / Dec’19
(in millions of U.S. dollars)
Volume
Total
Price
Finished steel goods
Steel goods to undergo processing
(1.1)
(26.9)
(63.0)
(25.7)
(64.1)
(52.6)
Total steel goods
(28.0)
(88.7)
(116.7)
Raw materials, supplies and allowances
Total
Investing activities
(39.8)
(156.5)
Net cash used in investing activities in 2020 was $1.2 billion, primarily attributable to capital expenditures of $560.0
million and an increase of $600.9 million in financial investments with maturities of more than three months. The main
investments carried out during 2020 included those made for the new hot-rolling mill in Pesquería, Mexico, the
capacity expansion of the pulverized coal injection system in our Rio de Janeiro unit in Brazil, and projects aimed at
further improving environmental and safety conditions throughout our main facilities.
Financing activities
Net cash used in financing activities was $506.3 million in 2020, primarily attributable to net repayment of borrowings
of $464.1 million and financial lease payments of $42.1 million.
Principal Sources of Funding
Funding Policy
86
Management’s policy is to maintain a high degree of flexibility in operating and investment activities by maintaining
adequate liquidity levels and ensuring access to readily available sources of financing. We obtain financing primarily
in U.S. dollars, Argentine pesos and Colombian pesos. Whenever feasible, management bases its financing decisions,
including the election of currency, term and type of facility, on the intended use of proceeds for the proposed financing
and on costs. For information on our financial risk management, see note 28 “Financial risk management” to our
consolidated financial statements included in this annual report.
Ternium has in place non-committed credit facilities and management believes it has adequate access to the credit
markets. Considering our financial position and the funds provided by operating activities, management believes that
we have sufficient resources to satisfy our current working capital needs, service our debt and pay dividends.
Management also believes that our liquidity and capital resources give us adequate flexibility to manage our planned
capital spending programs and to address short-term changes in business conditions.
Financial Liabilities
Our financial liabilities consist mainly of loans with financial institutions. As of December 31, 2020, these facilities
were mainly denominated in U.S. dollars (97% of total financial liabilities). Total financial debt (inclusive of principal
and interest accrued thereon) decreased by $465.8 million in the year, from $2.2 billion as of December 31, 2019, to
$1.7 billion as of December 31, 2020. As of December 2020, current borrowings were 23% of total borrowings, none
of which corresponded to borrowings with related parties.
Net financial debt decreased by $1.1 billion in 2020, from $1.5 billion as of December 31, 2019, to $371.5 million as
of December 31, 2020. Net financial debt as of December 31, 2020 equaled 0.2 times 2020 EBITDA. Net financial
debt as of December 31, 2020 was calculated as borrowings of $1.7 billion less cash and cash equivalents plus other
investments of 1.4 billion, and as of December 31, 2019, as borrowings of $2.2 billion less cash and cash equivalents
plus other investments of 0.7 billion. 2020 EBITDA was calculated as operating income of $1.1 billion adjusted to
exclude depreciation and amortization of $631.1 million and a $186.0 million non-cash gain related to the
derecognition of a contingency on certain tax benefits at Ternium Brasil. . Net debt over last twelve months EBITDA
is a non-IFRS alternative performance measures—please see Exhibit 7.2 for more information on this measure.
Ternium’s weighted average interest rate for 2020 was 1.4%, compared to a 2.9% average interest rate in 2019. This
rate was calculated using the rates set for each instrument in its corresponding currency and weighted using the U.S.
dollar-equivalent outstanding principal amount of each instrument as of December 31, 2020. Such rates do not include
the effect of derivative financial instruments, nor fluctuations in the exchange rate between the instrument’s currencies
and the U.S. dollar.
Most Significant Borrowings and Financial Commitments
Our most significant borrowings as of December 31, 2020, were those outstanding under Ternium Mexico’s 2018
syndicated loan facility, Ternium Brasil’s 2019 syndicated loan facility, Ternium Investments’ 2017 syndicated loan
facility to finance the acquisition of Ternium Brasil and related transactions, and Tenigal’s 2012 syndicated loan
facility.
$ million
Date
Borrower
Type
2012/2013
Tenigal
Syndicated loan
September 2017
Ternium Investments
Syndicated loan
June 2018
August 2019
Ternium Mexico
Syndicated loan
Ternium Brasil
Syndicated loan
Original principal
amount
Outstanding
principal amount as
of December 31,
2020
Maturity
200
1,500
1,000
500
50
400
500
500
July 2022
September 2022
June 2023
August 2024
The main covenants in our syndicated loan agreements are limitations on liens and encumbrances, limitations on the
sale of certain assets, and compliance with financial ratios (e.g., leverage ratio). As of December 31, 2020, we were in
compliance with all covenants under our loan agreements. Our most significant financial commitments as of December
31, 2020, were the following:
- Two stand-by letters of credit covering 48% of the funding of a debt service reserve account under a syndicated loan
agreement between Techgen and several banks. Proceeds from the syndicated loan were used by Techgen to refinance
in full all amounts owed under a previous syndicated loan between Techgen and several banks for the construction of
its facilities. As of December 31, 2020, the amount guaranteed was approximately $21.4 million.
87
- A corporate guarantee covering 48% of the outstanding value of transportation capacity agreements among Techgen,
Kinder Morgan Gas Natural de Mexico, S. de R.L. de C.V., Kinder Morgan Texas Pipeline LLC and Kinder Morgan
Tejas Pipeline LLC, ending during the second half of 2036. As of December 31, 2020, the outstanding value of this
commitment was approximately $221.8 million, and our exposure under the guarantee issued in connection with these
agreements amounted to $106.5 million.
- A guarantee letter issued by Ternium Mexico covering up to approximately $62.5 million of the obligations of
Techgen under the Clean Energy Certificates trading agreement between Techgen and Enel Green Power S.A. de C.V.
The amount of the guarantee equals the amount payable by Techgen in the event it decides to terminate the agreement
prior to its expiration (and, accordingly, the guaranteed amount decreases progressively). The trading agreement was
signed on May 25, 2018 and terminates on June 30, 2041.
- A guarantee letter issued by Ternium Mexico covering up to approximately $25 million of the obligations of
Corporativo Empresarial GIMSA, S.A. de C.V., or GIMSA, under the natural gas trading agreement between GIMSA
and BP Energía México, or BPEM. The credit line granted by BPEM in connection with this natural gas trading
agreement amounted to approximately $25 million. As of December 31, 2020, the outstanding amount under the
natural gas trading agreement was $9.5 million, which is lower than the amount of the guarantee letter issued by
Ternium Mexico.
In addition, Ternium has various off-balance sheet commitments to purchase raw materials, energy (natural gas and
electricity), supplies (air, oxygen, nitrogen and argon), production equipment and logistic services. Off-balance sheet
commitments are discussed in note 24 (ii) to our consolidated financial statements included elsewhere in this annual
report.
For further information on our derivative financial instruments, financial leases, borrowings, commitments and
financial risk management, see notes 21, 22, 23, 24 and 28 to our consolidated financial statements included in this
annual report.
On February 23, 2021, the Company’s board of directors proposed that an annual dividend of $0.21 per share ($2.10
per ADS), or approximately $412.2 million in the aggregate, be approved at the Company’s annual general
shareholders’ meeting, which is scheduled to be held on May 3, 2021. If approved, the dividend will be paid on May
11, 2021.
Declared Dividends
$ per ADS
*Subject to approval by the Annual General Meeting of Shareholders to be held on May 3, 2021.
In 2021, Ternium expects to complete its new hot-rolling mill in its Pesquería unit in Mexico, which will enable us to
expand Ternium's presence in Mexico with cutting edge new products and should allow us to substitute high-value-
added steel imports targeting the demanding and innovative automotive industry, as well as the home appliance,
machinery, energy and construction sectors. The new mill, combined with our service center and distribution
capabilities in Mexico, is expected to enable us to enhance customer service and reduce lead-times in the value chain.
This technological leap forward in the country's steel production capacity has been accompanied by additional product
research and development capabilities to increase our range of product offerings. Ternium will broaden its dimensional
offerings with the most advanced steel grades meeting all industry requirements. The new high-end hot-rolling mill in
88
1.01.11.22.120162017201820192020*0.00.51.01.52.02.5
Mexico was a logical next step after the acquisition of our slab facility in Brazil, which has an annual production
capacity of 5 million tons of high-end steel slabs, a deep-water harbor and a 490 MW combined cycle power plant.
Ternium's industrial center in Pesquería will source high-end slabs from Ternium Brasil and from third parties.
Under the Pesquería greenfield project, in 2013 we inaugurated cold-rolling and galvanizing facilities that strengthened
our positioning in the high-end market sector and enabled us to continue displacing imports in key industrial segments
like the automotive sector. In 2019, we commenced operations of new hot-dipped galvanizing and painting lines,
expanding our product range for industrial markets with the most advanced painting technology in Mexico. With the
completion of the new mill, the industrial center in Pesquería will reach an annual production capacity of 4.4 million
tons of hot-rolled products, 1.6 million tons of cold-rolled products, 830,000 tons of hot-dipped galvanized products
and 120,000 tons of pre-painted products.
Ternium is progressing with the ramp-up of its new steel bar and coil mill in Palmar de Varela, Colombia. With annual
production capacity of 520,000 tons, the new steel bar and coil mill has increased our upstream integration in the
country. The new mill should enable Ternium to expand its market share in Colombia's dynamic construction sector by
offering an alternative to imports in the country's northern region. In addition, we expect to make progress with several
projects aimed at improving environmental and safety conditions throughout Ternium's facilities.
However, uncertainties persist regarding the effects of the COVID-19 pandemic on economic activity, which may
affect Ternium's markets and results of operations. For more information on the risks associated to the COVID-19
pandemic, see the section "Risk Factors" included in this annual report.
Ternium has adopted a new decarbonization strategy with a medium-term target to reduce Ternium’s carbon dioxide
emissions intensity rate by 20% in 2030, compared to its 2018 base rate of 1.7 tons of carbon dioxide per ton of steel.
The Company’s strategy to achieve this 2030 reduction target is based upon a multi-faceted approach, including the
intensified use of renewable energy at our facilities, increasing the participation of scrap in the metallic mix, increasing
carbon capture capacity at our DRI facilities in Mexico, partially replacing coking coal with charcoal at our operations
in Brazil and Argentina, and prioritizing lower specific-emission steelmaking technologies and energy efficiency
strategies.
The Company will continue analyzing and developing measures to decarbonize its operations over the longer term,
based upon current and emerging steel-making technologies, prospects for the availability of raw materials and other
inputs, renewable energy and required infrastructure, and appropriate government regulations to promote fair trade,
among other guiding factors.
Changes in cash and cash equivalents between December 31, 2018 and December 31, 2019
Overview
During 2019, Ternium’s primary source of funding was cash provided by operating activities. Cash and cash
equivalents as of December 31, 2019 was $520.0 million, a $269.4 million increase from $250.5 million at the end of
the previous year. The increase was mainly attributable to net cash provided by operating activities of $1.6 billion,
partially offset by net cash used in investing activities of $1.2 billion and net cash used in financing activities of $150.5
million.
In addition to cash and cash equivalents, as of December 31, 2019, we held other investments with maturity of more
than three months for a total amount of $212.3 million, increasing $167.7 million compared to December 31, 2018.
Operating activities
Net cash provided by operating activities in 2019 was $1.6 billion. Working capital decreased by $572.7 million in
2019 as a result of a $511 million decrease in inventories and an aggregate $167.6 million decrease in trade and other
receivables, partially offset by an aggregate $105.9 million decrease in accounts payable and other liabilities. The
inventory value decrease in 2019 was due to a $231.3 million lower steel volume; $197.5 million inventory value
decrease in raw materials, supplies and other; and an $82.2 million lower cost of steel.
89
Change in inventory Dec’19 / Dec’18
(in millions of U.S. dollars)
Volume
Total
Price
Finished steel goods
Steel goods to undergo processing
(20.9)
(61.3)
(61.8)
(169.5)
(82.7)
(230.8)
Total steel goods
(82.2)
(231.3)
(313.5)
Raw materials, supplies and allowances
Total
Investing activities
(197.5)
(511.0)
Net cash used in investing activities in 2019 was $1.2 billion, primarily attributable to capital expenditures of $1.1
billion and an increase in other investments, partially offset by recovery of loans from non-consolidated company
Techgen for a net amount of $24.5 million. The main investments carried out during 2019 included those made for
new hot-rolling, hot-dipped galvanizing and painting production capacity in the company’s Pesquería industrial center,
a new steel bar and coil mill in Colombia, improvement of environmental and safety conditions at certain facilities, the
expansion of connectivity, integration and automation of our operations, and those made in the iron ore mining
operations.
Financing activities
Net cash used in financing activities was $150.5 million in 2019, primarily attributable to total dividend payments of
$264.1 million ($235.6 million to the Company’s shareholders and $28.5 million to non-controlling interest) and
financial lease payments of $38.6 million, partially offset by net proceeds from borrowings of $152.2 million.
Principal Sources of Funding
Funding Policies
Management’s policy is to maintain a high degree of flexibility in operating and investment activities by maintaining
adequate liquidity levels and ensuring access to readily available sources of financing. We obtain financing primarily
in U.S. dollars, Argentine pesos and Colombian pesos. Whenever feasible, management bases its financing decisions,
including the election of currency, term and type of facility, on the intended use of proceeds for the proposed financing
and on costs. For information on our financial risk management, see note 28 “Financial risk management” to our
consolidated financial statements included in this annual report.
Ternium has in place non-committed credit facilities and management believes it has adequate access to the credit
markets. Considering our financial position and the funds provided by operating activities, management believes that
we have sufficient resources to satisfy our current working capital needs, service our debt and pay dividends.
Management also believes that our liquidity and capital resources give us adequate flexibility to manage our planned
capital spending programs and to address short-term changes in business conditions.
Financial Liabilities
Our financial liabilities consist mainly of loans with financial institutions. As of December 31, 2020, these facilities
were mainly denominated in U.S. dollars (97% of total financial liabilities). Total financial debt (inclusive of principal
and interest accrued thereon) decreased by $465.8 million in the year, from $2.2 billion as of December 31, 2019, to
$1.7 billion as of December 31, 2020. As of December 2020, current borrowings were 23% of total borrowings, none
of which represented borrowings from related parties.
The following table shows Ternium’s financial liabilities as of December 31 of each of the last three years:
In thousands of U.S. dollars
Bank borrowings (1)
2020
2019
2018
1,722,893
2,188,674
2,036,957
Total borrowings
1,722,893
2,188,674
2,036,957
90
(1) Net of debt issuance costs.
The weighted-average interest rates at December 31, each year of the last three years shown below were calculated
using the rates set for each instrument in its corresponding currency and weighted using the U.S. dollar-equivalent
outstanding principal amount of those instruments at December 31, each year, respectively. Such rates do not include
the effect of derivative financial instruments, nor fluctuations in the exchange rate between the instrument’s currencies
and the U.S. dollar.
Bank borrowings
2020
1.4%
2019
2.9%
2018
3.7%
Ternium’s weighted average interest rate for 2020 was 1.4%, a decrease compared to the 2.9% average interest rate in
2019. The year-over-year decrease in average interest rates was due mainly to lower U.S. dollar reference rates.
As of December 31, 2020, the maturities of our financial liabilities were as follows:
In thousands of U.S. dollars
At December 31, 2020
1 year
Or less
1 – 2
Years
2 – 3
Years
3 – 4
Years
4 – 5
Years
Over 5
Years
Total
Borrowings (1)(2)
395,604
659,942
136,573
521,415
9,359
—
1,722,893
(1) Borrowings are bank borrowings with third parties.
(2) Net of debt issuance costs.
For information on our derivative financial instruments, see Item 11. “Quantitative and Qualitative Disclosures about
Market Risk” and note 21 to the consolidated financial statements included elsewhere in this annual report.
Most Significant Borrowings
Our most significant borrowings as of December 31, 2020, were those outstanding under Ternium Mexico’s 2018
syndicated loan facility, Ternium Brasil’s 2019 syndicated loan facility, Ternium Investments' 2017 syndicated loan
facility to finance the acquisition of Ternium Brasil and related transactions, and Tenigal’s 2012 syndicated loan
facility.
In Millions of U.S. dollars
Tenigal
Borrower
Type
Date
2012/2013
Syndicated loan
September 2017 Ternium Investments Syndicated loan
Syndicated loan
June 2018
Syndicated loan
August 2019
Ternium Mexico
Ternium Brasil
Principal amount
Original
200
1,500
1,000
500
Outstanding as of
December 31, 2020
50
Maturity
July 2022
400 September 2022
500
500
June 2023
August 2024
The main covenants in our syndicated loan agreements are limitations on liens and encumbrances, limitations on
the sale of certain assets and compliance with financial ratios (e.g., leverage ratio). As of December 31, 2020, we
were in compliance with all covenants under our loan agreements.
For further information on our derivative financial instruments, financial leases, borrowings and financial risk
management please see notes 21, 22, 23 and 28 to the consolidated financial statements included elsewhere in this
annual report.
For information on Ternium’s capital expenditures, see Item 4. “Information on the Company—B. Business Overview
—Capital Expenditure Program.”
C.
Research and Development, Patents and Licenses, Etc.
91
For information related to this matter, see Item 4. “Information on the Company—B. Business Overview—Research
and Development; Product Development.”
D.
Trend Information
For information related to this matter, see “—Overview.”
E.
Off-Balance Sheet Arrangements
As of year-end 2020, the Company's most significant financial commitments were the following:
• Two stand-by letters of credit covering 48% of the funding of a debt service reserve account under a syndicated
loan agreement between Techgen and several banks. Proceeds from the syndicated loan were used by Techgen to
refinance in full all amounts owed under a previous syndicated loan between Techgen and several banks for the
construction of its facilities. As of December 31, 2020, the amount guaranteed was approximately $21.4 million.
• A corporate guarantee covering 48% of the outstanding value of transportation capacity agreements among
Techgen, Kinder Morgan Gas Natural de Mexico, S. de R.L. de C.V., Kinder Morgan Texas Pipeline LLC and
Kinder Morgan Tejas Pipeline LLC, ending during the second half of 2036. As of December 31, 2020, the
outstanding value of this commitment was approximately $221.8 million, and our exposure under the guarantee
issued in connection with these agreements amounted to $106.5 million.
• A guarantee letter issued by Ternium Mexico covering up to approximately $62.5 million of the obligations of
Techgen under the Clean Energy Certificates trading agreement between Techgen and Enel Green Power S.A. de
C.V. The amount of the guarantee equals the amount payable by Techgen in the event it decides to terminate the
agreement prior to its expiration (and, accordingly, the guaranteed amount decreases progressively). The trading
agreement was signed on May 25, 2018 and terminates on June 30, 2041.
• A guarantee letter issued by Ternium Mexico covering up to approximately $25 million of the obligations of
Corporativo Empresarial GIMSA, S.A. de C.V., or GIMSA, under the natural gas trading agreement between
GIMSA and BP Energía México, or BPEM. The credit line granted by BPEM in connection with this natural gas
trading agreement amounted to approximately $25 million. As of December 31, 2020, the outstanding amount
under the natural gas trading agreement was $9.5 million, which is lower than the amount of the guarantee letter
issued by Ternium Mexico.
In addition, as described below, Ternium has various off-balance sheet commitments to purchase raw materials, energy
(natural gas and electricity), supplies (air, oxygen, nitrogen and argon), production equipment and logistic services.
Off-balance sheet commitments are discussed in note 24 (ii) to the consolidated financial statements included
elsewhere in this annual report.
F.
Contractual Obligations
The following table summarizes our contractual obligations at December 31, 2020, and the effect such obligations are
expected to have on our liquidity and cash flow in future periods:
In millions of U.S. dollars
Contractual Obligations
Borrowings (1)
Estimated interest payments (2)
Purchase obligations (3)
Lease liabilities (4)
Labor-related obligations (5)
Total
1,722.9
55.1
1,053.1
294.1
535.3
Payments Due by Period
as of December 31, 2020
1-3
Years
3-5
Years
Less than 1
Year
395.6
25.6
498.5
42.5
33.6
796.5
25.9
137.4
83.8
64.1
530.8
3.6
139.1
51.0
69.7
After 5
Years
—
—
278.1
116.8
367.9
Total Contractual Obligations
3,660.5
995.8
1,107.7
794.2
762.8
(1)
Borrowings are bank borrowings with third parties. For further information, see “—B. Liquidity and Capital
Resources—Principal Sources of Funding.”
92
(2)
(3)
(4)
(5)
In calculating estimated interest payments for our borrowings that bear interest at a floating rate, we use the
variable rates in effect in the current interest period, and assume that such rate is fixed over the period(s)
measured.
Purchase obligations include mainly raw materials, energy (natural gas, electricity and steam for the
production of electricity), supplies (air, oxygen, nitrogen and argon), production equipment and logistic
services. For further information see note 24(ii) to the consolidated financial statements included elsewhere in
this annual report.
Lease liabilities include mainly buildings and facilities, production equipment, machinery and vehicles. For
further information, see note 22 to the consolidated financial statements included elsewhere in this annual
report.
Labor-related obligations include post-employment and other employee benefits, asset retirement obligations
and termination benefits. For further information see note 20 to the consolidated financial statements included
elsewhere in this annual report.
G.
Recent Developments
Annual Dividend Proposal
On February 23, 2021, the Company’s board of directors proposed that an annual dividend of $0.21 per share ($2.10
per ADS), or approximately $412.2 million in the aggregate, be approved at the Company’s annual general
shareholders’ meeting, which is scheduled to be held on May 3, 2021. If the annual dividend is approved, it will be
paid on May 11, 2021.
Item 6. Directors, Senior Management and Employees
A.
Directors and Senior Management
Board of Directors
Management of the Company’s is vested in a board of directors with the broadest power to act on behalf of the
Company and accomplish or authorize all acts and transactions of management and disposal that are within its
corporate purpose and not specifically reserved in the articles of association or by applicable law to the general
shareholders’ meeting. The Company's articles of association provide for a board of directors consisting of a minimum
of three and a maximum of fifteen directors; however, for as long as the Company's shares are listed on at least one
regulated market, the minimum number of directors must be five. The Company's current board of directors is
composed of nine directors.
The board of directors is required to meet as often as required by the interests of the Company and at least four times
per year. In 2020, the Company’s board of directors met nine times. A majority of the members of the board of
directors in office present or represented at the board of directors' meeting constitutes a quorum, and resolutions may
be adopted by the vote of a majority of the directors present or represented. In case of a tie, the chairman is entitled to
cast the deciding vote.
Directors are elected at the annual ordinary general shareholders’ meeting to serve one-year renewable terms, as
determined by the general shareholders’ meeting. The general shareholders’ meeting may dismiss all or any one
member of the board of directors at any time, with or without cause, by resolution passed by a simple majority vote.
On January 9, 2006, Tenaris and a wholly owned subsidiary of San Faustin entered into a shareholders’ agreement,
pursuant to which the San Faustin subsidiary is required to take all actions in its power to cause one of the members of
the Company’s board of directors to be nominated by Tenaris and any directors nominated by Tenaris to be removed
only pursuant to written instructions by Tenaris. Tenaris and the San Faustin subsidiary also agreed to cause any
vacancies on the board of directors to be filled with new directors nominated by either Tenaris or the San Faustin
subsidiary, as applicable. On April 27, 2007, the San Faustin subsidiary assigned all of its rights and obligations under
the shareholders’ agreement to Techint. The shareholders’ agreement will remain in effect so long as each of the
parties holds at least 5% of the shares of the Company or until it is terminated by either Tenaris or Techint pursuant to
its terms. Carlos A. Condorelli was nominated by Tenaris and appointed as a director of the Company pursuant to such
shareholders' agreement.
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The Company's articles of association provide that the board of directors of the Company may, within the limits of
applicable law, (a) delegate to one or more persons, whether or not members of the board of directors, the Company’s
day-to-day management and the authority to represent the Company, provided, however, that the delegation of the
Company's day-to-day management and representation authority to a member of the board of directors shall be subject
to the prior authorization of the general shareholders' meeting, (b) delegate to one or more persons, whether or not
members of the board of directors, the powers necessary to carry out the Company's decisions (except for approval of
material transactions with related parties), (c) confer to one or more persons, whether or not members of the board of
directors, the powers deemed to be appropriate for the general technical, administrative and commercial management
of the Company, and (d) constitute and determine the responsibilities, powers and authority (including without
limitation an audit committee), the members of which may be selected either from among the directors or outside
thereof. On June 5, 2020, the board of directors appointed the Company's chief executive as administrateur délégué
and delegated to him the power to manage the Company's affairs within the ordinary course of business, to the full
extent permitted by Luxembourg law, to direct and supervise the business activities of the Company's subsidiaries and
to represent the Company in relation to such matters.
On June 5, 2020, the Company’s annual general shareholders’ meeting resolved to increase the number of directors to
nine, approved the re-election of the members of the board of directors, Mr. Ubaldo José Aguirre, Mr. Roberto Bonatti,
Mr. Carlos Alberto Condorelli, Mr. Vincent Robert Gilles Decalf, Mr. Adrian Lajous Vargas, Mr. Gianfelice Mario
Rocca, Mr. Paolo Rocca and Mr. Daniel Agustín Novegil, and appointed Ms. Gioia Ghezzi as a new board member.
All board members were elected to hold office until the next annual general shareholders’ meeting. The board of
directors subsequently reappointed Paolo Rocca as its chairman, Daniel Novegil as its vice-chairman and Máximo
Vedoya as chief executive officer of the Company.
The following table sets forth the current members of the board of directors of the Company, their respective offices
on the board, their principal occupation, their years of service as board members and their age.
Name
Position
Principal Occupation
Paolo Rocca (1)
Chairman
Chairman and CEO of Tenaris, director and
president of San Faustin
Vice Chairman Vice chairman of Ternium
Daniel Agustín Novegil
Director
Ubaldo José Aguirre
Director
Roberto Bonatti (1)
Director
Carlos Alberto Condorelli
Gioia Ghezzi
Director
Vincent Robert Gilles Decalf Director
Director
Adrián Lajous Vargas
Managing director of Aguirre y Gonzalez S.A.
Director of San Faustin
Director of Tenaris and Ternium
Independent director
Independent director
President of Petrométrica, S.C.
Chairman of the board of directors of San
Faustin, director of Tenaris, president of
Humanitas Group and president of the board
of directors of Tenova
Gianfelice Mario Rocca (1)
Director
Years as
director
Age at
December 31,
2020
15
15
14
15
14
—
4
14
14
68
68
72
71
69
59
58
77
72
(1) Paolo Rocca and Gianfelice Rocca are brothers, and Roberto Bonatti is Paolo and Gianfelice Rocca’s first cousin.
Paolo Rocca. Mr. Rocca is the Chairman of the Company’s board of directors. He is a grandson of Agostino Rocca.
He is also the chief executive officer and Chairman of the board of directors of Tenaris, and director and president of
San Faustin. He is a member of the executive committee of worldsteel. Mr. Rocca is an Italian citizen.
Ubaldo José Aguirre. Mr. Aguirre has served on the Board of Directors since 2006. He is a managing director of
Aguirre y Gonzalez S.A., an Argentine financial services firm and a member of the Administrative Board of
Universidad Católica Argentina. Since 2005, he also serves as chairman of the board of directors of Permasur S.A., an
Argentine winery, and of Editorial Sur S.A. He is former Chairman of the board of directors of Holcim Argentina S.A.
and former President of the Rotary Club of Buenos Aires. Mr. Aguirre formerly served as director and chairman of the
audit committee of Ternium Argentina. Mr. Aguirre began his career at the World Bank in Washington, D.C. In
addition, Mr. Aguirre has been a member of the boards of each of Argentina’s Central Bank, Banco de la Nación
Argentina and Banco Nacional de Desarrollo. He also served as the Republic of Argentina’s financial representative
for Europe in Geneva and as negotiator on behalf of the Republic of Argentina with the Paris Club. Mr. Aguirre is an
Argentine citizen.
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Roberto Bonatti. Mr. Bonatti is a member of the Company’s board of directors. He is a grandson of Agostino Rocca,
founder of the Techint Group, a group of companies controlled by San Faustin. Throughout his career in the Techint
Group he has been involved specifically in the engineering and construction and corporate sectors. He was first
employed by the Techint Group in 1976, as deputy resident engineer in Venezuela. In 1984, he became a director of
San Faustin and from 2001 to 2020 he has served as its president. He is also a member of the Board of Directors of
Tenaris. Mr. Bonatti is an Italian citizen.
Carlos Alberto Condorelli. Mr. Condorelli is a member of the Company’s board of directors. He is also a member of
the board of directors of Tenaris. He has held several positions within Tenaris, including chief financial officer from
October 2002 until September 2007, the chief financial officer position in some of the principal Tenaris group
companies and member of its audit committee between November 1, 2017 and May 2, 2018. He also served as
president of the board of directors of Empresa Distribuidora La Plata S.A., or Edelap, an Argentine utilities company.
Mr. Condorelli is an Argentine citizen.
Gioia Ghezzi. Ms. Ghezzi has served as a member of the Company’s board of directors since 2020. She has served
since 2019 as chairperson of RGI (software provider). Ms Ghezzi was a member of the board of Ferrovie dello Stato
(Italy) from May 2014 and its chairperson from December 2015 until July 2018. She has served as a board member of
the Humanitas Group since 2017 and in different companies in the insurance, infrastructure and innovation and
technology areas, in and out of Italy. She has held executive roles in the Zurich Insurance Group, Willis Group
Holdings, McKinsey & Co. and IBM Research, among others. Ms. Ghezzi is a theoretical physicist, with a London
Business School Executive MBA. Ms. Ghezzi is a British and Italian citizen.
Vincent Robert Gilles Decalf. Mr. Decalf has served as a director of the Company since September 2015 and the audit
committee’s chairman since 2020. He is also a non-executive director of various financial, insurance or commercial
companies such as Covea Luxembourg or Wealins S.A. He is also a member of the board of directors of the
Luxembourg Institute for Directors and Managers (Institut Luxembourgeois des Administrateurs). Mr. Decalf is a
certified independent director since 2014. From 1989 to 2008, Mr. Decalf held executive positions in different
countries within Société Générale and has extensive experience in the financial industry. He has been an authorized
director for insurance, banking or financial companies under Luxembourg regulation for more than twenty years. Mr.
Decalf is a French and Luxembourg citizen.
Adrian Lajous Vargas. Mr. Lajous has served as a director of the Company since 2006. Mr. Lajous currently serves
as president of Petrométrica, S.C., a non-executive director of Técnicas Reunidas, S.A. and of the Colegio de México
Foundation. Mr. Lajous began his career teaching economics at El Colegio de México and in 1977 was appointed
director general for energy at Mexico’s Ministry of Energy. Mr. Lajous joined Petróleos Mexicanos, or Pemex, in
1983, where he held a succession of key executive positions including executive coordinator for international trade,
corporate director of planning, corporate director of operations and director of refining and marketing. From 1994 until
1999, he served as chief executive officer of Pemex and chairman of the boards of the Pemex Group of operating
companies. In addition, he served as non-executive director of Schlumberger, Ltd. from 2002 up to 2014, was the
Chairman of the Oxford Institute for Energy Studies for 13 years and served on the Board of Trinity Industries for
more than 10 years. Mr. Lajous is a Mexican citizen.
Daniel Agustín Novegil. Mr. Novegil currently is a director and vice-chairman of the Board. He served as chief
executive officer of the Company from 2005 to 2018. With more than 40 years of experience in the steelmaking
industry, in 1993 he was appointed managing director (CEO) of Ternium Argentina and was on the board of directors
of Usiminas from 2013 until 2015. From 1993 he has also been a member of the board of directors of the World Steel
Association and is currently a fellow of the Nominating Committee and former president of Alacero (Latin American
Steel Association). Since 1999 to 2014 he was a member of the Advisory Board of the Sloan Masters Program at
Stanford University, where he graduated as Master of Science in Management. Mr. Novegil is an Argentine citizen.
Gianfelice Mario Rocca. Mr. Rocca is a member of the Company’s board of directors. He is a grandson of Agostino
Rocca. He is chairman of the board of directors of San Faustin, member of the board of directors of Tenaris, president
of the Humanitas Group and president of the board of directors of Tenova. Moreover, in Italy, he is member of the
Board of Bocconi University, and member of the advisory board of Politecnico di Milano. At international level, he is
member of the Harvard Business School Advisory Board and member of ERT (European Round Table of
Industrialists). Mr. Rocca is an Italian citizen.
Directors' Liability
Each director must act in the interest of the Company, and in accordance with applicable laws, regulations, and the
Company’s articles of association. Directors are also bound by a general duty of care owed to the Company.
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Under the Luxembourg law of August 10, 1915 on commercial companies, as amended (the "Luxembourg Company
Law"), directors may be liable to the Company in accordance with general law for the execution of their mandate and
for any misconduct in the management of the Company's affairs. Directors are jointly and severally liable towards
either the Company or any third parties from damages resulting from the violation of the Luxembourg Companies Law
or the Company’s articles of association. Directors shall be discharged from such liability in the case of a violation to
which they were not a party, provided no misconduct is attributable to them and such violation has been reported to the
first general meeting of shareholders after they have acquired knowledge thereof.
Causes of action against directors for damages may be initiated by the Company upon a resolution of the shareholders’
meeting passed by a simple majority vote, irrespective of the number of shares represented at the meeting. Causes of
action against directors who misappropriate corporate assets or commit a breach of trust may be brought by any
shareholder for personal losses different from those of the Company.
An action may also be brought against the directors on behalf of the Company by shareholders who, at the general
meeting which decided upon discharge of such directors or members, owned voting securities representing at least ten
per cent of the votes attaching to all such securities.
It is customary in Luxembourg that the shareholders expressly discharge the members of the board of directors from
any liability arising out of or in connection with the exercise of their mandate when approving the Company’s annual
accounts at the annual shareholders’ meeting. However, such discharge will not release the directors from liability for
any damage caused by unrevealed acts of mismanagement or unrevealed breaches of Luxembourg Company Law or
the Company’s articles of association, nor will it release the directors from liability for any personal loss of the
shareholders independent and separate from the losses suffered by the Company due to a breach either revealed and
unrevealed of either the Luxembourg Company Law or the Company’s articles of association.
Under Luxembourg law, unless the decision of the board of directors relates to ordinary business entered into under
normal conditions, any director having a direct or indirect financial interest conflicting with that of the Company in a
transaction which has to be considered by the board of directors, must advise the board thereof and cause a record of
his statement to be included in the minutes of the meeting and may not take part in the deliberations. At the next
following general meeting, before any other resolution is put to vote, a special report must be made on any transactions
in which any of the directors may have had an interest conflicting with that of the Company.
Auditors
The Company’s articles of association require the appointment of an independent audit firm in accordance with
applicable law. Auditors are appointed by the general shareholders’ meeting, on the audit committee’s
recommendation, through a resolution passed by a simple majority vote. The primary responsibility of the auditor is to
audit the Company's annual accounts and consolidated financial statements and to submit a report on the accounts to
shareholders at the annual shareholders' meeting. In accordance with applicable law, auditors are chosen from among
the members of the Luxembourg Institute of Independent Auditors (Institut des réviseurs d’entreprises) and approved
by the Luxembourg Financial Sector Supervisory Commission (Commission de Surveillance du Secteur Financier).
Auditors are appointed by the general shareholders' meeting upon recommendation from the Company's audit
committee through a resolution passed by a simple majority vote, irrespective of the number of shares represented at
the meeting, to serve one-year renewable terms. Auditors may be reappointed and dismissed for reasonable cause at
any time by the general shareholders' meeting at the board of director's recommendation or, if the shares of the
Company are listed on a regulated market, at the audit committee's recommendation. Luxembourg law does not allow
directors to serve concurrently as external auditors. As part of their duties, the auditors report directly to the audit
committee.
Pursuant to its charter, the Company’s audit committee is responsible for, among other things, the oversight of the
independence and performance of the Company’s external auditors. The audit committee is also responsible to
consider and make recommendations to the board of directors, to be put to shareholders for approval at the annual
general meeting of shareholders, regarding the appointment, re-appointment or removal of the Company’s external
auditors. In addition, the audit committee is responsible to review the appropriateness and provision of permitted non-
audit fees and to review and approve any fees (whether for audit, audit-related and non-audit services) payable to the
Company’s external auditors. On a yearly basis, in the performance of its functions, the audit committee considers the
appointment of the Company’s external auditors and reviews, together with management and the external auditor, the
audit plan, audit related services and other non-audit services. The audit committee requests the board of directors to
submit the audit committee’s recommendation for the appointment of the Company’s external auditor for each fiscal
year and the payment of applicable fees, for final approval by the general shareholders’ meeting. The general
96
shareholders’ meeting regularly approves such audit fees and authorizes the audit committee to approve any increase
or reallocation of such audit fees as may be necessary, appropriate or desirable under the circumstances. No services
outside the scope of the audit committee’s approval can be undertaken by the external auditor.
The shareholders' meeting held on June 5, 2020, re-appointed PwC Luxembourg as the Company’s independent
approved statutory auditor for the fiscal year ended December 31, 2020. At the next annual general shareholders’
meeting scheduled to be held on May 3, 2021, it will be proposed that PwC Luxembourg be reappointed as the
Company’s independent approved statutory auditors for the fiscal year ending December 31, 2021.
Senior Management
The following table sets forth certain information concerning our senior management:
Name
Máximo Vedoya
Pablo Brizzio
César Alejandro Jiménez
Martín Berardi
Marcelo Chara
Héctor Obeso Zunzunegui
Oscar Montero Martínez
Pablo Hernán Bassi
Rubén Herrera
Roberto Demidchuk
Rodrigo Piña
Age at
December 31, 2020 Position
50
50
55
63
60
56
60
58
63
59
48
Chief Executive Officer
Chief Financial Officer
Ternium Mexico President
Ternium Argentina President
Ternium Brasil President
International Business Unit President
Planning and Global Business Development General Director
Engineering, Industrial Coordination and EHS Director
Quality Director
Chief Information Officer
Human Resources Director
Máximo Vedoya. Mr. Vedoya currently serves as our Chief Executive Officer. Prior to that, he served as President of
Ternium Mexico. He has held several other executive positions since joining the Techint Group in 1992, such as chief
executive officer of Ferrasa, director of Ternium Mexico’s international and steel purchase operations, commercial
director and export manager of Sidor and commercial planning manager of Ternium Argentina. He was also director of
Fedemetal (the Colombian Federation of Metallurgical Industries), AIMM (Venezuelan Association of Metallurgical
and Mining Industry) and is currently president of Canacero (Mexican steel association), president of Alacero, vice-
president of Caintra (Nuevo León Industrial Chamber), vice-president of CONCAMIN (Mexican Industrial Chamber)
and general counsellor of UDEM (University of Monterrey, Mexico). Mr. Vedoya is an Argentine citizen.
Pablo Brizzio. Mr. Brizzio currently serves as our Chief Financial Officer, a position he assumed in 2010. He began
his career in 1993 in Ternium Argentina. Since then, he has held several positions within the Company, such as
finance director of Ternium from 2005 to 2007 and in 2009, and chief financial officer of Sidor in 2008. Mr. Brizzio
holds a degree in industrial engineering from ITBA (Buenos Aires Institute of Technology) and a Master on Business
Administration from Duke University. Mr. Brizzio is an Argentine citizen.
César Alejandro Jiménez. Mr. Jiménez currently serves as President of Ternium Mexico. He assumed the position in
2018. Prior to that, he served as commercial vice president of Ternium Mexico since 2014. He has held other executive
positions since joining the company in 2007, such as CEO of Tenigal (2010-2014) and industrial sales director of
Ternium Mexico (2008-2009). In addition, he is member of the board of directors of Tenigal. He holds a BS in
computer science from UANL (Autonomous University of Nuevo León), a master degree in information systems
management from ITESM (Monterrey Institute of Technology and Higher Education) and general management
program studies at Harvard Business School. Mr. Jiménez is a Mexican citizen.
Martín Berardi. Mr. Berardi currently serves as President of Ternium Argentina. In addition, he is the Chairman of the
board of directors of Ternium Argentina. He began his career in the Techint Group in 1980 as a trainee in Propulsora
Siderúrgica. He has held several positions within the Techint Group including in Propulsora Siderúrgica, Siat S.A., or
Siat (an Argentine welded steel pipe manufacturer which is a Tenaris’s subsidiary) and Siderca S.A.I.C., or Siderca
(Argentine producer of seamless steel pipe products, which is a Tenaris’s subsidiary). He served as managing director
of Siat (1992-1995), managing director of Mexican steel company Tubos de Acero de México S.A., or Tamsa
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(1995-2000), president and chief executive officer of Venezuelan steel company Sidor (2000-2004) and became
managing director (October 2004), executive vice president and President of Ternium Argentina. He was president of
the IVES (Venezuelan Steel Institute) between 2002 and 2004, president of Grupo Mercofer between 2006 and 2009,
vice-president of CAA (Argentine Steel Chamber) between 2014 and 2015, and president of Alacero between 2013
and 2015. He is currently president of CAA and a member of the board of directors of Alacero and a member of the
board of directors of ITBA. Mr. Berardi holds an industrial engineering degree from ITBA and a M.S. in management
from Stanford University. Mr. Berardi is an Argentine citizen.
Marcelo Chara. Mr. Chara currently serves as Ternium Brasil President. He began his career in the Techint Group in
1983. He has held several executive positions within the Techint Group in Argentina, Brazil and Venezuela, including
rolling operations director, central maintenance director and industrial director of Ternium Argentina (2006-2011 and
2015-2017), a position that he held until he assumed his current position at the Company. Mr. Chara also worked at
Usiminas as industrial vice president (2012-2014). He holds a degree in metallurgical engineering from Universidad
Católica de Córdoba and a Master of Science in metallurgy from Birmingham University. He is a board member of
IABr (Brazil Steel Institute) and of Alacero. Mr. Chara is an Argentine citizen.
Héctor Obeso Zunzunegui. Mr Obeso currently serves as our International Business Unit President. He assumed his
current position in 2012, then named international area manager. He has held several other executive positions since
joining the Company in the year 2007, such as quality & product director of Ternium Argentina, industrial sales
director of Ternium Mexico and commercial director of Ternium Mexico. Mr. Obeso is a Mexican citizen.
Oscar Montero Martínez. Mr. Montero currently serves as our Planning and Global Business Development General
Director. He began his career within the Company in 1984 as a commercial analyst in Ternium Argentina. Since then,
he has held several positions within Ternium Argentina in the planning, commercial and procurement areas. In 1998 he
assumed the position of strategic planning director in Sidor and in 2005 he assumed the position of planning and
operations general director of the Company. He assumed his current position in 2017. Mr. Montero is an Argentine
citizen.
Pablo Hernán Bassi. Mr. Bassi currently serves as our Engineering, Industrial Coordination and EHS Director. He
began his career in the Techint Group in 1987 holding several positions in the engineering departments of Siderca,
Techint-Compagnia Tecnica Internazionale S.p.A. and Ternium Argentina. He served as engineering and environment
director of Ternium Mexico (2005-2017) and assumed his current position in November 2017. Mr. Bassi holds a
degree in engineering from Universidad de Buenos Aires. Mr. Bassi is an Argentine citizen.
Rubén Herrera. Mr. Herrera is our Quality Director since July 1, 2008. He is also Quality Director of Ternium
Mexico since 2007. Since joining the Techint Group in 1990, he has held several other executive positions, including
mechanical metallurgical department chief in Siderca’s Industrial Research Center, product manager of Ternium
Argentina, and Quality and Product Director of Sidor. Mr. Herrera is an Argentine citizen.
Roberto Demidchuk. Mr. Demidchuk currently serves as our Chief Information Officer. He joined the Techint Group
in 1986 as a trainee for Techint Compañía Técnica Internacional S.A.C.I. Since then he has held several positions in
different Techint Group companies, including programming manager and procurement manager at Ternium Argentina
and supply chain director at Ternium. Mr. Demidchuk is an Argentine citizen.
Rodrigo Piña. Mr. Piña currently serves as our Human Resources Director. He assumed his current position in January
2013. Prior to that, he served as human resources director of Ternium Argentina. He has held several other executive
positions since joining the Company in 2004, such as commercial planning, CEO assistant and human resources
director assistant. Mr. Piña is an Argentine citizen.
B.
Compensation
The compensation payable to the members of the Company’s board of directors for the performance of their services
to the Company is determined at the annual ordinary general shareholders’ meeting. The general meeting of
shareholders held on June 5, 2020 approved the compensation paid to directors for the performance of their duties
during the fiscal year 2020, and resolved that (i) each director receive a fixed compensation for an amount of
$100,000; (ii) the chairman of the board of directors receive an additional fee of $250,000; (iii) each director who is
also a member of the Company's audit committee receive an additional fee of $45,000; and (iv) the chairman of the
audit committee receive, further, an additional fee of $10,000. In addition, it was proposed to the next annual ordinary
general shareholders’ meeting expected to be held on May 3, 2021 that each of the members of the board of directors
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receive an amount of $15,000 as an additional compensation for their services during the fiscal year 2020, and that the
chairman of the board of directors receives, further, an additional fee of $45,000; and that each of the members of the
board of directors who are members of the audit committee receive an additional fee of $10,000 for their services
during the fiscal year 2020. No variable compensation has been paid or shall be payable to directors for services
rendered during the year 2020 and no long-term incentive or pension plan is available to directors.
The aggregate cash compensation paid to all directors and senior managers of the Company for the year 2020
amounted to $13.7 million. This amount includes cash benefits paid to certain senior managers in connection with pre-
existing retirement plans. In addition, senior managers received, for the year 2020, 1,180,000 units for a total amount
of $4.3 million, in connection with the employee incentive retention program described in note 3(o)(3) “Employee
liabilities—Other compensation obligations” to the consolidated financial statements included elsewhere in this annual
report.
There are no service contracts between any director and Ternium that provide for material benefits upon termination of
employment. The Company does not provide pension, retirement or similar benefits to directors.
C.
Board Practices
For information related to this matter, see “—A. Directors and Senior Management.”
Audit Committee
Pursuant to the Company’s articles of association, as supplemented by the audit committee’s charter, for as long as the
Company’s shares are listed on at least one regulated market, the Company must have an audit committee composed of
at least three members, the majority of whom must qualify as independent directors, provided, however, that the
composition and membership of the audit committee shall satisfy such requirements as are applicable to, and
mandatory for, audit committees of issuers such as the Company under any law, rule or regulation applicable to the
Company (including, without limitation, the applicable laws, rules and regulations of such regulated market or
markets).
Under the Company’s articles of association, an independent director is a director who:
(i)
is not employed, and has not been employed in an executive capacity by the Company or any of its subsidiaries
within the five years preceding the ordinary general shareholders’ meeting at which the candidate for the board of
directors was voted upon;
(ii) does not receive consulting, advisory or other compensatory fees from the Company or any of its subsidiaries
(other than fees received as a member of the board of directors of any committee thereof and fees received as a
member of the board of directors or other governing body, or any committee thereof, of any of the Company’s
subsidiaries);
(iii) is not a person who directly or indirectly controls the Company;
(iv) does not have, and does not control a business entity that has, a material business relationship with the Company,
any of its subsidiaries or a person who directly or indirectly controls the Company, if such material business
relationship would reasonably be expected to adversely affect the director’s ability to properly discharge his or her
duties;
(v) does not control directly or indirectly, and is not and has not been, within the five years preceding the ordinary
general shareholders’ meeting at which the candidate for the board of directors was voted upon, employed by a
present or former internal or external auditor of the Company, any of its subsidiaries or a person who directly or
indirectly controls the Company; and
(vi) is not a spouse, parent, sibling or relative up to the third degree of, and does not share a home with, any of the
persons listed above.
The audit committee of the Company's board of directors currently consists of three members, Ubaldo José Aguirre,
Adrián Lajous Vargas and Vincent Robert Gilles Decalf, who were appointed to the audit committee by the Company's
board of directors on June 5, 2020. All of them qualify as independent directors for purposes of the U.S. Securities
Exchange Act Rule 10A-3(b)(1) and under the Company's articles of association.
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The Company's audit committee operates under a charter that was amended and restated by the board of directors on
February 20, 2018. The audit committee assists the board of directors in fulfilling its oversight responsibilities with
respect to the integrity of the Company’s financial statements, including periodically reporting to the board of directors
on its activity; and the adequacy of the Company’s systems of internal control over financial reporting. The audit
committee is also responsible for making recommendations regarding the appointment, dismissal, compensation,
retention and oversight of, and for assessing the independence of, the Company’s external auditors (see Item 16.C “—
Principal Accountant Fees and Services” for additional information about the audit committee’s procedures with
respect to our independent auditors). The audit committee also performs other duties imposed by applicable laws, and
by regulations of the regulated market or markets on which the Company's shares are listed, as well as any other duty
entrusted to it by the Company’s board of directors.
In addition, the audit committee is required by the Company’s articles of association and audit committee’s charter to
review “material transactions”, as such term is defined by the Company’s articles of association and audit committee’s
charter), between the Company or its subsidiaries with “related parties,” as such term is defined by the Company’s
articles of association, in order to determine whether their terms are consistent with market conditions or are otherwise
fair to the Company and/or its subsidiaries. In the case of material transactions entered into by the Company's
subsidiaries with related parties, the Company's audit committee is not required to review material transactions
reviewed and approved by the independent members of the board of directors or other governing bodies of such
subsidiary nor material transactions reviewed and approved by a majority of the members of the board of directors or
other governing bodies of such subsidiary that were nominated by, or at the request of, the Company or its affiliates.
Under the Company’s articles of association, as supplemented by the audit committee’s charter, a Material
Transaction, is:
(i)
any transaction with or involving a Related Party (x) with an individual value equal to or greater than ten
million U.S. dollars or its equivalent in any other currency or (y) with an individual value lower than ten
million U.S. dollars or its equivalent in any other currency, when the aggregate sum of any series of
transactions reflected in the financial statements of the four fiscal quarters of the Company preceding the date
of determination (excluding any transactions that were reviewed and approved by any of the Company’s audit
committee or board of directors or the independent members of the board of directors or other governing body
of any subsidiary of the Company, or that were reviewed and approved by a majority of the members of the
board of directors or similar governing body of any subsidiary of the Company that were not nominated by or
at the request of the Company or any entity that directly or indirectly controls, or is under common control
with the Company) exceeds 1.5% of the Company’s consolidated net sales made in the fiscal year preceding
the year on which the determination is made; or
(ii)
any corporate reorganization transaction (including a merger, spin-off or bulk transfer of a business)
involving the Company or any of its direct or indirect subsidiaries for the benefit of, or involving, a Related
Party.
A Related Party is, in relation to the Company or its direct or indirect subsidiaries, any of the following persons: (i) a
member of the board of directors of the Company or of the board of directors or other governing body of any of the
Company’s subsidiaries; (ii) any company or person that controls directly or indirectly the Company or is a member of
the board of directors or other governing body of an entity that controls directly or indirectly the Company; (iii) any
entity that directly or indirectly controls or is under common control with the Company (other than the Company’s
subsidiaries); (iv) any entity directly or indirectly controlled by any member of the board of directors of the Company,
or of the board of directors or other governing body of any subsidiary of the Company; and (v) any spouses, parents,
siblings or relatives up to the third degree of, and any person that shares a home with, any person referred to in (i) or
(ii).
The audit committee has the power (to the maximum extent permitted by applicable laws) to request that the Company
or relevant subsidiary promptly provide all information necessary for the audit committee to assess the material
transactions with related parties that it is required to review. A material related party transaction shall not be entered
into without prior review by the Company's audit committee and subsequent approval by the board of directors unless
(i) the circumstances underlying the proposed transaction justify that it be entered into before the time it can actually
be reviewed by the Company’s audit committee or approved by the board of directors and (ii) the related party agrees
to unwind the transaction if the Company’s board of directors does not approve it.
The audit committee has the authority to conduct any investigation appropriate to the fulfilment of its responsibilities,
and has direct access to the Company’s external auditors as well as anyone in the Company and, subject to applicable
100
laws and regulations, its subsidiaries. In addition, the audit committee may engage, at the Company's expense,
independent counsel and other internal or external advisors to review, investigate or otherwise advise on, any matter as
the committee may determine to be necessary to carry out its purposes and responsibilities.
D.
Employees
The following table shows the number of persons employed by Ternium and its fully consolidated subsidiaries, and
excludes proportionally consolidated subsidiaries Consorcio Peña Colorada and Exiros:
Mexico
Argentina
Brazil
Colombia
Other
At December 31,
2019
2018
2020
8,764
5,755
3,784
1,265
605
9,032
5,157
3,733
1,339
602
9,287
5,494
3,863
1,428
588
Total employees
20,173
19,863
20,660
The number of our employees increased 2% year-over-year in 2020 mainly reflecting changes in operational settings
in the context of the COVID-19 pandemic.
A substantial majority of Ternium’s employees at its manufacturing subsidiaries are represented by labor unions. We
believe that we enjoy good or satisfactory relations with our employees and their unions in each of the countries in
which we have manufacturing facilities, and we have not experienced any major strikes or other labor conflicts with a
material impact on our operations over the last five years.
In Argentina, significant fluctuations in exchange rates, together with inflationary pressures, affect our costs, increase
labor demands and could eventually generate higher levels of labor conflicts.
E.
Share Ownership
To our knowledge, the total number of shares (in the form of ordinary shares or ADSs) beneficially owned by our
directors and senior management as of the date of this annual report represents less than 1% of our outstanding shares.
Item 7. Major Shareholders and Related Party Transactions
A.
Major Shareholders
The following table shows the beneficial ownership of our securities (in the form of ordinary shares or ADSs) by (1)
the Company’s major shareholders (persons or entities that have notified the Company of holdings in excess of 5% of
the Company's share capital), non-affiliated public shareholders, and (2) the Company’s directors and senior
management as a group.
The information below is based on the most recent information available to the Company.
Identity of Person or Group
Number
Percent
Techint Holdings S.à r.l. and subsidiaries (1)
1,243,433,112
229,713,194
41,666,666
100,000
489,830,470
62.02 %
11.46 %
2.08 %
— %
24.43 %
2,004,743,442
100.00 %
Tenaris (1)
Ternium S.A.
Directors and senior management as a group
Public
Total
101
(1) Each of Techint Holdings S.à r.l. and Tenaris is controlled by San Faustin. RP STAK holds voting
rights in San Faustin sufficient in number to control San Faustin. No person or group of persons
controls RP STAK.
As of February 26, 2021, 48,993,047 ADSs (representing 489,930,470 shares, or 24% of all outstanding shares of the
Company) were registered in the name of one record holder resident in the United States, as informed by BNY Mellon,
the Depositary for the ADS program.
The voting rights of the Company´s major shareholders do not differ from the voting rights of other shareholders.
None of its outstanding shares have any special control rights. There are no restrictions on voting rights, nor are there,
to the Company’s knowledge, any agreements among shareholders of the Company that might result in restrictions on
the transfer of securities or the exercise of voting rights, other than the agreement between San Faustin and Tenaris.
For information on this agreement see Item 6. "Directors, Senior Management and Employees - A. Directors and
Senior Management - Board of Directors."
The Company does not know of any significant agreements or other arrangements to which the Company is a party
and which take effect, alter or terminate in the event of a change of control of the Company. The Company is not
aware of any arrangements, the operation of which may at a later date result in a change of control of the Company.
B.
Related Party Transactions
Ternium is a party to several related party transactions as described in note 25 to the consolidated financial statements
included elsewhere in this annual report. Material related party transactions are subject to the review of the audit
committee of the Company’s board of directors and the requirements of Luxembourg law. For further detail on the
approval process for related party transactions, see Item 6. “Directors, Senior Management and Employees—C. Board
Practices—Audit Committee.”
Below is a description of relevant related party transactions.
Purchases of Raw Materials
In the ordinary course of business, Ternium buys raw materials and other production inputs from subsidiaries of
Tenaris. These transactions include:
•
•
purchases of ferrous scrap and other raw material, which amounted to $14.8 million in 2020, $17.4 million in 2019
and $8.9 million in 2018; and
purchases of steam and operational services from the Argentine electric power generating facility of Siderca for
Ternium Argentina in San Nicolás. Such transactions were discontinued during 2019. These purchases amounted to
$1.3 million in 2019 and $11.9 million in 2018.
Purchases of Steel Products
In the ordinary course of business, Ternium buys steel products from Usiminas and its subsidiaries. Purchases
amounted to $38.7 million in 2020, $59.9 million in 2019 and $73.2 million in 2018.
Sales of Steel Products and Raw Materials
In the ordinary course of business, Ternium sells steel products and raw materials to subsidiaries of Tenaris. These
transactions include:
•
•
•
sales of round steel bars under a long-term agreement to Tenaris’ facilities in Mexico, which amounted to $50.9
million in 2019 and $101.9 million in 2018, with no transactions during 2020;
sales of flat steel products to be used in the production of welded pipes and accessories, which amounted to $13.4
million in 2020, $19.4 million in 2019 and $32.4 million in 2018; and
sales of scrap and other raw materials to be used in the production of seamless pipes, which amounted to $2.3
million in 2020, $3.9 million in 2019 and $1.9 million in 2018.
In addition, Ternium sold metal building components and long steel products to Techint, a company controlled by San
Faustin, which amounted to $2.6 million in 2020, $0.3 million in 2019 and $0.6 million in 2018.
102
Furthermore, in September 2017, following the acquisition of Ternium Brasil, Ternium started selling steel slabs to
Usiminas. Sales amounted to $365.4 million in 2020, $367.0 million in 2019 and $569.3 million in 2018.
Supply of Electric Energy
Techgen, which is owned 48% by Ternium, 30% by Tecpetrol and 22% by Tenaris, operates an electric power plant in
Pesquería, Mexico. Ternium’s subsidiaries in Mexico and Tenaris currently contract 78% and 22%, respectively, of
Techgen’s power capacity.
Techgen sales of electricity to Ternium Mexico and Tenigal amounted to $243.1 million in 2020, $261.5 million in
2019 and $272.3 million in 2018. In addition, Techgen sells to third parties on behalf of Ternium Mexico and Tenigal
the unused electricity that Ternium Mexico and Tenigal purchased from Techgen. Ternium Mexico and Tenigal
received from Techgen on account of such unused electricity sales an amount of $63.8 million in 2020, $148.1 million
in 2019 and $205.2 million in 2018.
Supply of Natural Gas
Ternium Mexico has natural gas supply agreements with GIMSA, a natural gas distributor and a company in which
Ternium Mexico holds 23.84% equity participation. GIMSA sales to Ternium Mexico amounted to $66.7 million in
2020, $90.0 million in 2019 and $137.7 million in 2018.
Ternium Argentina has natural gas supply agreements with Tecpetrol and Energy Consulting Services, natural gas
transportation agreements with TGN, and natural gas distribution agreements with Litoral Gas. Tecpetrol is a company
controlled by San Faustin, engaged in oil and gas exploration and production and has rights to various oil and gas
fields in Argentina and elsewhere in Latin America. TGN operates two major pipelines in Argentina connecting the
major gas basins of Neuquén and Noroeste-Bolivia to the major consumption centers in Argentina. Litoral Gas is a
company that holds the regional license for gas distribution in the Province of Santa Fe and in the northeastern section
of the Province of Buenos Aires. Energy Consulting Services is a company engaged in energy and management
consulting, representing one of the major and most reliable natural gas traders in Argentina. San Faustin holds
significant but non-controlling interests in TGN, Litoral Gas and Energy Consulting Services.
Tecpetrol supplies natural gas at prices and on terms and conditions that are equivalent to those charged to Ternium
Argentina by other suppliers of natural gas. Tecpetrol’s sales to Ternium Argentina amounted to $27.9 million in 2020,
$26.7 million in 2019 and $16.9 million in 2018.
TGN charges Ternium Argentina a price to transport its natural gas supplies that is equivalent, on a comparable basis,
to prices paid by other industrial users. The Argentine government regulates the framework under which TGN operates
and prices its services. TGN’s sales to Ternium Argentina amounted to $4.8 million in 2020, $6.7 million in 2019 and
$7.0 million in 2018.
Litoral Gas distributes gas to Ternium Argentina’s northern plants. The Argentine government regulates the
framework under which Litoral Gas operates and establishes a maximum price for its distribution service. Litoral Gas’
sales to Ternium totaled $2.4 million in 2020, $2.6 million in 2019 and $2.4 million in 2018.
Provision of Engineering and Labor Services
Ternium contracts with certain companies controlled by San Faustin specialized in supplying engineering services,
construction services, labor and supervision services, for civil and electromechanical works, and cleaning, general
maintenance and handling of by-products services. Fees accrued for these services amounted to $72.9 million in 2020,
$154.6 million in 2019 and $88.2 million in 2018.
Purchase Agency Services and Sales of Materials
Exiros, in which we have 50% share ownership and Tenaris has remaining 50% share ownership, provides to
Tecpetrol and other companies controlled by San Faustin with purchase agency services and sales of raw materials and
other products. Under the Exiros shareholder arrangements, Ternium recognizes Exiros’ assets, liabilities, revenue and
expenses in relation to its interest in the joint operation. For further information, see Item 4. “Information on the
Company—B. Business Overview— Enhance Ternium’s Position as a competitive steel producer”. Exiros’ sales to
companies controlled by San Faustin totaled $2.4 million in 2020, $15.7 million in 2019 and $15.5 million in 2018, of
which the Company recognized $1.2 million, $7.9 million and $7.8 million in 2020, 2019 and 2018, respectively.
Sales and Purchases of Other Products and Services
103
Ternium enters into other transactions with companies controlled by San Faustin from time to time. Relevant
transactions were those for the purchase of plant equipment and spare parts, and technical assistance from Tenova and
from other related companies, which amounted to $36.5 million in 2020, $19.2 million in 2019 and $4.8 million in
2018.
Administrative Services, Legal and Other Support Services
Finma S.A.I.F., or Finma, Arhsa S.A, or Arhsa. and Techinst S.A., a group of companies controlled by San Faustin in
which the Company had a 33% share ownership and other affiliates of San Faustin had the remaining share ownership,
provided administrative and legal support services to San Faustin’s affiliates in Argentina, including Argentine
affiliates of Ternium. On July 4, 2018, Arhsa merged with Finma, with Finma continuing to render the services
previously provided by Arhsa. Fees accrued for these services amounted to $6.0 million in 2020, $8.4 million in 2019
and $7.5 million in 2018.
Loans to Related Parties
Ternium financed the construction and operation of Techgen’s Pesquería project primarily in the form of subordinated
loans to Techgen. Outstanding loans to Techgen amounted to $127.4 million, $127.7 million and $151.6 million as of
December 31, 2020, 2019 and 2018, respectively. These loans generated interest gains in favor of Ternium in an
amount of $7.2 million in 2020, $9.5 million in 2019 and $9.3 million in 2018. For further information on the Techgen
investment, see Item 4. “Information on the Company—C. Organizational Structure—Other investments—Techgen.”
Dividends from Related Parties
Ternium received dividend payments from Usiminas in an amount of $6.3 million in 2020, $3.1 million in 2019 and
$8.8 million in 2018.
Other Transactions
In addition, in the ordinary course of business, from time to time, we carry out other transactions and enter into other
arrangements with other related parties, none of which are considered to be material.
C.
Interest of Experts and Counsel
Not applicable.
Item 8. Financial Information
A.
Consolidated Statements and Other Financial Information
See Item 18 and pages F-1 through F-88 for Ternium's consolidated financial statements.
Legal Proceedings
Ternium is subject to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business,
including customer claims in which a third party is seeking reimbursement or indemnity. The Company’s liability with
respect to such claims, uncertain tax positions, lawsuits and other legal proceedings cannot be estimated with certainty.
Periodically, management reviews the status of each significant matter and assesses potential financial exposure. If the
potential loss from the claim or proceeding is considered probable and the amount can be reasonably estimated, a
liability is recorded. Management estimates the amount of such liability based on the information available and the
assumptions and methods it has concluded are appropriate, in accordance with the provisions of IFRS. Accruals for
such contingencies reflect a reasonable estimate of the losses to be incurred based on information available, including
the relevant litigation or settlement strategy, as of the date of preparation of these financial statements. As additional
information becomes available, management will reassess its evaluation of the pending claims, lawsuits and other
proceedings and revise its estimates. The loss contingencies provision amounts to $80.6 million and $613.4 million as
of December 31, 2020 and 2019, respectively.
Outstanding Legal Proceedings
The following legal proceedings were outstanding as of the date of this report:
Companhia Siderúrgica Nacional (CSN) – Tender offer litigation
104
In 2013, the Company was notified of a lawsuit filed in Brazil by Companhia Siderúrgica Nacional, or CSN, and
various entities affiliated with CSN against Ternium Investments, its subsidiary Ternium Argentina, and
TenarisConfab. The entities named in the CSN lawsuit had acquired a participation in Usiminas in January 2012. The
CSN lawsuit alleges that, under applicable Brazilian laws and rules, the acquirers were required to launch a tag-along
tender offer to all non-controlling holders of Usiminas ordinary shares for a price per share equal to 80% of the price
per share paid in such acquisition, or BRL 28.8, and seeks an order to compel the acquirers to launch an offer at that
price plus interest. If so ordered, the offer would need to be made to 182,609,851 ordinary shares of Usiminas not
belonging to Usiminas’ control group; Ternium Investments and Ternium Argentina’s respective shares in the offer
would be 60.6% and 21.5%.
On September 23, 2013, the first instance court dismissed the CSN lawsuit, and on February 8, 2017, the court of
appeals of São Paulo maintained the understanding of the first instance court. On March 6, 2017, CSN filed a motion
for clarification against the decision of the court of appeals, which was rejected on July 19, 2017. On August 18, 2017,
CSN filed with the court of appeals an appeal seeking the review and reversal of the decision issued by the court of
appeals by the Superior Court of Justice. On March 5, 2018, the court of appeals ruled that CSN’s appeal did not meet
the requirements for review by the Superior Court of Justice and rejected such appeal. On May 8, 2018, CSN appealed
against such ruling and on January 22, 2019, the court of appeals rejected such appeal and ordered that the case be
submitted to the Superior Court of Justice. On September 10, 2019, the Superior Court of Justice declared CSN’s
appeal admissible. The Superior Court of Justice will review the case and will then render a decision on the merits.
The Superior Court of Justice is restricted to the analysis of alleged violations to federal laws and cannot assess matters
of fact.
Ternium continues to believe that all of CSN’s claims and allegations are groundless and without merit, as confirmed
by several opinions of Brazilian legal counsel, two decisions issued by the Brazilian securities regulator (CVM) in
February 2012 and December 2016, and the first and second instance court decisions referred to above. Accordingly,
no provision has been recorded in Ternium's consolidated financial statements.
Shareholder claims relating to the October 2014 acquisition of Usiminas shares
On April 14, 2015, the staff of CVM, determined that an acquisition of additional ordinary shares of Usiminas by
Ternium Investments made in October 2014, triggered a requirement under applicable Brazilian laws and regulations
for Usiminas’ controlling shareholders to launch a tender offer to all non-controlling holders of Usiminas ordinary
shares. The CVM staff’s determination was made further to a request by NSSMC and its affiliates, who alleged that
Ternium’s 2014 acquisition had exceeded a threshold that triggers the tender offer requirement. In the CVM staff’s
view, the 2014 acquisition exceeded the applicable threshold by 5.2 million shares. On April 29, 2015, Ternium filed
an appeal to be submitted to the CVM’s Board of Commissioners. On May 5, 2015, the CVM staff confirmed that the
appeal would be submitted to the Board of Commissioners and that the effects of the staff’s decision would be stayed
until such Board rules on the matter.
On June 15, 2015, upon an appeal filed by NSSMC, the CVM staff changed its earlier decision and stated that the
obligation to launch a tender offer would fall exclusively on Ternium. Ternium’s appeal has been submitted to the
CVM’s Board of Commissioners and it is currently expected that such Board will rule on the appeal in 2021. In
addition, on April 18, 2018, Ternium filed a petition with the CVM’s reporting Commissioner requesting that the
applicable threshold for the tender offer requirement be recalculated taking into account the new ordinary shares issued
by Usiminas in connection with its 2016 BRL 1 billion capital increase and that, in light of the replenishment of the
threshold that would result from such recalculation, the CVM staff’s 2015 determination be set aside. In the event the
appeal is not successful, under applicable CVM rules Ternium may elect to sell to third parties the 5.2 million shares
allegedly acquired in excess of the threshold, in which case no tender offer would be required.
Potential Mexican income tax adjustment
In March 2015, the Mexican tax authorities, as part of a tax audit to Ternium Mexico with respect to fiscal year 2008,
challenged the deduction by Ternium Mexico’s predecessor IMSA Acero of a tax loss arising from an intercompany
sale of shares in December 2008. Although the tax authorities have not yet determined the amount of their claim, they
have indicated in a preliminary report that they have observations that may result in an income tax adjustment
currently estimated at approximately $ 54.2 million, including interest and fines. Additionally, in September 2018, the
Mexican tax authority, as a result of a tax audit for the fiscal year 2011 to Ternium Mexico, as predecessor of APM,
objected mainly the deduction of the tax loss remaining for the year 2008, for which the estimated income tax
adjustment would be of approximately $ 26.6 million, including interest and fines.
105
Ternium Mexico requested an injunction from the Mexican courts against the audit observations for the year 2008 and
the fiscal credit of the year 2011, and also filed its defense and supporting documents with the Mexican tax authorities.
The injunction for the year 2008 had a favorable resolution to Ternium Mexico in August 2020; consequently, in
November 2020, the Mexican tax authorities issued a new preliminary report in which continues having the same
observations with different arguments that may result in the same tax adjustment as per the above-included paragraph.
The Company, based on the advice of counsel, believes that an unfavorable outcome in connection with this uncertain
tax position is not probable and, accordingly, no provision has been recorded in Ternium's consolidated financial
statements.
Putative class action
Following the Company’s November 27, 2018 announcement that its chairman Paolo Rocca had been included in an
Argentine court investigation known as the Notebooks Case (a decision subsequently reversed by a higher court), a
putative class action complaint was filed in the U.S. District Court for the Eastern District of New York. On June 17,
2019, the lead plaintiff filed an amended complaint purportedly on behalf of purchasers of Ternium securities from
May 1, 2014 through November 27, 2018. The individual defendants named in the amended complaint are our
chairman, our former CEO, our current CEO and our CFO. That complaint alleged that during the class period, the
Company and the individual defendants inflated the price of Ternium’s ADSs by failing to disclose that the
nationalization proceeds received by Ternium when Sidor was expropriated by Venezuela were received or expedited
as a result of alleged improper payments made to Argentine officials. On September 14, 2020, the court granted a
motion to dismiss the claims against all defendants, with leave for plaintiff to file a second amended complaint.
Because plaintiffs did not file any second amended complaint, on November 17, 2020, the case was dismissed with
prejudice. The case is now closed.
Fishermen associations’ claims
Civil contingencies include lawsuits brought by a number of fishermen associations on behalf of their associates,
alleging that the dredge of Ternium Brasil’s deep-water port has had a negative impact on fish farming and
exploitation activities in the Sepetiba Bay area in Rio de Janeiro and that, as a result, fishermen in that area had
suffered damages. A provision in the amount of $24.5 million was recorded at the acquisition date in connection with
this matter ($10.9 million and $14.1 million as of December 31, 2020 and 2019, respectively).
Tax assessments relating to the use of certain ICMS tax credits
The Imposto Sobre Operações Relativas à Circulação de Mercadorias e Serviços, or ICMS, is a Brazilian value-added
tax on the services (inter-states) and the transfer of goods in Brazil. Payment of ICMS generates tax credits that,
subject to applicable law, rules and regulations, may be either used to offset ICMS payment obligations generated in
connection with domestic sales of products and services, or sold and transferred to third parties.
The Rio de Janeiro State Treasury Office is challenging the use by Ternium Brasil of ICMS tax credits generated in
connection with purchases of refractory materials in the period from December 2010 through December 2016, and
intends to assess taxes and impose fines on Ternium Brasil on the argument that such materials may not qualify as
“raw materials” or “intermediary products” but as “goods for consumption” and, accordingly, ICMS tax credits
generated in connection with their purchase are not available and may not be used to offset ICMS payment obligations
generated in connection with Ternium Brasil’s domestic sales of carbon steel slabs. Ternium Brasil has appealed the
Rio de Janeiro State Treasury Office's tax assessments and fines. A provision in the amount of $57.7 million was
recorded as of the acquisition date in connection with this matter ($34.9 million and $45.0 million as of December 31,
2020 and 2019, respectively).
ICMS deferral tax benefit – Action of Unconstitutionality
On March 31, 2005, through State Law No. 4,529 (Law RJ 4529), the State of Rio de Janeiro granted Ternium Brasil a
tax incentive consisting of a deferral of ICMS payable by Ternium Brasil in connection with the construction and
operation of the company’s Rio de Janeiro steelmaking complex. The incentive applies in respect of the acquisition of
fixed assets and certain raw materials (i.e. iron ore, pellets, alloys, coke, coal and scrap) and significantly reduces input
ICMS credit accumulation by Ternium Brasil. The tax incentive was granted for a period of 20 years from the
commencement of the construction works for Ternium Brasil’s Rio de Janeiro steel complex.
106
In 2012, a Brazilian political party filed a direct action of unconstitutionality against Law RJ 4529 before the Brazilian
Federal Supreme Court, claiming that the State Law should be declared unconstitutional because the tax incentive
granted pursuant to Law RJ 4529 had not been approved by Brazil’s National Council of Fiscal Policy (Conselho
Nacional de Política Fazendária, or CONFAZ).
In August 2017, the Brazilian Congress enacted Supplementary Law No. 160/2017, instituting a mechanism through
which the States may confirm any ICMS incentives they had granted in prior years without CONFAZ approval. In
furtherance of such Supplementary Law, in December 2017 the Brazilian States adopted ICMS Convention 190/2017,
establishing the applicable rules and deadlines for confirming such ICMS incentives. In accordance with the ICMS
Convention 190/2017, the State of Rio de Janeiro published its list of ICMS incentives, including, among others, the
ICMS benefit granted to Ternium Brasil, and filed with CONFAZ all relevant documents concerning such incentives.
On July 27, 2018, the Governor of Rio de Janeiro issued Decree No. 46,378, pursuant to which the State of Rio de
Janeiro reconfirmed, in accordance with ICMS Convention 190/2017, the ICMS tax benefits listed in its official
gazette publication made pursuant to the Convention, including, among others, Ternium Brasil’s ICMS tax benefits.
In October 2018, the State of Rio de Janeiro and the Federation of Industries of the State of Rio de Janeiro filed
petitions arguing that the action of unconstitutionality against Law RJ 4529 could not be judged by the Brazilian
Federal Supreme Court since, following the revalidation of such law under Supplementary Law No.160/17 and the
ICMS Convention 190/2017, such action of unconstitutionality had lost its purpose. On October 20, 2020, the
Reporting Justice Minister of the Brazilian Federal Supreme Court in charge of the case ruled that the action of
unconstitutionality against Law RJ 4529 was impaired by the supervening loss of its object, and on November 17,
2020, the Reporting Justice Minister’s ruling became final and not subject to any further recourses or appeals.
The tax benefits accumulated under Ternium Brasil’s ICMS incentive amounted to approximately $1.1 billion as of the
acquisition date of Ternium Brasil on September 7, 2017. In accordance with the guidance in IFRS 3, the Company
recorded as of the acquisition date a provision of $651.8 million (including estimated penalties and interest) in
connection with this matter, together with an asset of $325.9 million arising from its right to recover 50% of the
contingency amount from Thyssenkrupp.
As at December 31, 2020, both the asset, which expired on September 7, 2020, of $194.1 million ($254.4 million as of
December 31, 2019) recorded in the Company’s financial statements arising from its right to recover 50% of the
contingency amount from Thyssenkrupp and the contingent liability of $380.1 million ($508.9 million as of December
31, 2019) recorded in its financial statements in connection with this matter have been derecognized. Accordingly, the
Company recognized in the year ended December 31, 2020, a net gain in the amount of $186.0 million.
Dividend Policy
The Company does not have, and has no current plans to establish, a formal dividend policy governing the amount and
payment of dividends or other distributions. For a description of the shareholders’ and holders of ADS’ rights to
receive dividends and the conditions to declare and pay dividends, please refer to Item 10. “Additional Information—
B. Memorandum and Articles of Association—Dividends”.
The following table shows the dividends approved by the Company’s shareholders in the last five years:
Shareholders’ meeting
date
Approved dividend
Dividend payment
date
Amount
($ million)
Per share
($)
Per ADS
($)
May 4, 2016
May 3, 2017
May 2, 2018
May 6, 2019
June 5, 2020
180.4
196.3
215.9
235.6
—
0.090
0.100
0.110
0.120
—
107
0.90
1.00
1.10
1.20
—
May 13, 2016
May 12, 2017
May 10, 2018
May 14, 2019
-
Given the uncertainty around the effects of the recession originated by COVID-19 on the industry, and on their impact
on Ternium’s results of operations, cash flows or financial condition in the medium term, Ternium’s board of directors
withdrew its annual dividend proposal for fiscal year 2019.
On February 23, 2021, the Company’s board of directors proposed that an annual dividend of $0.21 per share ($2.10
per ADS), or approximately $412.2 million in the aggregate (which does not include the shares held by the Company),
be approved at the Company’s annual general shareholders’ meeting, scheduled to be held on May 3, 2021. If the
annual dividend is approved at the shareholders’ meeting, it will be paid on May 11, 2021. For more information, see
“Item 5G. Operating and Financial Review and Prospects –Recent Developments – Annual Dividend Proposal”.
B.
Significant Changes
Except as otherwise disclosed in this annual report, there has been no undisclosed significant change since the date of
the annual financial statements.
Item 9. The Offer and Listing
A.
Offer and Listing Details
The Company’s ADSs are listed on the New York Stock Exchange, or NYSE, under the symbol “TX.” Trading on the
NYSE began on February 1, 2006. As of March 10, 2021, a total of 2,004,743,442 shares were registered in the
Company’s shareholder register.
As of March 10, 2021, a total of 489,930,470 shares were registered on behalf of BNY Nominees Limited, related to
the Company’s ADR program. On February 26, 2021, the closing price for the Company’s ADSs reported by the
NYSE was $30.71.
New York Stock Exchange
As of February 26, 2021, a total of 48,993,047 ADSs were registered of record. Each ADS represents ten shares of the
Company’s share capital. For the year ended December 31, 2020, BNY Mellon acted as the Company’s depositary for
issuing ADRs evidencing the ADSs.
B.
Plan of Distribution
Not applicable.
C.
Markets
For information related to this matter, see “—A. Offer and Listing Details.”
D.
Selling Shareholders
Not applicable.
E.
Dilution
Not applicable.
F.
Expenses of the Issue
Not applicable.
Item 10. Additional Information
A.
Share Capital
Not applicable.
B.
Memorandum and Articles of Association
General
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The following is a summary of certain rights of holders of the Company’s shares. These rights are set out in the
Company’s articles of association or are provided by applicable Luxembourg law, and may differ from those typically
provided to shareholders of U.S. companies under the corporation laws of some states of the United States. This
summary is not exhaustive and does not contain all information that may be important to you. For more complete
information, you should read the Company’s articles of association, which are attached as an exhibit to this annual
report.
The Company is a public limited liability company (société anonyme) organized under the laws of Luxembourg. Its
object and purpose, as set forth in Article 2 of its articles of association, is the taking of interests, in any form, in
corporations or other business entities, and the administration, management, control and development thereof. The
Company is registered under the number B98 668 in the Luxembourg Registre de Commerce et des Sociétés.
The Company’s authorized share capital is fixed by the Company’s articles of association, as amended from time to
time, with the approval of shareholders at an extraordinary general shareholders’ meeting. The Company has an
authorized share capital of a single class of 3,500,000,000 shares having a nominal value of $1.00 per share. There
were 2,004,743,442 shares issued as of the date of this annual report. All issued shares are fully paid.
The Company’s articles of association authorize the board of directors, or any delegate(s) duly appointed by the board
of directors, to issue shares within the limits of its authorized share capital against contributions in cash, contributions
in kind or by way of incorporation of available reserves, at such times and on such terms and conditions, including the
issue price, as the board of directors, or its delegate(s) may in its or their discretion resolve.
The Company’s shareholders have authorized the board of directors to waive, suppress or limit any pre-emptive
subscription rights of shareholders provided for by law to the extent it deems such waiver, suppression or limitation
advisable for any issue or issues of shares within the authorized share capital; and have waived any pre-emptive
subscription rights provided for by law and related procedures. The validity period of such authorization will expire on
June 19, 2025. However, under the Company's articles of association, for as long as the Company’s shares are listed on
a regulated market (and only for as long as they are so listed), any issuance of shares for cash within the limits of the
authorized share capital shall be subject to the pre-emptive subscription rights of the then existing shareholders, except
in the following cases (in which cases no pre-emptive rights shall apply):
(a) any issuance of shares for, within, in conjunction with or related to, an initial public offering of the Company’s
shares on one or more regulated markets (in one or more instances);
(b) any issuance of shares against a contribution other than in cash;
(c) any issuance of shares upon conversion of convertible bonds or other instruments convertible into shares of the
Company; provided, however, that the pre-emptive subscription rights of the then existing shareholders shall apply by
provision of the Company’s articles of association in connection with any issuance of convertible bonds or other
instruments convertible into shares for cash; and
(d) any issuance of shares (including by way of free shares or at a discount), up to an amount of 1.5% of the issued
share capital of the Company, to directors, officers, agents or employees of the Company, its direct or indirect
subsidiaries, or its affiliates, including without limitation the direct issue of shares upon the exercise of options, rights
convertible into shares, or similar instruments convertible or exchangeable into shares issued for the purpose of, or in
relation to, compensation or incentive for any such persons or in relation thereto (which the board of directors shall be
authorized to issue upon such terms and conditions as it deems fit).
Amendment of the Company’s articles of association requires the approval of shareholders at an extraordinary
shareholders’ meeting with a two-thirds majority vote of the shares represented at the meeting.
Dividends
Subject to applicable law, all shares (including shares underlying ADSs) are entitled to participate equally in dividends
when, as and if declared by the shareholders present at the ordinary general shareholders’ meeting, out of funds legally
available for such purposes.
Dividends may be lawfully declared and paid if the Company's net profits and distributable reserves are sufficient
under Luxembourg law. The amount and payment of dividends must be approved by a simple majority vote at a
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general shareholders’ meeting, generally, but not necessarily, based on the recommendation of the Company’s board
of directors. Under Article 21 of the Company’s articles of association, the board of directors has the power to
distribute interim dividends out of profits, share premium or any other available reserves, in accordance with
applicable law, in particular in accordance with the conditions set forth in article 461-3 of the Luxembourg Company
Law. Such dividend payments must be finally approved by the general shareholders’ meeting.
As provided by Article 21 of the Company’s articles of association, dividends or other distributions declared by the
general meeting as well as interim dividends or other distributions declared by the board of directors will be distributed
at the times and places determined by the board of directors. The Company will make any and all dividend payments
and any other distributions in respect of shares registered in the name of any securities settlement system or operator of
such a system or in the name of any financial institution or other professional depositary of securities or any other
depositary, whether in cash, shares or other assets, only to such registered holder, or otherwise in accordance with such
registered holder’s instructions, and, as provided by Article 21 of the Company’s articles of association, that payment
shall release the Company from any and all obligations for such payment.
The Company conducts all of its operations through subsidiaries and, accordingly, its main source of cash to pay
dividends among other possible sources, will be the dividends received from its subsidiaries. For further information,
see Item 3. “Key Information—D. Risk Factors—Risks Relating to the Structure of the Company—The Company's
dividend payments depends on the results of operations and financial condition of its subsidiaries and could be affected
by legal, contractual or other limitations or tax changes”. These dividend payments will likely depend on the
Company's subsidiaries’ results of operations, financial condition, cash and capital requirements, future growth
prospects and other factors deemed significant by their respective boards of directors, as well as on any applicable
legal restrictions. For further information, see Item 3. “Key Information—D. Risk Factors—Risks Relating to the
Countries in Which Ternium Operates—Argentina”.
Under Luxembourg law, claims for dividends will lapse five years after the date such dividends are declared.
However, the Company may elect to pay a declared dividend after such period. Declared and unpaid dividends held by
the Company for the account of its shareholders do not bear interest.
Pursuant to Luxembourg law, at least 5% of our net profits per year must be allocated to the creation of a legal reserve
until such reserve has reached an amount equal to 10% of our issued share capital. If the legal reserve later falls below
the 10% threshold, at least 5% (or such lower amount required to reach the 10% threshold) of net profits again must be
allocated toward the reserve. As of December 31, 2020, the Company’s legal reserve represented 10% of its share
capital. The legal reserve is not available for distribution.
Voting Rights; Shareholders’ Meetings; Election of Directors
Each share entitles the holder thereof to one vote at the Company’s general shareholders’ meetings. Shareholder action
by written consent is not permitted, but proxy voting is permitted. Notices of general shareholders’ meetings are
governed by the provisions of Luxembourg law and the Company’s articles of association. Pursuant to applicable
Luxembourg law, the Company must give notice of the calling of any general shareholders meeting at least 15 days
prior to the date for which the meeting is being called, by publishing the relevant convening notice in the Recueil
éléctronique des sociétés et associations (Luxembourg's electronic official gazette) and in a leading newspaper having
general circulation in Luxembourg and by issuing a press release informing of the calling of such meeting. The
extraordinary general meeting of shareholders held on May 2, 2018, amended the Company’s articles of association
including, among other amendments, an amendment to Article 16 of the Company’s articles of association with respect
to notice of meetings, providing that notices for any general shareholders’ meeting shall include such information and
shall be given in such form through such means and at such time or times as may be required under applicable
Luxembourg law; and, in case the shares of the Company are listed on a regulated market, such notices shall, in
addition, satisfy such requirements as are applicable to, and mandatory for, notices of general shareholders’ meetings
of issuers such as the Company under the applicable laws, rules and regulations of such regulated market.
No attendance quorum is required at ordinary general shareholders’ meetings and resolutions may be adopted by a
simple majority vote of the shares present or represented and voted at the meeting. An extraordinary general
shareholders’ meeting resolving, among other matters, on the amendment of the articles of association may only
validly deliberate when at least half of the share capital is present or represented. If the required quorum is not met at
an extraordinary general shareholders meeting, a second meeting may be convened in accordance with the Company's
articles of association and applicable law and such second extraordinary general shareholders meeting shall validly
deliberate regardless of the quorum present or represented. In both cases (meeting or adjournment thereof, as the case
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may be), Luxembourg Company Law and the Company’s articles of association require that any resolution of an
extraordinary general shareholders’ meeting resolving on the amendment of the articles of association be adopted by a
two-thirds majority vote of the shares present or represented and voted at the meeting. If a proposed resolution consists
of changing the Company’s nationality or of increasing the shareholders’ commitments, the unanimous consent of all
shareholders is required.
Cumulative voting is not permitted. The Company’s articles of association do not provide for staggered terms, and
directors are elected for a maximum of one year but may be reappointed or removed at any time, with or without
cause, by the general shareholders’ meeting, by resolution passed by a simple majority vote of the shares present or
represented at the meeting and voted. In the case of a vacancy occurring on the board of directors, the remaining
directors shall have the right to temporarily fill such vacancy with a temporary director appointed by resolution
adopted with the affirmative vote of a majority of the remaining directors; provided that the next general shareholder’s
meeting shall be called upon to ratify such appointment. The term of a temporary director elected to fill a vacancy shall
expire at the end of the term of office of the replaced director.
The next Company’s annual general shareholders’ meeting, that will consider, among other things Ternium's
consolidated financial statements and annual accounts included in this report, is expected to be held on May 3, 2021.
The current articles of association provide that annual general shareholders’ meetings shall meet in Luxembourg
within six months from the end of the previous financial year at the date, place and hour indicated in the convening
notice.
Any shareholder who holds one or more shares of the Company on the fifth calendar day preceding a general
shareholders’ meeting (the “Record Date”) shall be admitted to such general shareholders’ meeting. Those
shareholders who have sold their shares between the Record Date and the date of the general shareholders’ meeting
may not attend or be represented at the meeting.
In the case of shares held through fungible securities accounts, each shareholder may exercise all rights attached to his
shares and, in particular, may participate in and vote at shareholders’ meetings of the Company upon presentation of a
certificate issued by the financial institution or professional depositary holding the shares, evidencing such deposit and
certifying the number of shares recorded in the relevant account on the Record Date. Such certificate must be filed at
least five days before the meeting with the Company at its registered address or at the address stated in the convening
notice or, in case the shares of the Company are listed on a regulated market, with an agent of the Company located in
the country of the listing and designated in the convening notice. In case any such holder wishes to vote by proxy, the
holder shall have to present a completed proxy form together with the certificate previously referred to, by the same
date and time and at the same addresses. The board of directors and the shareholders at the shareholders’ meeting may,
if they deem so advisable, reduce these periods of time for all shareholders and admit all shareholders (or their proxies)
who have filed the appropriate documents to the general shareholders’ meeting, irrespective of these time limits.
Holders of ADSs only have those rights that are expressly granted to them in the deposit agreement dated January 31,
2006 among the Company, The BNY Mellon (formerly The Bank of New York), as depositary, and all owners and
beneficial owners from time to time of ADSs of the Company. See Item 3. “Key Information-D. Risk Factors-Risks
Relating to the Company's ADSs-Holders of ADSs may not be able to exercise, or may encounter difficulties in the
exercise of, certain rights afforded to shareholders." ADS holders may not attend or directly exercise voting rights in
shareholders’ meetings, but may instruct the depositary on how to exercise the voting rights for the shares which
underlie their ADSs.
Access to Corporate Records
Luxembourg law and the Company’s articles of association do not generally provide for shareholder access to
corporate records. Shareholders may inspect the annual accounts and auditors’ reports at the Company’s registered
office during the 15-day period prior to a general shareholders’ meeting.
Appraisal Rights
In case the shares of the Company are listed on one or more regulated markets, and in the event the shareholders, in a
general meeting, approve any of the following:
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•
•
•
•
•
•
the delisting of the Company’s shares from all regulated markets where the Company’s shares are listed at that
time, excluding a delisting made pursuant to an offer to all of the Company’s shareholders made by a business
entity subject to common control with the Company, whereby such business entity offers to issue, in exchange for
the Company’s shares, shares to be listed on the same regulated market(s) on which the Company’s shares are
listed;
a merger in which the Company is not the surviving entity (unless the shares or other equity securities of such
entity are listed on the New York or London stock exchanges);
a sale, lease, exchange or other disposition of all or substantially all of the Company’s assets;
an amendment to the Company’s articles of association that has the effect of materially changing its corporate
purpose;
the relocation of the Company’s domicile outside the Grand Duchy of Luxembourg; or
amendments to the Company’s articles of association that restrict the rights of its shareholders (excluding any
amendments in relation with, or to, the authorized share capital and/or the waiver or suppression of any preferential
subscription rights relating thereto),
dissenting or absent shareholders have the right to have their shares repurchased by the Company at (i) the average
market value of the shares over the 90 calendar days preceding the applicable general shareholders’ meeting or (ii) in
the event that the Company’s shares are not traded on any regulated market, the amount that results from applying the
proportion of the Company’s equity that the shares being sold represent over the Company’s net worth as determined
in its last consolidated financial statements approved by the shareholders or in its last interim consolidated financial
statements approved by the board of directors, whichever is more recent. Shareholders who voted in favor of the
relevant resolution are not entitled to exercise this right.
Dissenting or absent shareholders must present their claim within one month following the date of the applicable
general shareholders’ meeting and supply the Company with evidence of their shareholding at the time of such
meeting. The Company must (to the extent permitted by applicable laws and regulations and in compliance therewith)
repurchase its shares within six months following the date of the applicable general shareholders’ meeting. If delisting
from one or more, but not all, of the regulated markets where the Company’s shares are listed is approved by the
shareholders’ meeting, only dissenting or absent shareholders with shares held through participants in the local
clearing system for that market or those markets can exercise this appraisal right if:
•
•
•
they held the shares as of the date of the announcement by the Company of its intention to delist or as of the date of
publication of the first convening notice for the general shareholders’ meeting that approved the delisting;
they present their claim within one month following the date of the general shareholders’ meeting and supply
evidence of their shareholding as of the date of the Company’s announcement or the publication of the first
convening notice to the meeting; and
the delisting is not being made pursuant to an offer to all of the Company’s shareholders made by a business entity
subject to common control with the Company, whereby such business entity offers to issue, in exchange for the
Company’s shares, shares to be listed on the same regulated market(s) on which such dissenting or absent
shareholders hold their shares through participants in the local clearing system for that market or markets.
In the event a shareholder exercises its appraisal right, applicable Luxembourg law provisions shall apply.
Distribution of Assets on Winding-up
In the event of the Company’s liquidation, dissolution or winding-up, the net assets remaining after allowing for the
payment of all debts, charges and expenses shall be paid out to holders of the Company’s shares in proportion to their
respective holdings.
Transferability and Form
The Company’s articles of association do not contain any redemption or sinking fund provisions, nor do they impose
any restrictions on the transfer of shares. The shares are issuable in registered form only.
The ownership of registered shares is evidenced by the inscription of the name of the shareholder, the number of
shares held by such shareholder and the amount paid on each share in the Company’s share register. In addition, the
Company’s shares may be held through fungible securities accounts with financial institutions or other professional
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depositaries. Shares held through fungible securities accounts have the same rights and obligations as shares recorded
in the Company’s shareholders’ register.
Shares held through fungible securities accounts may be transferred in accordance with customary procedures for the
transfer of securities in book-entry form. Shares that are not held through fungible securities accounts may be
transferred by a written statement of transfer signed by both the transferor and the transferee or their respective duly
appointed attorney-in-fact and recorded in the Company’s share register. The transfer of shares may also be made in
accordance with the provisions of Article 1690 of the Luxembourg Civil Code. As evidence of the transfer of
registered shares, the Company may also accept any correspondence or other documents evidencing the agreement
between transferor and transferee as to the transfer of registered shares.
Repurchase of Company Shares
The Company may repurchase its own shares in the cases and subject to the conditions set by the Luxembourg
Company Law and, in the case of acquisitions of shares or ADSs made through the NYSE, with any applicable laws
and regulations of such market. See Item 16.E. “Purchases of Equity Securities by the Issuer and Affiliated
Purchasers” for further information on the authorization to be proposed to the Company’s annual general shareholders’
meeting to the Company or its subsidiaries to repurchase the Company’s shares, including shares represented by
ADSs.
Limitation on Securities Ownership
There are no limitations currently imposed by Luxembourg law or the articles of association on the rights of the
Company's non-resident or foreign shareholders to hold or vote the Company’s shares.
Change in Control
None of our outstanding securities has any special control rights. The Company’s articles of association do not contain
any provision that would have the effect of delaying, deferring or preventing a change in control of the Company and
that would operate only with respect to a merger, acquisition or corporate restructuring involving the Company or any
of its subsidiaries. In addition, the Company does not know of any significant agreements or other arrangements to
which the Company is a party and which take effect, alter or terminate in the event of a change of control of the
Company. There are no agreements between the Company and members of its board of directors or employees
providing for compensation if they resign or are made redundant without reason, or if their employment ceases
following a change in control of the Company.
There are no rights associated with the Company’s shares other than those described above.
C.
Material Contracts
For a summary of any material contract entered into by us outside of the ordinary course of business during the last
two years, see Item 4. “Information on the Company—B. Business Overview—Raw Materials, Slabs, Energy and
Other Inputs.”
D.
Exchange Controls
Many of the countries which are important markets for us or in which we have substantial assets have a history of
substantial government intervention in currency markets, volatile exchange rates and government-imposed currency
controls. These include Mexico, Brazil and Argentina. For additional information regarding Ternium’s ability to hedge
against exchange rate fluctuations, see Item 3. “Key Information—D. Risk Factors—Risks Relating to Ternium's
Business—Changes in exchange rates or any limitation in the ability of the Ternium companies, including associates,
to hedge against exchange rate fluctuations could adversely affect Ternium’s business and results.”
Mexico
Historically, the Mexican economy has suffered balance of payment deficits and shortages in foreign exchange
reserves. While the Mexican government does not currently restrict the ability of Mexican or foreign persons or
entities to convert Mexican pesos to U.S. dollars and the terms of USMCA—to which Mexico is a signatory—
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generally prohibit exchange controls, the Mexican government could institute a restrictive exchange control policy in
the future.
Brazil
Before March 2005, there were two legal foreign exchange markets in Brazil, the commercial market and the floating
market. The difference between these two markets was the type of transaction that could be performed through each
market.
On March 4, 2005, the Brazilian National Monetary Council ("CMN"), through CMN Resolution N. 3,265 (revoked
and replaced by CMN Resolution N. 3,568, of May 29, 2008), introduced a single foreign exchange market and
abolished the legal differences between the referred Commercial and Floating Markets. Among the modifications to
foreign exchange market rules is a greater freedom to remit funds abroad through the foreign exchange market. On the
other hand, the so-called “CC5-Accounts”, which are bank accounts in Brazilian reais held in Brazil by foreign
entities, may no longer be used to transfer funds on behalf of third parties.
On March 24, 2010, the CMN approved Resolution No. 3,844, adopting a series of measures to consolidate and
simplify the Brazilian foreign exchange regulations. These changes are expected to reduce the effective cost of foreign
exchange transactions and the related administrative expenses for both the public and private sectors as well as to
provide more legal certainty to the parties to such transaction.
In the past, the Brazilian central bank has intervened occasionally to control unstable movements in foreign exchange
rates. We cannot predict whether the central bank or the Brazilian government will continue to let the real float freely
or will intervene in the exchange rate market through the return of a currency band system or otherwise. The real may
depreciate or appreciate against the U.S. dollar.
Argentina
The Argentine peso was subject to a devaluation of approximately 41% during 2020. In the past, the Argentine
authorities took several measures to reduce volatility in the exchange rate between the ARS and the USD and
implemented formal and informal restrictions on capital inflows into Argentina and capital outflows from Argentina.
Certain foreign exchange restrictions that had been lifted in 2016 were reinstated in 2019. As a result, Ternium
Argentina is currently required to repatriate to Argentina all export proceeds (including U.S. dollars received through
advance payment and pre-financing facilities) and convert such proceeds into Argentine pesos at the applicable
exchange rate. Access to the Argentine foreign exchange market, either to purchase foreign currency or to transfer
foreign currency abroad (including repayment of foreign financial indebtedness, payment of services to affiliated
companies or dividends abroad, foreign currency-savings and/or any other purchase or transfer of foreign exchange) is
subject to certain conditions. With limited exceptions, prior approval from the Argentine central bank, which is rarely
granted, is required to purchase foreign currency to pay dividends to foreign shareholders and to make other payments
of services to affiliates. Throughout 2020, the Argentina central bank has imposed foreign exchange restrictions aimed
at limiting the purchase of foreign currency.
For additional information regarding factors affecting the Argentine economy, see Item 3. “Key Information—D. Risk
Factors—Risks Relating to the Countries in Which Ternium Operates—Argentina.”; for additional information on
current foreign exchange restrictions in Argentina, see note 30 “Foreign exchange restrictions in Argentina” to our
consolidated financial statements included in this annual report.
Colombia
Under Colombian foreign exchange regulations, payments in foreign currency related to certain foreign exchange
transactions must be conducted through the commercial exchange market, by means of an authorized financial
intermediary, and the payment must be declared to the Colombian central bank. This mechanism applies to payments
in connection with, among others, imports and exports of goods, foreign loans and related financing costs, investment
of foreign capital and the remittances of profits thereon, investment in foreign securities and assets and endorsements
and guarantees in foreign currency. Transactions through the commercial exchange market are made at market rates
freely negotiated with the authorized intermediaries.
E.
Taxation
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The following discussion of the material Luxembourg and U.S. federal income tax consequences of an investment in
our ADSs is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of
which are subject to change. This discussion does not address all possible tax consequences relating to an investment
in our shares or ADSs, including the tax consequences under U.S. state and local tax laws.
Grand Duchy of Luxembourg
This section describes the material Luxembourg tax consequences of owning or disposing of shares or ADSs.
It is not intended to be, nor should it be construed to be, legal or tax advice. You should, therefore, consult your own
tax advisor regarding local or foreign tax consequences, including Luxembourg tax consequences of owning and
disposing of shares or ADSs in your particular circumstances.
As used herein, a “Luxembourg individual” means an individual resident in Luxembourg who is subject to personal
income tax (impôt sur le revenu) on his or her worldwide income from Luxembourg or foreign sources, and a
“Luxembourg corporate holder” means a company (that is, a fully taxable collectivité within the meaning of Article
159 of the Luxembourg Income Tax Law) resident in Luxembourg subject to Luxembourg corporate income tax (impôt
sur le revenu des collectivités) on its worldwide income from Luxembourg or foreign sources and Luxembourg
municipal business tax (impôt commercial communal). For the purposes of this summary, Luxembourg individuals and
Luxembourg corporate holders are collectively referred to as “Luxembourg Holders”. A “non-Luxembourg Holder”
means any investor in shares or ADSs of the Company other than a Luxembourg Holder.
Corporate Reorganization
The Company was established as a Luxembourg société anonyme holding 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 income tax, Luxembourg municipal
business tax, Luxembourg net wealth tax and Luxembourg 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,
Luxembourg corporate income tax on its worldwide income).
As part of the Company's corporate reorganization in connection with the termination of Luxembourg’s 1929 holding
company regime, in the fourth quarter of 2010, the Company contributed all its assets and liabilities at fair market
value to its Luxembourg wholly-owned subsidiary Ternium Investments S.à r.l., in exchange for newly issued
corporate units of Ternium Investments S.à r.l. As the assets contributed were recorded at their historical carrying
amount in accordance with Luxembourg GAAP, the Company's 2010 contributions 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 $4.0 billion.
Following the completion of the 2010 corporate reorganization, and upon its conversion into an ordinary Luxembourg
holding company, the Company recorded a special reserve in its tax balance sheet. Dividend distributions for the
foreseeable future will be distributed out of the special reserve and therefore should not be subject to Luxembourg
withholding tax (to the extent that certain conditions are met).
Tax regime applicable to realized capital gains
Luxembourg Holders
Luxembourg resident individual holders
Capital gains realized by Luxembourg resident individuals who do not hold their shares or ADSs as part of a trade or
business (i.e. capital gains on private assets) and who hold (together, directly or indirectly, with their spouse or civil
partner and underage children) no more than 10% of the share capital of the Company at any time during the five-year
period preceding the disposition will only be taxable (at a progressive rate) if they are realized on a sale of shares or
ADSs that takes place before their acquisition or within the first six months following their acquisition (i.e. speculative
gain). After the six-months period, capital gains are not taxed unless the resident individual holds (together, directly or
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indirectly, with his or her spouse or civil partner and underage children) more than 10% of the share capital of the
Company at any time during the five-year period preceding the disposition.
If such shares or ADSs are held as part of a commercial or industrial business, capital gains would be taxable in the
same manner as income from such business.
Capital gains realized by Luxembourg resident individuals holding (alone or together with the resident’s spouse or
civil partner and underage children) directly or indirectly more than 10% of the capital of the Company at any time
during the five years prior to the sale, (or if the Luxembourg resident individuals have received the shares for no
consideration within the last five years and the former holder held at least 10% in the capital of the company at any
moment during said five years) will be taxable at half of the individual’s applicable global tax rate (as determined
progressively), if a holding period of six months following their acquisition elapsed (max 21% for 2020 plus the
surcharge for the Employment Fund). Within the six month period, progressive income tax rates apply (ranging from 0
to 42%* in 2020).
*A 7% surcharge for the Employment Fund applies on the income tax due. The surcharge for the Employment Fund
amounts to 9% for taxpayer in tax class 1 or 1a with taxable income exceeding EUR 150,000 (EUR 300,000 for
taxpayer in tax class 2).
Luxembourg resident corporate holders
Capital gains, including currency exchange gains realized upon the disposal of shares or ADSs by a fully taxable
resident corporate holder, will in principle be subject to Luxembourg corporate income tax and Luxembourg municipal
business tax. The combined applicable rate (including an unemployment fund contribution) for a corporate holder
established in Luxembourg City is 24.94% for the fiscal year ending 2020. An exemption from such taxes may be
available to the Luxembourg resident corporate holder pursuant to Article 1 of the Grand Ducal Decree dated
December 21, 2001 as amended, in combination with article 166 of the Luxembourg Income Tax Law subject to the
fulfillment of the conditions set forth therein.
Non-Luxembourg Holders
Non-Luxembourg individual holders
An individual who is a non-Luxembourg Holder of shares or ADSs (and who does not have a permanent
establishment, a permanent representative or a fixed place of business in Luxembourg) will only be subject to
Luxembourg taxation on capital gains arising upon disposal of such shares or ADSs if such holder has (alone or
together with his or her spouse, civil partner and underage children) directly or indirectly held more than 10% of the
capital of the Company at any time during the past five years preceding the disposal, and either (i) such non-
Luxembourg Holder has been a resident of Luxembourg for tax purposes for at least 15 years and has become a non-
resident within the last five years preceding the realization of the gain, subject to any applicable tax treaty, or (ii) the
disposal of shares or ADSs occurs within six months from their acquisition (or prior to their actual acquisition),
subject, however, to any applicable tax treaty.
Non-Luxembourg corporate holders
A corporate non-Luxembourg Holder (that is, a collectivité within the meaning of Article 159 of the Luxembourg
Income Tax Law), which has a permanent establishment, a permanent representative or a fixed place of business in
Luxembourg to which shares or ADSs are attributable, will bear Luxembourg corporate income tax and Luxembourg
municipal business tax on a gain realized on a disposal of such shares or ADSs as set forth above for a Luxembourg
corporate holder. However, capital gains, including currency exchange gains, realized on the sale of the shares or
ADSs may benefit from the full exemption provided for by Article 1 of the Grand Ducal Decree dated December 21,
2001 as amended, in combination with Article 166 of the Luxembourg Income Tax Law subject in each case to
fulfillment of the conditions set out therein.
A corporate non-Luxembourg Holder, which has no permanent establishment, permanent representative or fixed place
of business in Luxembourg to which the shares or ADSs are attributable, will bear non-resident capital gains tax on a
gain realized on a disposal of such shares or ADSs under the same conditions applicable to an individual non-
Luxembourg Holder, as set out above.
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Tax regime applicable to distributions
Withholding tax
Distributions to holders are in principle subject to a 15% Luxembourg withholding tax computed on the gross amount
distributed. The rate of the withholding tax may be reduced pursuant to double tax treaty existing between
Luxembourg and the country of residence of the relevant holder, subject to the fulfilment of the conditions set forth
therein. However, distributions imputed for tax purposes to the special reserve (please see above paragraph “corporate
reorganization”) should be exempt from Luxembourg withholding tax under the current tax law.
Nevertheless, a withholding tax exemption may apply if the distribution is made to (as far as relevant in the case at
hand):
•
•
•
•
•
•
a Luxembourg resident corporate holder (that is, a fully taxable collectivité within the meaning of article 159 of the
Luxembourg Income Tax Law),
an undertaking of collective character which is resident of a Member State of the European Union and is referred to
by article 2 of the European Union Council Directive of November 30, 2011 concerning the common fiscal regime
applicable to parent and subsidiary companies of different member states (2011/96/UE) as amended, (subject to the
general anti-abuse rule provided for by Council Directive 2015/121/EU as implemented into Luxembourg law),
a capital company or a cooperative company resident in Norway, Iceland or Liechtenstein and subject to a tax
comparable to corporate income tax as provided by the Luxembourg Income Tax Law,
a capital company resident in Switzerland which is subject to corporate income tax in Switzerland without
benefiting from an exemption,
an undertaking with a collective character subject to a tax comparable to corporate income tax as provided by the
Luxembourg Income Tax Law which is resident in a country that has concluded a double tax treaty with
Luxembourg, and
a Luxembourg permanent establishment of one of the above-mentioned categories, provided each time that at the
date of payment, the holder holds or commits to hold directly (or through a company regarded as tax transparent
from a Luxembourg tax perspective), during an uninterrupted period of at least twelve months, shares or ADSs
representing at least 10% of the share capital of the Company or acquired for an acquisition price of at least EUR
1,200,000.
Luxembourg Holders
With the exception of Luxembourg corporate holders benefiting from the exemption referred to above, Luxembourg
individual holders, and Luxembourg corporate holders fully subject to Luxembourg corporate tax, must include the
distributions received on the shares or ADSs in their taxable income, 50% of the amount of such dividends being
exempt from tax. The applicable withholding tax can, under certain conditions, entitle the relevant Luxembourg
Holder to a tax credit.
Non Luxembourg Holders
Non-Luxembourg Holders of shares or ADSs and who do not have a permanent establishment, a permanent
representative or a fixed place of business in Luxembourg to which the shares or ADSs would be attributable are not
liable for any Luxembourg tax on dividends received on the shares or ADSs, other than a potential withholding tax as
described above.
Net wealth tax
Luxembourg Holders
Luxembourg net wealth tax will not be levied on a Luxembourg Holder with respect to the shares or ADSs held unless
(i) the Luxembourg Holder is a legal entity subject to net wealth tax in Luxembourg; or (ii) the shares or ADSs are
attributable to an enterprise or part thereof which is carried on through a permanent establishment, a fixed place of
business or a permanent representative in Luxembourg.
Net wealth tax is levied annually at the rate of 0.5% for taxable net wealth not exceeding EUR 500,000,000 and at a
rate of 0.05% for the net wealth exceeding EUR 500,000,000, of enterprises resident in Luxembourg, as determined
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for net wealth tax purposes. The shares or ADSs may be exempt from net wealth tax subject to the conditions set forth
by Paragraph 60 of the Law of October 16, 1934 on the valuation of assets (Bewertungsgesetz), as amended.
A minimum net wealth tax charge applies since January 1, 2016 for all corporate entities having their statutory seat or
central administration in Luxembourg. Subject to certain conditions, the amount of minimum net wealth tax may vary.
Non-Luxembourg Holders
Luxembourg net wealth tax will not be levied on a non-Luxembourg Holder with respect to the shares or ADSs held
unless the shares or ADSs are attributable to an enterprise or part thereof which is carried on through a permanent
establishment or a permanent representative in Luxembourg. The shares or ADSs may be exempt from net wealth tax
subject to the conditions set forth by Paragraph 60 of the Law of October 16, 1934 on the valuation of assets
(Bewertungsgesetz), as amended.
Stamp and registration taxes
No registration tax or stamp duty will be payable by a holder of shares or ADSs in Luxembourg solely upon the
disposal of shares or ADSs by sale or exchange.
Estate and gift taxes
No estate or inheritance tax is levied on the transfer of shares or ADSs upon the death of a holder of shares or ADSs in
cases where the deceased was not a resident of Luxembourg for inheritance tax purposes and no gift tax is levied upon
a gift of shares or ADSs if the gift is not passed before a Luxembourg notary or recorded in a deed registered in
Luxembourg.
Where a holder of shares or ADSs is a resident of Luxembourg for tax purposes at the time of his/her death, the shares
or ADSs are included in its taxable estate for inheritance tax purposes.
United States federal income taxation
This section describes the material U.S. federal income tax consequences to a U.S. holder (as defined below) of
owning ADSs It applies to you only if you hold your ADSs as capital assets or U.S. federal income tax purposes. This
discussion addresses only U.S. federal income taxation and does not discuss all of the tax consequences that may be
relevant to you in light of your individual circumstances, including foreign, state or local tax consequences, estate and
gift tax consequences, and tax consequences arising under the Medicare contribution tax on net investment income or
the alternative minimum tax. This section does not apply to you if you are a member of a special class of holders
subject to special rules, including:
•
•
•
•
•
•
•
•
•
•
•
a dealer in securities,
a bank,
a trader in securities that elects to use a mark-to-market method of accounting for securities holdings,
a tax-exempt organization,
a person who invests through a pass-through entity, including a partnership,
a life insurance company,
a former citizen or long-term resident of the United States,
a person that actually or constructively owns 10% or more of the combined voting power of our voting stock or of
the total value of our stock (including ADSs),
a person that holds ADSs as part of a straddle or a hedging or conversion transaction for U.S. federal income tax
purposes,
a person that purchases or sells ADSs as part of a wash sale for U.S. federal income tax purposes, or
a person whose functional currency is not the U.S. dollar.
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed
regulations, published rulings and court decisions, all as currently in effect, as well as on the Convention Between the
Government of the Grand Duchy of Luxembourg and the Government of the United States of America for the
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income and Capital (the
“Treaty”). These laws are subject to change, possibly on a retroactive basis. In addition, this section is based in part
118
upon the assumption that each obligation in the ADS deposit agreement and any related agreement will be performed
in accordance with its terms.
If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds the ADSs, the
U.S. federal income tax treatment of a partner will generally depend upon the status of the partner and the activities of
the partnership. Each such partner holding the ADSs is urged to consult his, her or its own tax advisor.
You are a U.S. holder if you are a beneficial owner of ADSs and you are, for U.S. federal income tax purposes:
•
•
•
•
an individual citizen or resident of the United States,
a domestic corporation (or an entity treated as a domestic corporation),
an estate whose income is subject to U.S. federal income tax regardless of its source, or
a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S.
persons are authorized to control all substantial decisions of the trust or (ii) the trust has a valid election in effect
under applicable U.S. Treasury regulations to be treated as a U.S. person.
In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, if you hold ADRs
evidencing ADSs, you will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for
ADRs, and ADRs for shares, generally will not be subject to U.S. federal income tax.
The tax treatment of your ADSs will depend in part on whether or not we are classified as a passive foreign investment
company, or PFIC, for U.S. federal income tax purposes. Except as discussed below under “-Additional U.S. Federal
Income Tax Considerations”, this discussion assumes that we are not classified as a PFIC for United States federal
income tax purposes.
You should consult your own tax advisor regarding the U.S. federal, state and local and other tax consequences of
owning and disposing of ADSs in your particular circumstances.
Taxation of distributions
Under the U.S. federal income tax laws, if you are a U.S. holder, the gross amount of any distribution we pay out of
our current or accumulated earnings and profits (as determined for U.S. federal income tax purposes), other than
certain pro-rata distributions of our shares, including the amount of any Luxembourg tax withheld, will be treated as a
dividend that is subject to U.S. federal income taxation. If you are a noncorporate U.S. holder, dividends paid to you
that constitute qualified dividend income will be taxable to you at the preferential rates applicable to long-term capital
gains provided that you hold ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-
dividend date and meet other holding period requirements. Dividends we pay with respect to the ADSs generally will
be qualified dividend income provided that, in the year that you receive the dividend, the ADSs are readily tradable on
an established market in the United States. Our ADSs are listed on the New York Stock Exchange and we therefore
expect that dividends we pay with respect to the ADSs generally will be qualified dividend income.
You must generally include any Luxembourg tax withheld from the dividend payment in this gross amount even
though you do not in fact receive it. The dividend is taxable to you when the depositary receives the dividend, actually
or constructively. The dividend will not be eligible for the dividends-received deduction generally allowed to U.S.
corporations in respect of dividends received from other U.S. corporations. Distributions in excess of current and
accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be treated as a non-taxable
return of capital to the extent of your basis in the ADSs and thereafter as capital gain. However, we do not expect to
calculate earnings and profits in accordance with U.S. federal income tax principles. Therefore, you should expect that
a distribution will generally be treated as a dividend (as discussed above).
Dividends will generally be income from sources outside the United States and generally will be “passive” income for
purposes of computing the foreign tax credit allowable to you.
Subject to certain limitations, the Luxembourg tax withheld from distributions on your ADSs in accordance with the
Treaty and paid over to Luxembourg will be creditable or deductible against your U.S. federal income tax liability.
Special rules apply in determining the foreign tax credit limitation with respect to dividends that are subject to the
preferential tax rates. To the extent a refund of the tax withheld is available to you under Luxembourg law or under the
119
Treaty, the amount of tax withheld that is refundable will not be eligible for credit against your U.S. federal income tax
liability.
In certain circumstances, if you have held ADSs for less than a specified minimum period during which you are not
protected from risk of loss, or are obligated to make payments related to the dividends, you will not be allowed a
foreign tax credit for foreign taxes imposed on dividends that we pay.
The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the
availability of the foreign tax credit under your particular circumstances.
Taxation of capital gains
If you are a U.S. holder and you sell or otherwise dispose of your ADSs, you will recognize capital gain or loss for
U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount that you realize
and your tax basis, determined in U.S. dollars, in your ADSs. Capital gain of a noncorporate U.S. holder is generally
taxed at preferential rates where the property is held for more than one year. The gain or loss will generally be income
or loss from sources within the United States for foreign tax credit limitation purposes. The deductibility of capital
losses is subject to limitations.
Additional U.S. Federal Income Tax Considerations
Based on the Company’s current and expected income and assets, we believe the ADSs should not currently be treated
as stock of a PFIC for U.S. federal income tax purposes and we do not expect to become a PFIC in the foreseeable
future. However this conclusion is a factual determination that is made annually and thus may be subject to change. It
is therefore possible that we could become a PFIC in a future taxable year. If we were to be treated as a PFIC, gains
realized on the sale or other disposition of your ADSs would in general not be treated as capital gains. Furthermore, if
you are a U.S. holder, unless you are permitted to elect and you do elect to be taxed annually on a mark-to-market
basis with respect to the ADSs, upon sale or disposition of ADSs you would be treated as if you had realized such gain
and certain “excess distributions” ratably over your holding period for the ADSs and would be taxed at the highest tax
rate in effect for each such year to which the gain was allocated, together with an interest charge in respect of the tax
attributable to each such year. With certain exceptions, your ADSs will generally be treated as stock in a PFIC if we
were a PFIC at any time during your holding period in your ADSs. Dividends that you receive from us will not be
eligible for the special tax rates applicable to qualified dividend income if we are a PFIC (or are treated as a PFIC with
respect to you) either in the taxable year of the distribution or the preceding taxable year, but instead will be taxable at
rates applicable to ordinary income and subject to the excess distribution regime described above.
F.
Dividends and Paying Agents
Not applicable.
G.
Statement by Experts
Not applicable.
H.
Documents on display
The Company is subject to the reporting requirements of the Exchange Act, as applied to foreign private issuers.
Accordingly, the Company is required to file annual and special reports and other information with the SEC; however,
because the Company is a foreign private issuer, the SEC’s rules do not require us to deliver proxy statements or to file
quarterly reports. In addition, the Company's “insiders” are not subject to the SEC’s rules that prohibit short-swing
trading. We prepare quarterly and annual reports containing consolidated financial statements in accordance with
IFRS. The Company's annual consolidated financial statements are audited by an independent accounting firm. The
Company submits quarterly financial information with the SEC on Form 6-K simultaneously with or promptly
following the publication of that information in Luxembourg or any other jurisdiction in which the Company’s
securities are listed, and the Company files annual reports on Form 20-F within the time period required by the SEC,
which is currently four months from the close of the fiscal year on December 31. Reports and other information filed
electronically with the SEC are available at the SEC’s internet website at http://www.sec.gov. In addition, such reports
and other communications are made available to all shareholders and holders of ADSs on the Company’s website at:
https://investors.ternium.com.
120
We have appointed the BNY Mellon to act as depositary for our ADSs. During the time the deposit agreement remains
in force, we will furnish the depositary with:
•
•
our annual reports, and
summaries of all notices of general meetings of shareholders and other reports and communications that are made
generally available to our shareholders.
The depositary will, as provided in the deposit agreement, if we so request, arrange for the mailing of summaries in
English of the reports and communications to all record holders of our ADSs. Any record holder of ADSs may read
the reports, notices, or summaries thereof, and communications at the depositary’s office located at 101 Barclay Street,
22W, New York, NY 10286.
In addition, such reports, notices and other communications are made available to all shareholders and holders of
ADSs on the Company’s website at: https://investors.ternium.com.
Whenever a reference is made in this annual report to a contract or other document, please be aware that such
reference is not necessarily complete and that you should refer to the exhibits that are a part of this annual report for a
copy of the contract or other document.
I.
Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
The multinational nature of our transactions, operations and customer base expose us to a variety of risks, including
the effects of changes in interest rates, foreign currency exchange rates and commodity prices. We selectively manage
these exposures through the use of derivative instruments to mitigate market risk and interest rate costs. In addition, we
may use derivative instruments embedded in investment instruments, in compliance with Ternium’s policy for
financial investments. We do not use derivative financial instruments for other purposes. In addition, in the ordinary
course of business we also face risks with respect to financial instruments that are either non-financial or non-
quantifiable. Such risks principally include country risk and credit risk and are not presented in the following analysis.
For additional information about our financial risk management, see note 28 to the consolidated financial statements
included elsewhere in this annual report.
The following tables provide a breakdown of Ternium’s debt instruments as of December 31, 2020, by type of interest
rate fixing mechanism and year of maturity. The following information should be read together with note 28
“Financial Risk Management” to the consolidated financial statements included elsewhere in this annual report.
At December 31, 2020
In thousands of U.S.
dollars
Non-current Debt
Floating Rate
Current Debt
Fixed Rate
Floating Rate
Total (1) (2)
Expected maturity in the year ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total
659,942
136,573
521,415
9,359
—
1,327,289
129,949
265,655
—
—
—
—
—
—
—
—
—
—
129,949
265,655
395,604
659,942
136,573
521,415
9,359
—
1,722,893
(1) Borrowings are primarily bank borrowings. For further information, see Item 5. “Operating and Financial Review and
Prospects—B. Liquidity and Capital Resources—Principal Sources of Funding—Financial Liabilities.”
(2) As most borrowings incorporate floating rates that approximate market rates and the contractual repricing occurs
mostly every one, three or six months, the fair value of the borrowings approximates their carrying amount and it is not
disclosed separately.
121
Management maintains sufficient cash and marketable securities and credit facilities to finance normal operations.
Management monitors rolling forecasts of the group’s liquidity reserve on the basis of expected cash flow. The
weighted average interest rate of Ternium’s debt was 1.43% at December 31, 2020. This figure incorporates
instruments denominated mainly in U.S. dollars, does not include the effect of derivative financial instruments and was
calculated using the rates set for each instrument in its corresponding currency and weighted using the dollar-
equivalent outstanding principal amount of said instruments as of December 31, 2020.
Total Debt by Currency as of December 31, 2020
In thousands of U.S. dollars
U.S. dollar ($)
Other
Total
1,670,751
52,142
1,722,893
Interest Rate Exposure Risk
Ternium manages its exposure to interest rate volatility through its financing alternatives and hedging instruments.
Borrowings with floating rates expose the Company to the risk of increased interest expense in the event of higher
market interest rates, while borrowings with fixed rates expose the Company to variations in the instruments’ fair
value. The Company’s interest-rate risk mainly arises from long-term borrowings that bear floating-rate interest.
Ternium’s total floating interest rate debt amounted to $1.6 billion (92% of total borrowings) for the year ended
December 31, 2020. The interest rate on $25.0 million of this debt is fixed through swaps, as described below.
Interest Rate Derivative Contracts
During 2012 and 2013, Tenigal entered into several interest rate forward starting swap agreements that fix the interest
rate to be paid over an aggregate amount of $100 million, at an average rate of 1.92%. These agreements became
effective in July 2014, will terminate in July 2022 and have been accounted for as cash flow hedges. As of December
31, 2020, the after-tax cash flow hedge reserve related to these agreements amounted to negative $0.2 million.
Foreign Exchange Exposure Risk
Ternium operates and sells its products in different countries, and as a result is exposed to foreign exchange rate
volatility. Ternium’s subsidiaries may use derivative contracts in order to hedge their exposure to exchange rate risk
derived from their trade and financial operations. A significant portion of Ternium’s business is carried out in
currencies other than the U.S. dollar, Ternium’s reporting currency. As a result of this foreign currency exposure,
exchange rate fluctuations impact Ternium’s results as reported in its income statement and statement of
comprehensive income in the form of both translation and transaction risk. Translation risk is the risk that Ternium’s
consolidated financial statements for a particular period or as of a certain date may be affected by changes in the
prevailing rates of the various functional currencies of the reporting subsidiaries against the U.S. dollar. Transaction
risk is the risk that the value of transactions executed in currencies other than the subsidiary’s functional currency may
vary according to currency fluctuations.
Ternium’s policy is to minimize the impact of fluctuations in the value of positions in currencies other than U.S. dollar
with respect to the U.S. dollar, with the exception of the currencies of countries where it has operations in Latin
America, in which Ternium may, from time to time, choose not to hedge operational short exposures to such
currencies. Ternium’s subsidiaries monitor their net operating cash flows in currencies other than the U.S. dollar, and
analyse potential hedging strategies according to market conditions. This hedging can be carried out by netting
operational positions or by using financial derivatives. However, regulatory or legal restrictions in the countries in
which Ternium’s subsidiaries operate could limit the extent to which the Company can implement its hedging policy.
The following table shows a breakdown of Ternium’s assessed financial position exposure to currency risk as of
December 31, 2020. These balances include intercompany positions where the intervening parties have different
functional currencies.
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Million of U.S. dollars exposure to:
E.U. euro (EUR)
Argentine peso (ARS)
Mexican peso (MXN)
Brazilian real (BRL)
Colombian peso (COP)
Other currencies
$
(98)
101
(591)
111
(21)
(2)
We estimate that for each 1% depreciation of the Argentine peso against the U.S. dollar, we would have incurred a pre-
tax loss of $1.0 million for the year 2020, and a pre-tax loss of $0.6 million for the year 2019. Until 2019, the
functional currency of Ternium's subsidiary Ternium Argentina was the Argentine Peso and Ternium Argentina's net
assets were exposed to currency translation risk. The fact that this subsidiary had a functional currency other than the
U.S. dollar could had, at times until 2019, distorted the results of our hedging efforts as reported under IFRS. This
effect would have been offset by the change in the currency translation adjustment recorded in equity. During 2019,
the cumulative devaluation of the Argentine peso against the U.S. dollar was 37.1% and the cumulative inflation, as
measured in Argentine pesos, was 53.8%. The devaluation, net of the impact of inflation, generated a negative effect of
$43 million included as currency translation adjustment in other comprehensive income in connection with the
valuation of Ternium’s Argentine subsidiaries’ equities (mainly Ternium Argentina), and a loss of $111 million
included as net foreign exchange results in the income statement, partially offset by a $118 million positive impact
included as inflation adjustment results in the income statement.
We estimate that for each 1% depreciation of the Mexican peso against the U.S. dollar, we would have incurred a pre-
tax gain of $5.9 million and $5.6 million for the years 2020 and 2019, respectively; for each 1% depreciation of the
Brazilian real against the U.S. dollar, we would have incurred a pre-tax loss of $1.1 million and a pre-tax gain of $1.8
million for the years 2020 and 2019, respectively; and for each 1% depreciation of the Colombian peso against the
U.S. dollar, we would have incurred a pre-tax gain of $0.2 million and $0.3 million for the years 2020 and 2019,
respectively.
We estimate that for each 1% simultaneous depreciation of the Argentine peso, Mexican peso, Brazilian real and
Colombian peso against the U.S. dollar with all other variables held constant, total pre-tax income for 2020 would
have been $4.0 million higher ($7.1 million higher for 2019), as a result of net foreign exchange gains/losses on
translation of U.S. dollar-denominated financial position, mainly trade receivables, lease liabilities, trade payables,
borrowings and other liabilities. Considering the same variation of the currencies against the U.S. dollar of all net
investments in non-U.S. dollar operations in 2020 (which amounted to $0.4 billion), the currency translation
adjustment included in total equity would have been $4.2 million lower, arising mainly from the adjustment on
translation of the equity related to the Brazilian real during the year 2020. For further information on the impact of
currency translation adjustments on Usiminas, see Item 5. “Operating and Financial Review and Prospects—
Overview.”
Foreign Exchange Derivative Contracts
During 2020 and 2019, Ternium Argentina entered into non-deliverable forward agreements in order to manage the
exposure resulting from financial assets and liabilities denominated in Argentine pesos. As of December 31, 2020,
Ternium Argentina had no outstanding non-deliverable forward agreements.
In addition, during 2020, 2019 and 2018, Ternium Colombia entered into non-deliverable forward agreements to
manage the exposure of certain receivables and future receivables denominated in Colombian pesos. As of December
31, 2020, the notional amount on these agreements amounted to $75.4 million.
During 2020, 2019 and 2018, Ternium Mexico entered into forward agreements in order to manage the exposure
resulting from certain commitments denominated in E.U. euros related to its investment plan. As of December 31,
2020, the notional amount on these agreements amounted to $59.2 million.
During 2020, 2019 and 2018, Ternium Investments, entered into several forward agreements in order to manage the
exchange rate exposure generated by the consolidated financial position in EUR. As of December 31, 2020, the
notional amount on these agreements amounted to $ 4.9 million. Also, during 2020, Ternium Investments entered into
non-deliverable forward agreements to manage the exchange rate exposure generated by actual and future trade
123
receivables denominated in Colombian pesos related to the commissioning of the plant and the business of its
subsidiary, Ternium del Atlántico. As of December 31, 2020, the notional amount of these agreements amounted to $
3.4 million.
The consolidated net fair value of these exchange rate derivative contracts as of December 31, 2020, was a negative
$4.3 million. For further information on our foreign exchange contracts see note 21 to the consolidated financial
statements included in this annual report.
Commodities Exposure Risk
In the ordinary course of its operations, Ternium’s subsidiaries purchase raw materials, such as iron ore and coal,
slabs, and other commodities, including electricity and natural gas. Commodity prices are generally volatile as a result
of several factors, including those affecting supply and demand, political, social and economic conditions, and other
circumstances. Ternium monitors its exposure to commodity price volatility on a regular basis and applies customary
commodity price risk management strategies. During 2020, 2019 and 2018, Ternium did not hedge any commodity
position.
Item 12. Description of Securities Other Than Equity Securities
A.
Debt Securities
Not applicable.
B.
Warrants and Rights
Not applicable.
C.
Other Securities
Not applicable.
D.
American Depositary Shares
According to the Company's deposit agreement, holders of ADSs may have to pay to the Depositary, either directly or
indirectly, fees or charges up to the amounts set forth below:
• A fee of $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) for any issuance of ADSs, including issuances
resulting from a distribution of shares or rights or other property; and cancellation of ADSs for the purpose of
withdrawal, including if the deposit agreement terminates.
• A fee of $0.02 (or less) per ADS for any cash distribution to ADS registered holders, excluding cash dividend.
• Any charges for taxes and other governmental charges that the Depositary or the custodian may be required to pay
on any ADS or share underlying an ADS (e.g., share transfer taxes, stamp duty or withholding taxes); and any
charges incurred by the Depositary or its agents for servicing the deposited securities.
• Registration or transfer fees for transfer and registration of shares on our share register to or from the name of the
Depositary or its agent when you deposit or withdraw shares.
• Expenses of the Depositary for cable, telex and facsimile transmissions (when expressly provided in the deposit
agreement); and conversion of foreign currency.
• A fee equivalent to the fee that would be payable if securities distributed to ADS holders had been shares and the
shares had been deposited for issuance of ADSs for distribution of securities distributed to holders of deposited
securities which are distributed by the Depositary to ADS registered holders.
• As necessary, charges for any costs incurred by the Depositary or its agents for servicing the deposited securities.
The Depositary collects its fees for delivery and surrender of ADSs directly from investors depositing shares or
surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The Depositary collects fees
for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of
distributable property to pay the fees. The Depositary may collect its annual fee for Depositary services by deductions
from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants
124
acting for them. The Depositary may generally refuse to provide fee-attracting services until its fees for those services
are paid.
Under the deposit agreement with the Depositary, the Depositary is not liable to holders of ADSs, except that the
Depositary agrees to perform its obligations specifically set forth therein without gross negligence and willful
misconduct.
Fees payable by the Depositary to the Company
Fees incurred in 2020. For the year ended December 31, 2020, the Company received no fees from BNY Mellon as
the Company's depositary in connection with the deposited securities.
Fees to be paid in the future. Upon any listing of the Company’s shares in a non-U.S. stock exchange allowing for
cross-border activity, the Depositary has agreed to reimburse the Company for expenses incurred related to the
administration and maintenance of the ADS program, including investor relations expenses, annual NYSE listing fees
and other program-related expenses. There are limits on the amount of expenses for which the Depositary will
reimburse the Company. The Depositary has also agreed to pay some standard out-of-pocket maintenance costs for the
ADSs. The Company does not expect to receive any reimbursement from the Depositary in the near future.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
Item 15. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and
procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31,
2020). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of
December 31, 2020, our disclosure controls and procedures are effective to ensure that information required to be
disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is
accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to
allow timely decisions regarding required disclosure. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving their objectives. Our Chief Executive Officer and Chief Financial Officer have
concluded that our disclosure controls and procedures are effective at a reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as such
term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our internal control over financial reporting
was designed by management to provide reasonable assurance regarding the reliability of financial reporting and the
preparation and fair presentation of its financial statements for external purposes in accordance with IFRS.
In addition, under the Company’s articles of association and the audit committee’s charter, the audit committee assists
the board of directors in fulfilling its oversight responsibilities relating to the integrity of the financial statements of the
Company, including periodically reporting to the board of directors on its activity and the adequacy of the Company's
systems of internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements or
omissions. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
125
Management conducted its assessment of the effectiveness of Ternium’s internal control over financial reporting based
on the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
Based on this assessment, management has concluded that Ternium’s internal control over financial reporting, as of
December 31, 2020, is effective to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes.
The effectiveness of Ternium’s internal control over financial reporting as of December 31, 2020 has been audited by
PwC Luxembourg, as stated in their report included herein. See “Attestation Report of Registered Public Accounting
Firm.”
Attestation Report of Registered Public Accounting Firm
See page F-1 of the audited consolidated financial statements included elsewhere in this annual report.
Change in Internal Control over Financial Reporting
Other than as described below, there were no significant changes in our internal control over financial reporting (as
such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31,
2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.
During the fiscal year ended December 31, 2020, a material weakness was identified in the Company’s internal
controls over the accounting for unusual transactions and events requiring a high level of judgment, which was
remediated prior to December 31, 2020. Changes implemented to remediate the matter included improving the
documentation supporting the analysis, supervision and approval of the accounting for unusual transactions and events
requiring a high level of judgment and the engagement of third-party experts to contribute to such analysis, where
advisable.
Item 16A. Audit Committee Financial Expert
The Company’s board of directors has determined that none of the audit committee members meets the attributes
defined in Item 16A of Form 20-F for “audit committee financial experts”. However, the audit committee as a whole
has sufficient relevant knowledge of the business and financial experience to properly discharge its functions. In
addition, the audit committee has the authority to engage, from time to time and as it deems necessary, persons that
meet all of the attributes of an “audit committee financial expert” as consultants.
Item 16B. Code of Ethics
The Company has adopted a general code of conduct incorporating guidelines and standards of integrity and
transparency applicable to all of our directors, officers and employees. As far as the nature of each relation permits, all
principles detailed in the code of conduct also apply to relations with our contractors, subcontractors, suppliers and
associated persons. In addition, the Company has adopted a code of ethics, which is intended to supplement the
Company’s code of conduct, and applies specifically to the principal executive officer, the principal financial officer,
the principal accounting officer or controller, as well as persons performing similar functions.
Our code of conduct and our code of ethics for senior financial officers are posted on our website at:
“https://www.ternium.com/media/oylbqqrj/ternium_codeofconduct_en_v04.pdf” and
“https://www.ternium.com/media/4a3gmogx/c-ethics_ternium.pdf”, respectively.
126
Item 16C. Principal Accountant Fees and Services
Fees Paid to the Company’s Principal Accountant
In 2020 and 2019, PwC Luxembourg served as the principal external auditor for the Company. Fees paid to PwC
Luxembourg and other PwC member firms for the years ended December 31, 2020 and December, 2019 are detailed
below:
In thousands of U.S. dollars
Audit fees
Audit-related fees
Tax fees
All other fees
Total
For the year ended
December 31,
2020
2019
3,132
41
95
21
3,289
3,485
54
190
75
3,804
Audit Fees
Audit fees were paid for professional services rendered by the external auditors for the audit of the consolidated
financial statements and internal control over financial reporting of the Company, the statutory financial statements of
the Company and its subsidiaries, and any other audit services required in connection with the Company's filings with
the U.S. Securities and Exchange Commission or other regulatory filings.
Audit-Related Fees
Audit-related fees are typically services that are reasonably related to the performance of the audit or review of the
consolidated financial statements and are not reported under the audit fee item above. This item includes fees for
attestation services on financial information of the Company and its subsidiaries included in annual reports filed with
the applicable regulators.
Tax Fees
Tax fees were paid for tax compliance and tax advice professional services.
Audit Committee’s Pre-approval Policies and Procedures
The Company’s audit committee is responsible for, among other things, the oversight of the Company’s external
auditors. The audit committee has adopted in its charter a policy of pre-approval of audit and permissible non-audit
services provided by its external auditors.
Under the policy, the audit committee makes its recommendations to the shareholders’ meeting concerning the
continuing appointment or termination of the Company’s external auditors. On a yearly basis, the audit committee
reviews together with management and the external auditor, the audit plan, audit related services and other non-audit
services and approves, ad-referendum of the general shareholders’ meeting, the related fees. Any changes to the
approved fees must be reviewed and approved by the audit committee. The general shareholders’ meeting normally
approves such audit fees and authorizes the audit committee to approve any increase or reallocation of such audit fees
as may be necessary, appropriate or desirable under the circumstances. No services outside the scope of the audit
committee’s approval can be undertaken by the external auditor.
During 2020, the audit committee did not approve any fees pursuant to the de minimis exception to the pre-approval
requirement provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
127
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
In 2020, there were no purchases of any class of registered equity securities of the Company by the Company or, to
our knowledge, by any "affiliated purchaser" (as such term is defined in Rule 10b-18(a)(3) under the Exchange Act).
It was proposed to the next annual general meeting of shareholders expected to be held on May 3, 2021, to authorize
the Company and the Company’s subsidiaries, for a period of five years, to purchase, acquire or receive, from time to
time, shares of the Company, including shares represented by ADSs (collectively, “Securities”), on the terms and
conditions set forth below.
• Purchases, acquisitions or receipts of Securities may be made in one or more transactions as the board of directors
of the Company or the board of directors or other governing body of the relevant entity, as applicable, considers
advisable.
• The maximum number of Securities acquired pursuant to this authorization may not exceed 10% of the Company’s
issued and outstanding shares or, in the case of acquisitions made through a stock exchange in which the Securities
are traded, such lower amount as may not be exceeded pursuant to any applicable laws or regulations of such
market. The number of Securities acquired as a block may amount to the maximum permitted amount of purchases.
• The purchase price per share to be paid in cash may not exceed 125% (excluding transaction costs and expenses),
nor may it be lower than 75% (excluding transaction costs and expenses), in each case of the average of the closing
prices of the Company’s Securities in the stock exchange through which the Securities are acquired, during the five
trading days in which transactions in the Securities were recorded in such stock exchange preceding (but excluding)
the day on which the Company's Securities are acquired. For over-the-counter or off-market transactions, the
purchase price per ADS to be paid in cash may not exceed 125% (excluding transactions costs and expenses) nor
may it be lower than 75% (excluding transaction costs and expenses), in each case of the average of the closing
prices of the ADSs in the New York Stock Exchange during the five trading days in which transactions in ADSs
were recorded in the New York Stock Exchange preceding (but excluding) the day on which the ADSs are
acquired, and, in the case of acquisition of Securities, other than in the form of ADSs, such maximum and
minimum per Security purchase prices shall be equal to the prices that would have applied in case of an ADS
purchase pursuant to the formula above divided by the number of underlying shares represented by an ADS at the
time of the relevant purchase. Compliance with maximum and minimum purchase price requirements in any and all
acquisitions made pursuant to this authorization (including, without limitation, acquisitions carried out through the
use of derivative financial instruments or option strategies) shall be determined on and as of the date on which the
relevant transaction is entered into, irrespective of the date on which the transaction is to be settled.
• The above maximum and minimum purchase prices shall, in the event of a change in the par value of the shares, a
capital increase by means of a capitalization of reserves, a distribution of shares under compensation or similar
programs, a stock split or reverse stock split, a distribution of reserves or any other assets, the redemption of
capital, or any other transaction impacting on the Company’s equity, be adapted automatically, so that the impact of
any such transaction on the value of the shares shall be reflected.
• The acquisitions of Securities may not have the effect of reducing the Company’s net assets below the sum of the
Company’s capital stock plus its undistributable reserves.
• Only fully paid-up Securities may be acquired pursuant to this authorization.
• The acquisitions of Securities may be carried out for any purpose, as may be permitted under applicable laws and
regulations, including, without limitation, to reduce the share capital of the Company, to offer such Securities to
third parties in the context of corporate mergers or acquisitions of other entities or participating interests therein, for
distribution to the Company’s or the Company’s subsidiaries’ directors, officers or employees or to meet
obligations arising from convertible debt instruments.
128
• The acquisitions of Securities may be carried out by any and all means, as may be permitted under applicable laws
and regulations, including through any stock exchange in which the Company´s Securities are traded, through
public offers to all shareholders of the Company to buy Securities, through the use of derivative financial
instruments or option strategies, or in over-the-counter or off-market transactions or in any other manner.
• The acquisitions of Securities may be carried out at any time and from time to time during the duration of the
authorization, including during a tender offer period, as may be permitted under applicable laws and regulations.
• The authorization granted to acquire Securities shall be valid for such maximum period as may be provided for
under applicable Luxembourg law as in effect from time to time (such maximum period being, as of to date, five
years).
• The acquisitions of Securities shall be made at such times and on such other terms and conditions as may be
determined by the board of directors of the Company or the board of directors or other governing body of the
relevant entity, provided that any such purchase shall comply with Article 430-15 et seq. of the Luxembourg
Company Law and, in the case of acquisitions of Securities made through a stock exchange in which such
Company's Securities are traded, with any applicable laws and regulations of such market.
In the future, the Company may, on the terms and subject to the conditions above referenced, initiate a share capital
repurchase or similar program or engage in other transactions pursuant to which we would repurchase, directly or
indirectly, the Company’s Securities. In addition, we or our subsidiaries may enter into transactions involving sales or
purchases of derivatives or other instruments (either settled in cash or through physical delivery of securities) with
returns linked to the Company’s Securities. The timing and amount of repurchase transactions under any such
program, or sales or purchases of derivatives or other instruments, would depend on market conditions as well as other
corporate and regulatory considerations.
Item 16F. Change in Registrant’s Certifying Accountant
Not applicable.
Item 16G. Corporate Governance
The Company’s corporate governance practices are governed by the Luxembourg Company Law and the Company’s
articles of association. As a Luxembourg company listed on the NYSE, the Company is required to comply with some,
but not all, of the corporate governance listing standards of the NYSE. The Company, however, believes that its
corporate governance practices meet, in all material respects, the corporate governance standards that are generally
required for controlled companies by the NYSE.
The following is a summary of the significant ways that the Company’s corporate governance practices differ from the
corporate governance standards required for controlled companies by the NYSE. The Company’s corporate
governance practices may differ in non-material ways from the standards required by the NYSE that are not detailed
here:
Non-management Directors’ Meetings
Under NYSE standards, non-management directors must meet at regularly scheduled executive sessions without
management present and, if such group includes directors who are not independent, a meeting should be scheduled
once per year including only independent directors. Neither Luxembourg law nor the Company’s articles of
association require the holding of such meetings and the Company does not have a set policy for these meetings. For
additional information, please see Item 6. “A. Directors, Senior Management and Employees—Board of Directors”.
In addition, NYSE-listed companies are required to provide a method for interested parties to communicate directly
with the non-management directors as a group. While the Company does not have such a method, it has set up a
compliance line for investors and other interested parties to communicate their concerns directly to the members of our
audit committee, all of whom are non-management independent directors.
Audit Committee
129
Under NYSE standards, listed U.S. companies are required to have an audit committee composed of independent
directors that satisfy the requirements of Rule 10A-3 promulgated under the Exchange Act. Pursuant to the Company’s
articles of association, as supplemented by the audit committee’s charter, for as long as the Company's shares are listed
on at least one regulated market, the Company must have an audit committee composed of at least three members, the
majority of whom must qualify as independent directors (as defined in the articles of association), provided, however,
that the composition and membership of the audit committee shall satisfy such requirements as are applicable to, and
mandatory for, audit committees of issuers such as the Company under any law, rule or regulation applicable to the
Company (including, without limitation, the applicable laws, rules and regulations of such regulated market or
markets). The Company’s audit committee, which currently consists of three members, complies with such
requirements. In accordance with NYSE standards, the Company has an audit committee entirely composed of
independent directors for purposes of U.S. Securities Exchange Act Rule 10A-3(b)(1). For more information on the
Company’s audit committee see Item 6. “Directors, Senior Management and Employees—C. Board Practices-Audit
Committee”.
Under NYSE standards, all audit committee members of listed U.S. companies are required to be financially literate or
must acquire such financial knowledge within a reasonable period and at least one of its members shall have
experience in accounting or financial administration. In addition, if a member of the audit committee is simultaneously
a member of the audit committee of more than three public companies, and the listed company does not limit the
number of audit committees on which its members may serve, then in each case the board must determine whether the
simultaneous service would prevent such member from effectively serving on the listed company’s audit committee
and shall publicly disclose its decision. No comparable provisions on audit committee membership exist under
applicable Luxembourg law or the Company’s articles of association.
Standards for evaluating director independence
Under NYSE standards, the board is required, on a case-by-case basis, to express an opinion with regard to the
independence or lack of independence of each individual director. Neither Luxembourg law nor the Company’s
articles of association require the board to express such an opinion. In addition, the definition of “independent” under
the NYSE rules differs in some non-material respects from the definition contained in the Company’s articles of
association. For more information on the Company’s audit committee see Item 6. “Directors, Senior Management and
Employees—C. Board Practices-Audit Committee”.
Audit committee responsibilities
Pursuant to the Company’s articles of association, the audit committee shall assist the board of directors in fulfilling its
oversight responsibilities relating to the integrity of its financial statements, including periodically reporting to the
board of directors on its activity and the adequacy of the Company’s system of internal controls over financial
reporting. As per the audit committee charter the audit committee shall make recommendations for the appointment,
compensation, retention and oversight of, and consider the independence of, the Company’s external auditors. The
audit committee is required to review material transactions (as defined by the articles of association) between the
Company or its subsidiaries with related parties and also perform the other duties entrusted to it by the board. The
NYSE requires certain matters to be set forth in the audit committee charter of U.S. listed companies.
The Company’s audit committee charter provides for many of the responsibilities that are expected from such bodies
under the NYSE standard; however, due to the Company’s equity structure and holding company nature, the charter
does not contain all such responsibilities, including provisions related to procedures for the receipt and treatment of
complaints (although the Company has established such procedures), funding for payment of administrative expenses
and compensation to advisors (although the audit committee has the authority to engage outside advisors), setting
hiring policies for employees or former employees of external auditors and an annual performance evaluation of the
audit committee. For more information on the Company’s audit committee see Item 6. “Directors, Senior Management
and Employees—C. Board Practices-Audit Committee”.
Shareholder voting on equity compensation plans
Under NYSE standards, shareholders must be given the opportunity to vote on equity-compensation plans and material
revisions thereto, except for employment inducement awards, certain grants, plans and amendments in the context of
mergers and acquisitions, and certain specific types of plans. The Company does not currently offer equity-based
compensation to its directors, executive officers or employees, and therefore does not have a policy on this matter. For
130
further information on the Company’s audit committee see Item 6. “Directors, Senior Management and Employees—
B. Compensation”.
Disclosure of corporate governance guidelines
NYSE-listed companies must adopt and disclose corporate governance guidelines. Neither Luxembourg law nor the
Company’s articles of association require the adoption or disclosure of corporate governance guidelines. The
Company’s board of directors follows corporate governance guidelines consistent with its equity structure and holding
company nature, but the Company has not codified them and therefore does not disclose them on its website.
Code of business conduct and ethics
Under NYSE standards, listed companies must adopt and disclose a code of business conduct and ethics for directors,
officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Neither
Luxembourg law nor the Company’s articles of association require the adoption or disclosure of such a code of
conduct. The Company, however, has adopted a code of conduct that applies to all directors, officers and employees,
that is posted on its website and which complies with the NYSE’s requirements, except that it does not require the
disclosure of waivers of the code for directors and officers. In addition, it has adopted a supplementary code of ethics
for senior financial officers which is also posted on our website. For further information, see Item 16B. “Code of
Ethics”.
Chief Executive Officer certification
A chief executive officer of a U.S. company listed on the NYSE must annually certify that he or she is not aware of
any violation by the company of NYSE corporate governance standards. In accordance with NYSE rules applicable to
foreign private issuers, the Company’s chief executive officer is not required to provide the NYSE with this annual
compliance certification. However, in accordance with NYSE rules applicable to all listed companies, the Company’s
chief executive officer must promptly notify the NYSE in writing after any of the Company’s executive officers
becomes aware of any noncompliance with any applicable provision of the NYSE’s corporate governance standards.
In addition, the Company must submit an executed written affirmation annually and an interim written affirmation
upon the occurrence of any of the events listed in the foreign private issuer interim written affirmation form by the
NYSE.
Item 16H. Mine Safety Disclosure
Not applicable.
PART III
Item 17. Financial Statements
We have responded to Item 18 in lieu of responding to this Item.
Item 18. Financial Statements
See pages F-1 through F-88 of this annual report.
131
Item 19. Exhibits
Exhibit
Number
Description
1.1
2.1
4.1
4.3
7.2
8.1
12.1
12.2
13.1
13.2
*
**
***
Consolidated Articles of Association of Ternium S.A., dated as of June 5, 2020
Deposit Agreement entered into between Ternium S.A. and The Bank of New York*
Shareholders’ Agreement, dated January 9, 2006, between Tenaris S.A. and Inversora Siderurgica Limited**
Shareholders Agreement, dated April 10, 2018, between Nippon Steel & Sumitomo Metal Corporation,
Nippon Usiminas Co., Ltd., Ternium Investments S.à r.l., Confab Industrial S.A., Prosid Investments S.A.,
Ternium Argentina S.A., Previdência Usiminas, Metal One Corporation and Mitsubishi Corporation do Brasil
S.A. ***
Statement explaining alternative performance measures
List of subsidiaries of Ternium S.A.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Incorporated by reference to the Registration Statement on Form F-6, filed by Ternium S.A. on January 11,
2006 (File No. 333-130952).
Incorporated by reference to the Registration Statement on Form F-1, filed by Ternium S.A. on January 27,
2006 (File No. 333-130950).
Incorporated by reference to the Annual Report on Form 20-F, filed by Ternium S.A. on April 24, 2018 (File
No. 001-32734 18771303).
132
TERNIUM S.A.
Consolidated Financial Statements
as of December 31, 2020 and 2019 and
for the years ended on December 31, 2020, 2019 and 2018
26 Boulevard Royal, 4th floor
L – 2449 Luxembourg
R.C.S. Luxembourg: B 98 668
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Income Statements for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Financial Position as of December 31, 2020 and 2019
Consolidated Statements of Changes in Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Index to the Notes to the Consolidated Financial Statements
Page
F-1
F-4
F-5
F-6
F-7
F-8
F-11
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of
Ternium S.A.
Opinions on the Consolidated Financial Statements and Internal Control over Financial
Reporting
We have audited the accompanying consolidated statements of financial position of Ternium S.A. and
its subsidiaries (the “Company”) as of 31 December 2020 and 2019, and the related consolidated
statements of income, comprehensive income, changes in equity and cash flows for each of the three
years in the period ended 31 December 2020, including the related notes (collectively referred to as the
“consolidated financial statements”). We also have audited the Company‘s internal control over financial
reporting as of 31 December 2020, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organisations of the Treadway Commission
(COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of 31 December 2020 and 2019, and the results of
its operations and its cash flows for each of the three years in the period ended 31 December 2020 in
conformity with International Financial Reporting Standards as issued by the International Accounting
Standards Board and International Financial Reporting Standards as adopted by the European Union.
Also in our opinion, the Company maintained, in all material respects, effective internal control over
financial reporting as of 31 December 2020, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting, included in the Management’s Report on Internal Control over Financial
Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s
consolidated financial statements and on the Company’s internal control over financial reporting based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the
Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud, and whether effective
internal control over financial reporting was maintained in all material respects.
PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg
T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)
R.C.S. Luxembourg B 65 477 - TVA LU25482518
F-1
Our audits of the consolidated financial statements included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management,
as well as evaluating the overall presentation of the consolidated financial statements. Our audit of
internal control over financial reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We
believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (i) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and (iii) provide reasonable assurance
regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s
assets that could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the
risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit
committee and that (i) relates to accounts or disclosures that are material to the consolidated financial
statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below,
providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it
relates.
F-2
Uncertain tax position in Mexico
As described in Note 24 (c) to the consolidated financial statements, the Company is subject to potential
income tax adjustments in Mexico arising from tax audits performed by Mexican tax authorities in 2015
and 2018. Management estimate of the maximum exposure of these adjustments is USD 80.8 million,
including interest and fines. Based on the advice of counsel, management believes that an unfavorable
outcome is not probable and no provision has therefore been established in the consolidated financial
statements. Management applied significant judgment in estimating this uncertain tax position.
The principal considerations for our determination that performing procedures relating to the uncertain
tax position in Mexico is a critical audit matter are (i) the significant judgment by management when
determining this uncertain tax position, including a high degree of estimation uncertainty relative to the
complex tax laws and potential for significant adjustments as a result of such matter; (ii) a high degree
of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s
accurate measurement and disclosure of this uncertain tax position; (iii) the evaluation of audit evidence
available to support the uncertain tax position in Mexico is complex and resulted in significant auditor
judgment as the nature of the evidence is often highly subjective; and (iv) the audit effort involved the
use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with
forming our overall opinion on the consolidated financial statements. These procedures included testing
the effectiveness of controls relating to the measurement and disclosure of the balances relating to the
uncertain tax position in Mexico. These procedures also included, among others, (i) testing the
information used in the determination of the amount of the contingencies for the uncertain tax position
in Mexico, including, where appropriate, the related tax returns; (ii) testing the calculation of the
contingencies relating to the uncertain tax position in Mexico, including management’s assessment of
the technical merits of tax position and estimates of the amount of tax benefit expected to be sustained
or potentially claimed; (iii) evaluating the status and results of income tax audits and ongoing legal
actions; (iv) obtaining and evaluating opinions from management’s legal advisors in respect to this tax
matter. Professionals with specialized skill and knowledge were used to assist in the evaluation of
management’s estimates in respect of the uncertain tax position in Mexico, including evaluating the
reasonableness of management’s assessment of whether tax position is more-likely-than-not of being
sustained and the amount of potential liability to be realized, the application of relevant tax laws, and
estimated interest and penalties.
PricewaterhouseCoopers, Société coopérative
Represented by
Luxembourg, 31 March 2021
Marc Minet
We have served as the Company’s auditor since 2011.
F-3
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
(All amounts in $ thousands)
Consolidated Income Statements
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Other operating income (expenses), net
Operating income
Finance expense
Finance income
Other financial income (expenses), net
Equity in earnings of non-consolidated companies
Profit before income tax expense
Income tax expense
Profit for the year
Attributable to:
Owners of the parent
Non-controlling interest
Profit for the year
Notes
2020
Year ended December 31,
2019
2018
4
5
6
8
9
9
9
13
10
8,735,435
(7,099,923)
10,192,818
(8,452,440)
1,635,512
1,740,378
(762,882)
206,843
1,079,473
(46,644)
49,421
19,554
57,555
(897,475)
21,663
864,566
(88,284)
29,071
(39,756)
60,967
11,454,807
(8,483,328)
2,971,479
(876,764)
13,656
2,108,371
(131,172)
21,236
(69,640)
102,772
1,159,359
826,564
2,031,567
(291,488)
(196,519)
(369,435)
867,871
630,045
1,662,132
778,468
89,403
867,871
564,269
65,776
630,045
1,506,647
155,485
1,662,132
Weighted average number of shares outstanding
1,963,076,776
1,963,076,776
1,963,076,776
Basic and diluted earnings per share for profit attributable to
the owners of the parent (expressed in $ per share)
0.40
0.29
0.77
The accompanying notes are an integral part of these consolidated financial statements.
F-4
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
(All amounts in $ thousands)
Consolidated Statements of Comprehensive Income
Year ended December 31,
2019
2018
2020
Profit for the year
867,871
630,045
1,662,132
Items that may be reclassified subsequently to profit or loss:
Currency translation adjustment
Currency translation adjustment from participation in non-consolidated
companies
Changes in the fair value of financial instruments at fair value through other
comprehensive income
Income tax related to financial instruments at fair value
Changes in the fair value of derivatives classified as cash flow hedges
Income tax relating to cash flow hedges
Other comprehensive income items
Other comprehensive income items from participation in non-consolidated
companies
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of post employment benefit obligations
Income tax relating to remeasurement of post employment benefit obligations
Remeasurement of post employment benefit obligations from participation in
non-consolidated companies
Other comprehensive loss for the year, net of tax
Total comprehensive income for the year
Attributable to:
Owners of the parent
Non-controlling interest
Total comprehensive income for the year
160
(41,455)
(376,220)
(109,079)
(20,470)
(73,761)
(3,100)
1,230
(266)
80
(966)
(877)
—
(750)
225
669
(1,036)
122
(132)
(73)
(897)
400
6
499
(36,907)
10,790
(67,601)
19,312
(38,263)
9,259
15,081
(18,918)
(3,780)
(122,577)
(129,859)
(484,282)
745,294
500,186
1,177,850
666,667
78,627
445,473
54,713
1,176,964
886
745,294
500,186
1,177,850
The accompanying notes are an integral part of these consolidated financial statements.
F-5
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
(All amounts in $ thousands)
Consolidated Statements of Financial Position
ASSETS
Non-current assets
Property, plant and equipment, net
Intangible assets, net
Investments in non-consolidated companies
Other investments
Deferred tax assets
Receivables, net
Trade receivables, net
Current assets
Receivables, net
Derivative financial instruments
Inventories, net
Trade receivables, net
Other investments
Cash and cash equivalents
Non-current assets classified as held for sale
Total Assets
EQUITY
Capital and reserves attributable to the owners of the
parent
Non-controlling interest
Total Equity
LIABILITIES
Non-current liabilities
Provisions
Deferred tax liabilities
Other liabilities
Trade payables
Derivative financial instruments
Lease liabilities
Borrowings
Current liabilities
Current income tax liabilities
Other liabilities
Trade payables
Derivative financial instruments
Lease liabilities
Borrowings
Total Liabilities
Total Equity and Liabilities
Notes
December 31, 2020
December 31, 2019
Balances as of
11
12
13
17
19
14
15
14
21
16
15
17
17
18
19
20
21
22
23
20
21
22
23
6,504,681
908,583
471,306
2,881
158,703
243,306
—
288,609
1,572
2,001,781
918,438
813,527
537,882
80,570
346,485
551,856
1,145
523
251,617
1,327,289
110,499
249,836
1,049,337
5,835
42,486
395,604
6,539,581
943,838
513,648
3,253
163,538
592,565
897
334,713
1,196
2,158,298
949,672
212,271
519,965
8,757,320
4,176,115
2,098
4,178,213
8,289,460
4,561,809
4,966
4,566,775
12,856,235
12,935,533
7,286,115
1,157,038
8,443,153
6,611,665
1,103,208
7,714,873
613,352
403,278
507,603
1,174
17
298,219
1,628,892
47,053
240,934
876,803
3,007
40,546
559,782
3,452,535
1,768,125
5,220,660
2,559,485
1,853,597
4,413,082
12,856,235
12,935,533
The accompanying notes are an integral part of these consolidated financial statements.
F-6
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
(All amounts in $ thousands)
Consolidated Statements of Changes in Equity
Attributable to the owners of the parent (1)
Treasury
Capital
shares
stock
(2)
(2)
Initial
public
offering
expenses
Reserves
(3)
Capital
stock
issue
discount
(4)
Currency
translation
adjustment
Retained
earnings
Total
Non-
controlling
interest
Total
Equity
Balance as of January 1, 2020
2,004,743 (150,000)
(23,295) 1,332,980 (2,324,866) (2,760,046) 8,532,149 6,611,665
1,103,208
7,714,873
Profit for the year
Other comprehensive income (loss) for the period
Currency translation adjustment
Remeasurement of post employment benefit obligations
Cash flow hedges and others, net of tax
Others
778,468 778,468
89,403
867,871
(9,340)
(95)
(1,383)
(100,983)
(100,983)
(9,340)
(95)
(1,383)
(7,936)
(1,696)
(108,919)
(11,036)
(91)
(1,053)
(186)
(2,436)
Total comprehensive income (loss) for the year
—
—
—
(10,818)
—
(100,983) 778,468 666,667
78,627
745,294
Acquisition of non-controlling interest (5)
7,783
7,783
(24,797)
(17,014)
Balance as of December 31, 2020
2,004,743 (150,000)
(23,295) 1,329,945 (2,324,866) (2,861,029) 9,310,617 7,286,115
1,157,038
8,443,153
(1) Shareholders’ equity determined in accordance with accounting principles generally accepted in Luxembourg is disclosed in Note 24 (iii).
(2) The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of $1.00 per share. As of December 31, 2020, there were 2,004,743,442 shares issued. All issued shares
are fully paid. Also, as of December 31, 2020, the Company held 41,666,666 shares as treasury shares.
(3) Include mainly legal reserve under Luxembourg law for $200.5 million, undistributable reserves under Luxembourg law for $1.4 billion, hedge accounting reserve, net of tax effect, for $(0.2) million and reserves
related to the acquisition of non-controlling interest in subsidiaries for $(72.2) million.
(4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.
(5) Corresponds to the acquisition of non-controlling interest participation of Ternium Argentina S.A..
Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated
financial statements may not be wholly distributable. See Note 24 (iii). The accompanying notes are an integral part of these consolidated financial statements.
F-7
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
(All amounts in $ thousands)
Consolidated Statements of Changes in Equity
Attributable to the owners of the parent (1)
Treasury
Capital
stock
shares
(2)
(2)
Initial
public
offering
expenses
Reserves
(3)
Capital
stock issue
discount
(4)
Currency
translation
adjustment
Retained
earnings
Total
Non-
controlling
interest
Total
Equity
Balance as of January 1, 2019
2,004,743
(150,000)
(23,295) 1,385,701
(2,324,866) (2,702,477) 8,203,449
6,393,255
1,091,321
7,484,576
Profit for the year
Other comprehensive income (loss) for the period
Currency translation adjustment
Remeasurement of post employment benefit obligations
Cash flow hedges and others, net of tax
Others
564,269
564,269
65,776
630,045
(60,730)
(268)
(229)
(57,569)
(57,569)
(60,730)
(268)
(229)
(4,356)
(6,477)
(257)
27
(61,925)
(67,207)
(525)
(202)
Total comprehensive income (loss) for the year
—
—
—
(61,227)
—
(57,569)
564,269
445,473
54,713
500,186
Dividends paid in cash (5)
Dividends paid in cash to non-controlling interest (6)
Acquisition of non-controlling interest (7)
8,506
(235,569)
(235,569)
—
(235,569)
—
(28,530)
(28,530)
8,506
(14,296)
(5,790)
Balance as of December 31, 2019
2,004,743
(150,000)
(23,295) 1,332,980
(2,324,866) (2,760,046) 8,532,149
6,611,665
1,103,208
7,714,873
(1) Shareholders’ equity is determined in accordance with accounting principles generally accepted in Luxembourg.
(2) The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of $1.00 per share. As of December 31, 2019, there were 2,004,743,442 shares issued. All issued shares
are fully paid. Also, as of December 31, 2019, the Company held 41,666,666 shares as treasury shares.
(3) Include mainly legal reserve under Luxembourg law for $200.5 million, undistributable reserves under Luxembourg law for $1.4 billion, hedge accounting reserve, net of tax effect, for $(0.1) million and reserves
related to the acquisition of non-controlling interest in subsidiaries for $(80.0) million.
(4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.
(5) Represents $0.12 per share ($1.20 per ADS). Related to the dividends distributed on May 6, 2019, and as 41,666,666 shares are held as treasury shares by Ternium, the dividends attributable to these treasury
shares amounting to $5.0 million were included in equity as less dividend paid.
(6) Corresponds to the dividends paid by Ternium Argentina S.A.
(7) Corresponds to the acquisition of non-controlling interest participation of Ternium Argentina S.A..
Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated
financial statements may not be wholly distributable. See Note 24 (iii). The accompanying notes are an integral part of these consolidated financial statements.
F-8
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
(All amounts in $ thousands)
Consolidated Statements of Changes in Equity
Attributable to the owners of the parent (1)
Treasury
Capital
shares
stock
(2)
(2)
Initial
public
offering
expenses
Capital
stock
issue
Reserves
discount
(3)
(4)
Currency
translation
adjustment
Retained
earnings
Total
Non-
controlling
interest
Total
Equity
Balance as of January 1, 2018
2,004,743 (150,000)
(23,295) 1,416,121 (2,324,866) (2,403,664) 6,491,385 5,010,424
842,347
5,852,771
Impact of adopting IFRS 9 at January 1, 2018
Impact of adopting IAS 29 at January 1, 2018 (see note 3
(cc))
450
(147)
303
204
507
421,502 421,502
268,824
690,326
Adjusted Balance at January 1, 2018
2,004,743 (150,000)
(23,295) 1,416,571 (2,324,866) (2,403,664) 6,912,740 5,432,229
1,111,375
6,543,604
Profit for the year
Other comprehensive income (loss) for the period
Currency translation adjustment
Remeasurement of post employment benefit obligations
Cash flow hedges and others, net of tax
Others
1,506,647 1,506,647
155,485
1,662,132
(29,418)
(288)
(1,164)
(298,813)
(298,813)
(29,418)
(288)
(1,164)
(151,168)
(3,366)
83
(148)
(449,981)
(32,784)
(205)
(1,312)
Total comprehensive income (loss) for the year
—
—
—
(30,870)
—
(298,813) 1,506,647 1,176,964
886
1,177,850
Dividends paid in cash (5)
Dividends paid in cash to non-controlling interest (6)
(215,938) (215,938)
—
—
(20,940)
(215,938)
(20,940)
Balance as of December 31, 2018
2,004,743 (150,000)
(23,295) 1,385,701 (2,324,866) (2,702,477) 8,203,449 6,393,255
1,091,321
7,484,576
(1) Shareholders’ equity is determined in accordance with accounting principles generally accepted in Luxembourg.
(2) The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of $1.00 per share. As of December 31, 2018, there were 2,004,743,442 shares issued. All issued shares
are fully paid. Also, as of December 31, 2018, the Company held 41,666,666 shares as treasury shares.
(3) Include mainly legal reserve under Luxembourg law for $200.5 million, undistributable reserves under Luxembourg law for $1.4 billion, hedge accounting reserve, net of tax effect, for $0.5 million and reserves
related to the acquisition of non-controlling interest in subsidiaries for $(88.5) million.
(4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.
(5) Represents $0.11 per share ($1.10 per ADS). Related to the dividends distributed on May 2, 2018, and as 41,666,666 shares are held as treasury shares by Ternium, the dividends attributable to these treasury
shares amounting to $4.6 million were included in equity as less dividend paid.
(6) Corresponds to the dividends paid by Ternium Argentina S.A.
Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated
financial statements may not be wholly distributable. See Note 24 (iii). The accompanying notes are an integral part of these consolidated financial statements.
F-9
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
(All amounts in $ thousands)
Consolidated Statements of Cash Flows
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation and amortization
Income tax accruals less payments
Equity in earnings of non-consolidated companies
Interest accruals less payments
ICMS provision recovery, net of reversal of related asset
Changes in provisions
Changes in working capital (1)
Net foreign exchange results and others
Net cash provided by operating activities
Cash flows from investing activities
Capital expenditures
Recovery/(Loans) to non-consolidated companies
(Increase)/Decrease in other investments
Proceeds from the sale of property, plant and equipment
Acquisition of non-controlling interest
Net cash used in investing activities
Cash flows from financing activities
Dividends paid in cash to company’s shareholders
Dividends paid in cash to non-controlling interests
Finance lease payments
Proceeds from borrowings
Repayments of borrowings
Net cash used in financing activities
Increase (Decrease) in cash and cash equivalents
Movement in cash and cash equivalents
At January 1,
Effect of exchange rate changes and inflation adjustment
Increase (Decrease) in cash and cash equivalents
Cash and cash equivalents at December 31, (2)
Non-cash transactions:
Acquisition of PP&E under lease contract agreements
Notes
11 & 12
26 (b)
13
26 (b)
8 & 24 (i)(g)
18
26 (b)
Year ended December 31,
2019
2018
2020
867,871
630,045
1,662,132
631,051
66,561
(57,555)
6,991
(186,010)
623
352,795
78,919
661,112
(208,805)
(60,967)
3,405
—
(1,544)
572,684
51,689
589,299
(154,366)
(102,772)
(13,014)
—
(7,659)
(228,577)
(5,778)
1,761,246
1,647,619
1,739,265
11 & 12
13
17
(560,013) (1,052,252)
—
(600,884)
24,480
(163,800)
(520,250)
(24,480)
86,857
1,044
(17,014)
788
(5,790)
861
—
(1,176,867) (1,196,574)
(457,012)
—
—
(235,569)
(28,530)
(38,569)
(215,938)
(20,940)
(7,565)
(42,144)
245,668
1,188,731
(709,778) (1,377,605) (2,266,560)
1,529,766
(506,254)
(150,507) (1,322,272)
78,125
300,538
(40,019)
519,965
(60,208)
78,125
250,541
(31,114)
300,538
537,882
519,965
337,779
(47,219)
(40,019)
250,541
6,101
21,963
73,828
(1) The working capital is impacted by non-cash movement of $ (18.0) million as of December 31, 2020 ($(70.0) million and $(74.5) million as of December
31, 2019 and 2018, respectively) due to the variations in the exchange rates used by subsidiaries with functional currencies different from the U.S. dollar.
(2) It includes restricted cash of $54, $69 and $2,216 as of December 31, 2020, 2019 and 2018, respectively. In addition, the Company had other investments
with a maturity of more than three months for $813,527, $212,271 and $44,529 as of December 31, 2020, 2019 and 2018, respectively.
The accompanying notes are an integral part of these consolidated financial statements.
F-10
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
INDEX TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
General information
Basis of presentation
Accounting policies
Segment information
Cost of sales
Selling, general and administrative expenses
Labor costs (included in cost of sales and selling, general and administrative expenses)
Other operating income (expenses), net
Other financial income (expenses), net
Income tax expense
Property, plant and equipment, net
Intangible assets, net
Investments in non-consolidated companies
Receivables, net - non-current and current
Trade receivables, net – non-current and current
Inventories, net
Cash, cash equivalents and other investments
Allowances and provisions – non-current and current
Deferred income tax
Other liabilities – non-current and current
Derivative financial instruments
Lease liabilities
Borrowings
Contingencies, commitments and restrictions on the distribution of profits
Related party transactions
Other required disclosures
Recently issued accounting pronouncements
Financial risk management
The COVID-19 pandemic and its impact on Ternium
Foreign exchange restrictions in Argentina
Page
F-12
F-13
F-16
F-40
F-43
F-44
F-44
F-45
F-45
F-46
F-47
F-49
F-50
F-53
F-54
F-54
F-55
F-55
F-56
F-58
F-60
F-62
F-63
F-65
F-74
F-75
F-77
F-79
F-86
F-87
F-11
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
Notes to the Consolidated Financial Statements
1.
GENERAL INFORMATION
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 December 31, 2020, there were 2,004,743,442 shares issued. All issued
shares are fully paid.
Ternium’s American Depositary Shares ("ADSs") trade on the New York Stock Exchange under the symbol “TX”.
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 $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.
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, 2020 and
2019, this special tax reserve amounted in both cases to $6.3 billion. The Company expects that, as a result of its corporate
reorganization, its current overall tax burden will not increase, as all or substantially all of its dividend income will come from
high income tax jurisdictions.
F-12
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
2.
a)
BASIS OF PRESENTATION
Basis of presentation
These consolidated financial statements have been prepared in accordance with IFRS (International Financial Reporting
Standards) issued and effective or issued and early adopted as at the time of preparing these statements (February 2021), as
issued by the International Accounting Standards Board and in conformity with International Financial Reporting Standards as
adopted by the European Union (“EU”). These consolidated financial statements are presented in thousands of United States
dollars (“$”), except otherwise indicated.
These Consolidated financial statements fairly present the consolidated equity and consolidated financial situation of Ternium
as of December 31, 2020, and the consolidated results of its operations, the Changes in the Consolidated Statement of
Comprehensive Income, the Changes in Consolidated Net Equity and the Consolidated Cash Flows of Ternium for the year
then ended.
Elimination of all material intercompany transactions and balances between the Company and their respective subsidiaries has
been made in consolidation.
These consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation
of available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value
through profit or loss.
These consolidated financial statements have been approved for issue by the Board of Directors on February 23, 2021. The
Directors have the power to amend and reissue the consolidated financial statements.
Detailed below are the companies whose financial statements have been consolidated and accounted for interest in these
consolidated financial statements.
F-13
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
2.
BASIS OF PRESENTATION (continued)
Company
Country of
Organization
Main activity
Percentage of ownership
at December 31,
Luxembourg
Luxembourg
Holding
Holding
Ternium S.A.
Ternium Investments S.à.r.l.
Ternium Internacional España S.L. (1)
Ternium USA Inc. (1)
Ternium Solutions S.A. (formerly Tericer Trading
S.A.) (1)
Ternium Internationaal B.V. (1)
Ternium Argentina S.A. (2)
Impeco S.A. (3)
Prosid Investments S.A. (4)
Ternium Mexico S.A. de C.V. (5)
Hylsa S.A. de C.V. (6)
Las Encinas S.A. de C.V. (6)
Ferropak Comercial S.A. de C.V. (6)
Transamerica E. & I. Trading Corp. (6)
Técnica Industrial S.A. de C.V. (6)
Galvacer Chile S.A. (6)
Ternium Gas México S.A. de C.V. (7)
Consorcio Minero Benito Juarez Peña Colorada
S.A.de C.V. (8)
Peña Colorada Servicios S.A. de C.V. (8)
Spain
USA
Uruguay
Netherlands
Argentina
Argentina
Uruguay
Mexico
Mexico
Mexico
Mexico
USA
Mexico
Chile
Mexico
Mexico
Mexico
Exiros B.V. (8)
Netherlands
Servicios Integrales Nova de Monterrey S.A. de C.V.
(9)
Ternium Internacional Nicaragua S.A.
Mexico
Nicaragua
Ternium Internacional Honduras S.A. de C.V.
Honduras
Ternium Internacional El Salvador S.A. de C.V.
El Salvador
Ternium Internacional Costa Rica S.A.
Ternium Internacional Guatemala S.A. (10)
Ternium Colombia S.A.S. (10)
Ternium del Cauca S.A.S. (10)
Costa Rica
Guatemala
Colombia
Colombia
Ternium Siderúrgica de Caldas S.A.S. (10)
Colombia
Ternium del Atlántico S.A.S (10)
Ternium Procurement S.A. (10)
Technology & Engineering Services S.A. (10)
Tenigal S. de R.L. de C.V. (11)
Ternium Treasury Services S.A.
Soluciones Integrales de Gestión S.A. (12)
Colombia
Uruguay
Uruguay
Mexico
Uruguay
Argentina
2020
2019
2018
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
62.46 %
100.00 %
61.50 %
100.00 %
60.94 %
62.49 %
61.54 %
60.97 %
62.46 %
89.21 %
61.51 %
88.94 %
60.94 %
88.78 %
89.21 %
88.94 %
88.78 %
89.21 %
88.94 %
88.78 %
89.21 %
89.21 %
89.21 %
89.21 %
89.21 %
44.61 %
44.61 %
50.00 %
66.47 %
99.38 %
88.94 %
88.94 %
88.94 %
88.94 %
88.94 %
44.47 %
44.47 %
50.00 %
66.26 %
99.38 %
88.78 %
88.78 %
88.78 %
88.78 %
88.78 %
44.39 %
44.39 %
50.00 %
66.14 %
99.38 %
99.18 %
99.18 %
99.18 %
99.92 %
99.92 %
99.92 %
99.98 %
99.98 %
99.98 %
99.98 %
99.98 %
99.98 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
Holding and marketing of steel
products
Manufacturing and selling of
steel products
Other services
Marketing of steel products
Manufacturing and selling of
flat steel products
Manufacturing of pipe
products
Holding
Manufacturing and selling of
steel products
Manufacturing and selling of
steel products
Exploration, exploitation and
pelletizing of iron ore
Scrap services company
Scrap services company
Services
Distributing company
Energy services company
Exploration, exploitation and
pelletizing of iron ore
Services
Procurement and trading
services
Medical and Social Services
Manufacturing and selling of
steel products
Manufacturing and selling of
steel products
Manufacturing and selling of
steel products
Manufacturing and selling of
steel products
Manufacturing and selling of
steel products
Manufacturing and selling of
steel products
Manufacturing and selling of
steel products
Manufacturing and selling of
steel products
Manufacturing and selling of
steel products
Marketing of steel products
and procurement services
Engineering and other services
Manufacturing and selling of
steel products
Financial Services
Other services
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
51.00 %
51.00 %
51.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
F-14
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
2.
BASIS OF PRESENTATION (continued)
Company
Ternium Participaçoes S.A. (12)
Ternium Brasil Ltda. (13)
Ternium International Inc. (14)
Ternium Investments Switzerland AG (15)
Ternium Internacional S.A. (16)
Ternium Staal B.V. (17)
Imsamex Ecuador S.A. (18)
Ternium Solutions A.G. (19)
Ternium Ingeniería y Servicios de México S.A. de C.V.
(20)
Ternium International USA Corporation (21)
Country of
Organization
Brazil
Brazil
Main activity
2020
2019
2018
Percentage of ownership
at December 31,
Holding
100.00 %
100.00 %
100.00 %
Manufacturing and selling of
steel products
100.00 %
100.00 %
100.00 %
Panama
Marketing of steel products
Switzerland
Holding
Uruguay
Netherlands
Marketing of steel products
Holding and marketing of steel
products
Ecuador
Distributing company
Switzerland
Mexico
USA
Other services
Engineering and other
services
Marketing of steel products
—
—
—
—
—
—
—
—
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
100.00 %
—
—
—
—
88.78 %
100.00 %
99.89 %
100.00 %
(1) Indirectly through Ternium Investments S.à.r.l. Total voting rights held: 100.00%.
(2) Indirectly through Ternium Internacional España S.L. Total voting rights held 62.46%. Before that, indirectly through Ternium Internacional España S.L.
total voting rights was 61.50%. in 2019 and 60.94% in 2018.
(3) Indirectly through Ternium Argentina S.A. and Soluciones Integrales de Gestión S.A. Total voting rights held 100.00%.
(4) Indirectly through Ternium Argentina S.A. and Ternium Procurement S.A. Total voting rights held 100.00%.
(5) Indirectly through Ternium Argentina S.A. and Ternium Internacional España S.L. Total voting rights held 100.00%.
(6) Indirectly through Ternium Mexico S.A. de C.V. Total voting rights held: 100.00%.
(7) Indirectly through Ternium Mexico S.A. de C.V. and Tenigal S. de R.L. de C.V. Total voting rights held: 100.00%.
(8) Total voting rights held: 50.00%. The Company recognizes the assets, liabilities, revenue and expenses in relation to its interest in the joint operation.
(9) Indirectly through Ternium Mexico S.A. de C.V. Total voting rights held: 74.50%.
(10) Indirectly through Ternium Internacional España S.L. Total voting rights held: 100.00%.
(11) Indirectly through Ternium Internacional España S.L. Total voting rights held: 51.00%.
(12) Indirectly through Ternium Investments S.à r.l. and Ternium Internacional España S.L. Total voting rights held: 100.00%.
(13) Since the second quarter of 2020, indirectly through Ternium Internacional España S.L. Total voting rights held: 100.00%. Before that, indirectly through
Ternium Investments S.à r.l..
(14) This company was dissolved as of December 7, 2020.
(15) This company was dissolved as of December 4, 2020.
(16) This company was dissolved as of July 14, 2020.
(17) Merged into Ternium Internacional España S.L. as of May 27, 2020, effective as of January 1, 2020.
(18) This company was dissolved as of December 19, 2019.
(19) This company was dissolved as of July 3, 2019.
(20) This company was dissolved as of March 29, 2019.
(21) Merged with Ternium USA Inc. during the first quarter of 2019.
The most important non-controlling interest is related to the investment in Ternium Argentina S.A., which is a company listed
in the Buenos Aires Stock Exchange (see note 30). All the information related to this investment could be found in the Buenos
Aires Stock Exchange webpage.
F-15
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES
The following is a summary of the principal accounting policies followed in the preparation of these Consolidated Financial
Statements:
(a)
(1)
Group accounting
Subsidiary companies and transactions with non-controlling interests
Subsidiaries are all entities over which the Company has control. The Company controls an entity when the Company is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the
Company. They are deconsolidated from the date that control ceases.
The Company uses the acquisition method of accounting to account for business combinations. The consideration transferred
for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred and the equity interests
issued by the Company. The consideration transferred includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Acquisition-related costs are expensed as incurred. Identifiable assets acquired and liabilities and
contingent liabilities assumed in a business combination are measured initially at the fair values at the acquisition date.
Indemnification assets are recognized at the same time that the Company recognizes the indemnified item and measures them
on the same basis as the indemnified item, subject to the need for a valuation allowance for uncollectible amounts. The
Company measures the value of a reacquired right recognized as an intangible asset on the basis of the remaining contractual
term of the related contract regardless of whether market participants would consider potential contractual renewals in
determining its fair value.
On an acquisition-by-acquisition basis, the Company recognizes any non-controlling interest in the acquiree at the non-
controlling interest's proportionate share of the acquiree's net assets.
The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date
fair value of any previous equity interest in the acquiree over the fair value of the Company's share of the identifiable net assets
acquired is recorded as goodwill. If this is less than the fair value of the net assets of the subsidiary acquired in the case of a
bargain purchase, the difference is recognized directly in the income statement.
The measurement period is the earlier of the date that the acquirer receives the information that it is looking for or cannot obtain
the information and one year after the acquisition date. Where the accounting for a business combination is not complete by the
end of the reporting period in which the business combination occurred provisional amounts are reported.
The Company treats transactions with non-controlling interests as transactions with equity owners of the Company. For
purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the
carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are
also recorded in equity.
F-16
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
When the Company ceases to have control or significant influence, any retained interest in the entity is remeasured to its fair
value, with the change in carrying amount recognized in profit or loss. The fair value is the initial carrying amount for the
purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any
amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the group had
directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive
income are reclassified to profit or loss.
Inter-company transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized
losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting
policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.
However, the fact that the functional currency of some subsidiaries is their respective local currency, generates some financial
gains (losses) arising from intercompany transactions, that are included in the consolidated income statement under Other
financial expenses, net.
(2)
Investments in non-consolidated companies
Associated companies are those entities in which Ternium has significant influence, but which it does not control.
Joint arrangements are understood as combinations in which there are contractual agreements by virtue of which two or more
companies hold an interest in companies that undertake operations or hold assets in such a way that any financial or operating
decision is subject to the unanimous consent of the partners. A joint arrangement is classed as a joint operation if the parties
hold rights to its assets and have obligations in respect of its liabilities or as a joint venture if the venturers hold rights only to
the investee's net assets.
Investments in non-consolidated companies (associated companies and joint ventures) are accounted for using the equity
method of accounting. Under this method, interests in joint ventures and associates are initially recognized in the consolidated
statement of financial position at cost and adjusted thereafter to recognize the Company’s share of the post-acquisition profits or
losses in the income statement, and its share of post-acquisition changes in reserves recognized in reserves and in other
comprehensive income in the income statement. Unrealized gains on transactions among the Company and its non-consolidated
companies are eliminated to the extent of the Company’s interest in such non-consolidated companies; unrealized losses are
also eliminated unless the transaction provides evidence of an impairment of the transferred asset. When the Company’s share
of losses in a non-consolidated company equals or exceeds its interest in such non-consolidated company, the Company does
not recognize further losses unless it has incurred obligations or made payments on behalf of such non-consolidated company.
The Company’s investment in associates and joint ventures includes notional goodwill identified on acquisition.
The Company determines at each reporting date whether there is any objective evidence that the investment is impaired. If this
is the case, the group calculates the amount of impairment as the difference between the recoverable amount of the investment
and its carrying value and recognizes the amount within “Equity on earnings (losses) of non-consolidated companies”.
F-17
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(b)
(1)
ACCOUNTING POLICIES (continued)
Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each of the Company's subsidiaries and associated companies are measured using
the currency of the primary economic environment in which the entity operates (the "functional currency"). Except for the non-
consolidated companies whose functional currencies are their local currencies, Ternium determined that the functional currency
of its subsidiaries is the U.S. dollar. Although Ternium is located in Luxembourg, it operates in several countries with different
currencies. The $ is the currency that best reflects the economic substance of the underlying events and circumstances relevant
to Ternium as a whole.
(2)
Subsidiary companies
The results and financial position of all the group entities (except for the ones which operated in a hyperinflationary economy)
that have a functional currency different from the presentation currency, are translated into the presentation currency as follows:
(i) assets and liabilities are translated at the closing rate of each statement of financial position;
(ii) income and expenses for each income statement are translated at average exchange rates (unless this average is not a
reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and
expenses are translated at the rate on the dates of the transactions); and
(iii) all resulting translation differences are recognized within other comprehensive income.
In the case of a sale or other disposition of any such subsidiary, any accumulated translation differences would be recognized in
the income statement as part of the gain or loss on sale.
(3)
Transactions in currencies other than the functional currency
Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates
prevailing at the date of the transactions or valuation where items are re-measured.
At the end of each reporting period: (i) monetary items denominated in currencies other than the functional currency are
translated using the closing rates, (ii) non-monetary items that are measured in terms of historical cost in a currency other than
the functional currency are translated using the exchange rates prevailing at the date of the transactions; and (iii) non-monetary
items that are measured at fair value in a currency other than the functional currency are translated using the exchange rates
prevailing at the date when the fair value was determined.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in currencies other than the functional currency are recorded as
gains and losses from foreign exchange and included in "Other financial income (expenses), net" in the consolidated income
statement, except when deferred in equity as qualifying cash flow hedges and qualifying net investment hedges. Translation
differences on non-monetary financial assets and liabilities such as equities held at fair value through profit or loss are
recognized in profit or loss as part of the "fair value gain or loss," while translation differences on non-monetary financial assets
such as equities classified as fair value through other comprehensive income are included in other gains/(losses).
F-18
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(c)
ACCOUNTING POLICIES (continued)
Financial instruments
Non derivative financial instruments
Non derivative financial instruments comprise investments in equity and debt securities, trade and other receivables, cash and
cash equivalents, loans and borrowings, and trade and other payables.
The Company classifies its financial instruments in the following measurement categories:
–
Amortized cost: instruments that are held for collection or repayment of contractual cash flows where those cash flows
represent solely payments of principal and interest are measured at amortized cost. Interest income and expenses from these
financial instruments are included in finance income or expense using the effective interest rate method. Any gain or loss
arising on derecognition is recognized directly in profit or loss and presented in finance income or expense, together with
foreign exchange gains and losses. Impairment losses are presented as separate line items in the statement of profit or loss.
Fair value through other comprehensive income (“FVOCI”): financial assets that are held for collection of contractual
–
cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest,
are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment
gains or losses, interest revenue and foreign exchange gains and losses which are recognized in profit or loss. When the
financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or
loss and recognized in other gains/(losses). Interest income from these financial assets is included in finance income using the
effective interest rate method. Foreign exchange gains and losses are presented in other gains/(losses) and impairment expenses
are presented as separate line item in the statement of profit or loss.
Fair value through profit or loss (“FVPL”): financial instruments that do not meet the criteria for amortized cost or
–
FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in
profit or loss and presented net within other gains/(losses) in the period in which it arises.
The classification depends on the Company’s business model for managing the financial instruments and the contractual terms
of the cash flows.
For financial instruments measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For
investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable
election at the time of initial recognition to account for the equity investment at FVOCI.
At initial recognition, the Company measures a financial instrument at its fair value plus, in the case of a financial instrument
not at FVPL, transaction costs that are directly attributable to the acquisition of the financial instrument. Transaction costs of
financial instruments carried at FVPL are expensed in profit or loss. Subsequent measurement of debt instruments depends on
the Company’s business model for managing the asset and the cash flow characteristics of the asset.
F-19
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
The classification depended on the nature and purpose of the financial assets and was determined at the time of initial
recognition.
Financial assets and liabilities were recognized and derecognized on the settlement date.
Financial assets were initially measured at fair value, net of transaction costs, except for those financial assets classified as
financial assets at fair value through profit or loss.
Financial liabilities, including borrowings, were initially measured at fair value, net of transaction costs and subsequently
measured at amortized cost using the effective interest method, with interest expense recognized on an effective yield basis.
Impairment of financial assets
The Company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at
amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in
credit risk.
For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime
losses to be recognized from initial recognition of the receivables, see note 3 (i) for further details.
For loans and receivables category and for held-to-maturity investments, the amount of the loss was measured as the difference
between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that
have not been incurred) discounted at the financial asset's original effective interest rate. The carrying amount of the asset was
reduced and the amount of the loss was recognized in the consolidated income statement.
If, in a subsequent period, the amount of the impairment loss decreased and the decrease could be related objectively to an event
occurring after the impairment was recognized, the reversal of the previously recognized impairment loss was recognized in the
consolidated income statement.
Derivative financial instruments
Information about accounting for derivative financial instruments and hedging activities is included in Note 28 "Financial Risk
management" and Note 3 (y).
F-20
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(d)
ACCOUNTING POLICIES (continued)
Property, plant and equipment
(1) Property, plant and equipment
Land and buildings comprise mainly factories and offices. All property, plant and equipment are recognized at historical
acquisition or construction cost less accumulated depreciation and accumulated impairment (if applicable), except for land,
which is carried at acquisition cost less accumulated impairment (if applicable). There are no material residual values for
property, plant and equipment items.
Major overhaul and rebuilding expenditures are recognized as a separate asset when future economic benefits are expected from
the item, and the cost can be measured reliably.
Ordinary maintenance expenses on manufacturing properties are recorded as cost of products sold in the period in which they
are incurred.
Where a tangible fixed asset comprises major components having different useful lives, these components are accounted for as
separate items. Spare parts are included in property, plant and equipment.
Depreciation method is reviewed at each year end. Depreciation is calculated using the straight-line method to amortize the cost
of each asset to its residual value over its estimated useful life as follows:
Land
Buildings and improvements
Production equipment
Vehicles, furniture and fixtures and other equipment
No depreciation
10-50 years
5-40 years
3-20 years
Property, plant and equipment used in mining activities are depreciated over its useful life or over the remaining life of the mine
if shorter and there is no alternative use possible.
The assets' useful lives are reviewed, and adjusted if appropriate, at each year end. The re-estimation of assets useful lives by
the Company did not materially affect depreciation charges in 2020, 2019 and 2018.
Gains and losses on disposals are determined by comparing the proceeds with the corresponding carrying amounts and are
included in the income statement.
If the carrying amount of an asset were greater than its estimated recoverable amount, it would be written down to its
recoverable amount (see Note 3 (f) "Impairment").
Amortization charges are included in cost of sales, selling, general and administrative expenses.
F-21
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
(2) Right-of-use assets
The Company is a party to lease contracts for:
–
–
–
–
Land
Plants and equipment for the production of industrial gases and other production materials.
Transportation and maintenance equipment.
Warehouses and office spaces.
These leases are recognized, measured and presented in accordance to IFRS 16 “Leases”, following the guidelines described
below.
Accounting by the lessee
The Company recognizes a right-of-use asset and a lease liability at the commencement date of each lease contract that grants
the right to control the use of an identified asset during a period of time. The commencement date is the date in which the lessor
makes an underlying asset available for use by the lessee.
The Company applied exemptions for leases with a duration lower than 12 months, with a value lower than thirty thousand
dollars and/or with clauses related to variable payments. These leases have been considered as short-term leases and,
accordingly, no right-of-use asset or lease liability have been recognized.
At initial recognition, the right-of-use asset is measured considering:
The value of the initial measurement of the lease liability;
–
Any lease payments made at or before the commencement date, less any lease incentives; and
–
Any initial direct costs incurred by the lessee.
–
After initial recognition, the right-of-use assets are measured at cost, less any accumulated depreciation and/or impairment
losses, and adjusted for any re-measurement of the lease liability.
Depreciation of the right-of-use asset is calculated using the straight-line method over the estimated duration of the lease
contract, as follows:
Buildings and facilities
Machinery
1-29 years
1-12 years
If the lease transfers ownership of the underlying asset to the Company by the end of the lease term, or if the cost of the right-
of-use asset reflects that the Company will exercise a purchase option, the Company depreciates the right-of-use asset from the
commencement date to the end of the useful life of the underlying asset. Otherwise, the Company depreciates the right-of-use
asset from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease
term.
Accounting by the lessor
Leases where a significant portion of the risks and rewards of ownership are retained by the lessor are classified as
When the Company is acting as a lessor, each of its leases is classified as either operating or finance lease:
–
operating leases.
–
finance leases.
Leases where all substantial risks and rewards of ownership are transferred by the lessor to the lessee are classified as
F-22
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(e)
(1)
ACCOUNTING POLICIES (continued)
Intangible assets
Information system projects
Generally, costs associated with developing or maintaining computer software programs are recognized as an expense as
incurred. However, costs directly related to the acquisition and implementation of information systems are recognized as
intangible assets if they have a probable economic benefit exceeding the cost beyond one year and comply with the recognition
criteria of IAS 38.
Information system projects recognized as assets are amortized using the straight-line method over their useful lives, not
exceeding a period of 3 years. Amortization charges are included in cost of sales, selling, general and administrative expenses.
(2)
Mining assets
Mining assets include:
(a) Mining licenses acquired;
(b)
(c)
Capitalized exploration and evaluation costs, reclassified from exploration and evaluation costs (see note 3 (e) 3); and
Capitalized developmental stripping costs (see note 3 (u)).
Mining licenses were recognized as separate intangible assets upon the acquisition of the investment in Mexico and comprise
the right to exploit the mines and are recognized at its fair value at acquisition date less accumulated amortization.
These mining concessions were granted for a 50-year period; following the expiration of the initial concession term, the
concessions are renewable for an additional 50-year term in accordance with, and subject to the procedures set forth in,
applicable Mexican mining law.
Amortization charge is calculated by using the unit-of-production method, on the basis of actual mineral extracted in each
period compared to the estimated mineral reserves, and is included in cost of sales. Any change in the estimation of reserves is
accounted for prospectively. The resulting amortization rate for the years ended December 31, 2020, 2019 and 2018, is
approximately 4%, 5% and 8% per year, respectively.
F-23
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(3)
ACCOUNTING POLICIES (continued)
Exploration and evaluation costs
Exploration and evaluation activities involve the search for iron ore resources, the determination of technical feasibility and the
assessment of commercial viability of an identified resource.
Exploration and evaluation costs are measured at cost. Costs directly associated with exploration and evaluation activities are
capitalized as intangible assets until the determination of reserves is evaluated. The costs associated to the acquisition of
machinery and equipment are recognized as property, plant and equipment. If it is determined that commercial discovery has
been achieved, costs incurred are reclassified into Mining assets and amortization starts once production begins.
Exploration costs are tested for impairment annually or whenever there are indicators that impairment exists. Indicators of
impairment include, but are not limited to:
–
–
–
–
Rights to explore in an area have expired or will expire in the near future without renewal;
No further exploration and evaluation is planned or budgeted;
A decision to discontinue exploration and evaluation in an area because of the absence of commercial reserves; and
Sufficient data exists to indicate that the book value will not be fully recovered from future development and production.
When analyzing the existence of impairment indicators, the exploration and evaluation areas from the mining cash-generating
units will be evaluated.
(4)
Goodwill
Goodwill represents the excess of the acquisition cost over the fair value of Ternium's participation in acquired companies' net
assets at the acquisition date. Under IFRS 3, goodwill is considered to have an indefinite life and not amortized, but is subject to
annual impairment testing.
Goodwill is allocated to Cash-generating units ("CGU") for the purpose of impairment testing. The allocation is made to those
cash-generating units expected to benefit from the business combination which generated the goodwill being tested. The
impairment losses on goodwill cannot be reversed.
As of December 31, 2020 and 2019, the carrying amount of goodwill allocated to the Mexico CGUs was $662.3 million, of
which $619.8 million corresponds to steel operations and $42.5 million to mining operations.
(5)
Research and development
Research expenditures are recognized as expenses as incurred. Development costs are recorded as cost of sales in the income
statement as incurred because they do not fulfill the criteria for capitalization. Research and development expenditures for the
years ended December 31, 2020, 2019 and 2018 totaled $8.3 million, $10.0 million and $8.9 million, respectively.
F-24
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(6)
ACCOUNTING POLICIES (continued)
Customer relationships acquired in a business combination
In accordance with IFRS 3 and IAS 38, Ternium has recognized the value of customer relationships separately from goodwill in
connection with the acquisitions of Grupo Imsa and Ternium Colombia S.A.S. These customer relationships were amortized
using the straight-line method over a useful life of approximately 10 years. As of December 31, 2018, these assets were fully
amortized.
In accordance with IFRS 3 and IAS 38, Ternium has recognized the value of customer relationships in connection with the
acquisition of Ternium Staal B.V. as of September 7, 2017. The value of the slab commitment agreement by which Ternium
Investments S.à r.l. is entitled to invoice, under certain conditions, the price difference between slabs and hot rolled coils will be
amortized using the units of slabs sold method.
(7)
Trademarks acquired in a business combination
In accordance with IFRS 3 and IAS 38, Ternium has recognized the value of trademarks separately from goodwill in connection
with the acquisitions of Grupo Imsa and Ternium Colombia S.A.S. As of December 31, 2018, these assets were fully amortized.
Trademarks are amortized using the straight-line method over a useful life of between 5 to 10 years.
(f)
Impairment
Assets that have an indefinite useful life (including goodwill) are not subject to amortization and are tested annually for
impairment or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Assets
that are subject to amortization and investments in affiliates are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by
which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value
less cost to sell and the value in use.
To carry out these tests, assets are grouped at the lowest levels for which there are separately identifiable cash flows (each, a
CGU). When evaluating long-lived assets for potential impairment, the Company estimates the recoverable amount based on
the value in use of the corresponding CGU. The value in use of each CGU is determined on the basis of the present value of net
future cash flows which will be generated by the assets tested.
Determining the present value of future cash flows involves highly sensitive estimates and assumptions specific to the nature of
each CGU's activities, including estimates and assumptions relating to amount and timing of projected future cash flows,
expected changes in market prices, expected changes in the demand of Ternium products and services, selected discount rate
and selected tax rate.
Ternium uses, for the steel segment impairment tests, cash flow projections for the next five years based on past performance
and expectations of market development; thereafter, it uses a perpetuity rate. For the mining segment impairment tests, Ternium
uses cash flow projections for the whole lives of the mines based on past performance and expectations of market development.
Application of the discounted cash flow (DCF) method to determine the value in use of a CGU begins with a forecast of all
expected future net cash flows. Variables considered in forecasts include the gross domestic product (GDP) growth rates of the
country under study and their correlation with steel demand, level of steel prices and estimated raw material costs as observed
in industry reports.
F-25
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
Cash flows are discounted at rates that reflect specific country and currency risks associated with the cash flow projections. The
discount rates used are based on the weighted average cost of capital (WACC), which is considered to be a good indicator of
cost of capital. As of December 31, 2020 the discount rate used to test goodwill allocated to the Steel and Mining Mexico
CGUs for impairment was 8.87% (as of December 31, 2019, 9.80%).
As a result of the above factors, actual cash flows and values could vary significantly from the forecasted future cash flows and
related values derived using discounting techniques. Based on the information currently available, however, Ternium believes
that it is not reasonably possible that the variation would cause the carrying amount to exceed the recoverable amount of the
CGUs.
Considering the economic situation in Argentina, the increase in the inflation rates, the devaluation of the Argentine peso and a
weaker industrial environment as of June 30, 2020, the Company decided to assess the recoverability of its investments in
Argentina, resulting in no impairment charges to be recognized. As of June 30, 2020, the discount rate used to test the
investment in Argentine subsidiaries for impairment was 14.3% ( 14.3%. as of December 31, 2019). Also, considering the
economic situation in Brazil as of June 30, 2020, the Company decided to assess the recoverability of its investments in Brazil,
resulting in no impairment charges to be recognized. As of June 30, 2020, the discount rate used to test the investment in the
Brazilian subsidiary for impairment was 10.3%. As of December 31, 2020, no new impairment triggers were detected in these
CGUs and, consequently, no impairment tests were prepared.
During the years 2020, 2019 and 2018, no impairment provisions were recorded in connection with assets that have an
indefinite useful life (including goodwill).
(g)
Other investments
Other investments consist primarily of investments in financial debt instruments and equity investments where the Company
holds a minor equity interest and does not exert significant influence.
All purchases and sales of investments are recognized on the settlement date, which is not significantly different from the trade
date, which is the date that Ternium commits to purchase or sell the investment.
Income from financial instruments at fair value through profit or loss is recognized in Other financial income (expenses), net in
the consolidated income statement. The fair value of quoted investments is based on current bid prices. If the market for a
financial investment is not active or the securities are not listed, the Company estimates the fair value by using standard
valuation techniques. Dividends from investments in equity instruments are recognized in the income statement when the
Company's right to receive payments is established.
Certain fixed income financial instruments purchased by the Company have been categorized as at fair value through other
comprehensive income. The results of these financial investments are recognized in Finance Income in the Consolidated
Income Statement using the effective interest method. Unrealized gains and losses other than impairment and foreign exchange
results are recognized in Other comprehensive income. On maturity or disposal, net gain and losses previously deferred in
Other comprehensive income are recognized in Finance Income in the Consolidated Income Statement.
F-26
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(h)
ACCOUNTING POLICIES (continued)
Inventories
Inventories are stated at the lower of cost (calculated using the first-in-first-out "FIFO" method) or net realizable value. The
cost of finished goods and goods in process comprises raw materials, direct labor, depreciation, other direct costs and related
production overhead costs. It excludes borrowing costs. Goods acquired in transit at year end are valued at supplier's invoice
cost.
The cost of iron ore produced in our mines comprises all direct costs necessary to extract and convert stockpiled inventories
into raw materials, including production stripping costs, depreciation of fixed assets related to the mining activity and
amortization of mining assets for those mines under production.
The Company assesses the recoverability of its inventories considering their selling prices, if the inventories are damaged, or if
they have become wholly or partially obsolete (see note 3 (bb) (4)).
(i)
Trade receivables and other receivables
Trade and other receivables are recognized initially at fair value, generally the original invoice amount. The Company applies
the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade
receivables. To measure the expected credit losses, trade receivables are grouped based on shared credit risk characteristics and
the days past due. The Company keeps an allowance for trade receivables, recorded in an asset account to offset the trade
receivables in an amount estimated sufficient to cover the losses resulting from the impossibility for the debtors to cancel the
amounts owed. This allowance for trade receivables is recorded with a charge to selling expenses.
(j)
Cash and cash equivalents
Cash and cash equivalents and highly liquid short-term securities are carried at fair market value or at a historical cost which
approximates fair market value.
For purposes of the cash flow statement, cash and cash equivalents comprise cash, bank current accounts and short-term highly
liquid investments (original maturity of three months or less at date of acquisition) and overdrafts.
In the consolidated statement of financial position, bank overdrafts are included in borrowings within current liabilities.
(k)
Non-current assets (disposal groups) classified as held for sale
Non-current assets (disposal groups) are classified as assets held for sale, complying with the recognition criteria of IFRS 5, and
stated at the lower of carrying amount and fair value less cost to sell if their carrying amount is recovered principally through a
sale transaction rather than through continuing use.
The carrying value of non-current assets classified as held for sale, at December 31, 2020 and 2019 totals $5.0 million and $2.1
million, respectively, which corresponds principally to land and other real estate items. Sale is expected to be completed within
a one-year period.
F-27
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(l)
ACCOUNTING POLICIES (continued)
Borrowings
Borrowings are recognized initially for an amount equal to the net proceeds received. In subsequent periods, borrowings are
stated at amortized cost following the effective interest method.
(m)
Lease liabilities
The lease liability is initially measured at the present value of the lease payments that are not paid at such date, including the
following concepts:
–
Fixed payments, less any lease incentives receivable;
–
commencement date;
Variable lease payments that depend on an index or rate, initially measured using the index or rate as of the
–
–
–
the lease.
Amounts expected to be payable by the lessee under residual value guarantees;
The exercise price of a purchase option if the lessee is reasonably certain to exercise that option; and
Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate
Variable lease liabilities with payments dependent on external factors, such as minimum volumes sold or used, are not included
in the initial measurement of the lease liabilities and such payments are recognized directly in profit and loss.
Lease payments are discounted using incremental borrowing rates for the location and currency of each lease contract or, if
available, the rate implicit in the lease contract.
The finance cost is charged to profit or loss over the lease period to produce a constant periodic rate of interest on the remaining
balance of the liability for each period.
The lease term determined by the Company comprises:
–
–
–
Non-cancelable period of lease contracts;
Periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and
Periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.
After the commencement date, the Company measures the lease liability by:
–
–
–
Increasing the carrying amount to reflect interest on the lease liability;
Reducing the carrying amount to reflect lease payments made; and
Re-measuring the carrying amount to reflect any reassessment or lease modifications.
(n)
Income taxes - current and deferred
The current income tax charge is calculated on the basis of the tax laws in force in the countries in which Ternium and its
subsidiaries operate. Management evaluates positions taken in tax returns with respect to situations in which applicable tax
regulation could be subject to interpretation. A liability is recorded for tax benefits that were taken in the applicable tax return
but have not been recognized for financial reporting.
F-28
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
Deferred income taxes are calculated using the liability method on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements. Deferred income tax is not accounted for if it arises from
initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction
affects neither accounting, nor taxable profit or loss. The principal temporary differences arise on fixed assets, intangible assets,
inventories valuation and provisions for pensions. Deferred tax assets and liabilities are measured at the tax rates that are
expected to apply in the period when the asset is realized or the liability is settled, based on tax rates and tax laws that have
been enacted or substantially enacted at year end. Under IFRS, deferred income tax assets (liabilities) are classified as non-
current assets (liabilities).
Deferred tax assets are recognized to the extent it is probable that future taxable income will be available to offset temporary
differences.
Deferred income tax is provided on temporary differences arising on investments in subsidiaries and associated companies,
except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets and liabilities are re-estimated if tax rates change. These amounts are charged or credited to the consolidated
income statement or to the item “Other comprehensive income for the year” in the consolidated statement of comprehensive
income, depending on the account to which the original amount was charged or credited.
(o)
(1)
Employee liabilities
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. The present value of the
defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality
corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity
approximating to the terms of the related pension obligation. In countries where there is no deep market in such bonds, the
market rates on government bonds are used.
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 defined benefit liability/asset is calculated based on the surplus or deficit derived by the
difference between the defined benefit obligations less plan assets.
F-29
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
For defined contribution plans, the Company pays contributions to publicly or privately administered pension insurance plans
on a mandatory, contractual or voluntary basis. The Company has no further payment obligations once the contributions have
been paid. The contributions are recognized as employee benefit expense when they are due. Prepaid contributions are
recognized as an asset to the extent that a cash refund or a reduction in the future payments is available.
Mexico
Ternium Mexico has defined benefit and defined contribution plans.
The valuation of the liabilities for the defined benefit employee retirement plans (pensions and seniority premiums) covers all
employees and is based primarily on their years of service, their present age and their remuneration at the date of retirement.
The cost of the employee retirement plans (pension, health-care expenses and seniority premiums) is recognized as an expense
in the year in which services are rendered in accordance with actuarial studies made by independent actuaries. The formal
retirement plans are congruent with and complementary to the retirement benefits established by the Mexican Institute of Social
Security. Additionally, the Company has established a plan to cover health-care expenses of retired employees. The Company
has established a commitment for the payment of pensions and seniority premiums, as well as for health-care expenses.
The defined contribution plans provide a benefit equivalent to the capital accumulated with the company's contributions, which
are provided as a match of employees' contributions to the plan. The plan provides vested rights according to the years of
service and the cause of retirement.
Argentina
Ternium Argentina implemented an unfunded defined benefit employee retirement plan for certain senior officers. The plan is
designed to provide certain benefits to those officers (additional to those contemplated under applicable Argentine labor laws)
in case of termination of the employment relationship due to certain specified events, including retirement. This unfunded plan
provides defined benefits based on years of service and final average salary.
(2)
Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee
accepts voluntary redundancy in exchange for these benefits. The Company recognizes termination benefits when it is
demonstrably committed to either: (i) terminating the employment of current employees according to a detailed formal plan
without possibility of withdrawal or (ii) providing termination benefits as a result of an offer made to encourage voluntary
redundancy.
(3)
Other compensation obligations
Employee entitlements to annual leave and long-service leave are accrued as earned.
F-30
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
During 2007, Ternium launched an incentive retention program (the "Program") applicable to certain senior officers and
employees of the Company, who will be granted a number of Units throughout the duration of the Program. The value of each
of these Units is based on Ternium's shareholders' equity (excluding non-controlling interest). Also, the beneficiaries of the
Program are entitled to receive cash amounts based on (i) the amount of dividend payments made by Ternium to its
shareholders, and (ii) the number of Units held by each beneficiary to the Program. Units vest ratably over a period of four
years and will be redeemed by the Company ten years after grant date, with the option of an early redemption at seven years
after grant date. From 2018 units were vest ratably over the same period and will be mandatorily redeemed by the Company
seven years after grant date. As the cash payment of the benefit is tied to the book value of the shares, and not to their market
value, Ternium valued this long-term incentive program as a long term benefit plan as classified in IAS 19.
As of December 31, 2020 and 2019, the outstanding liability corresponding to the Program amounts to $43.4 million and $36.2
million, respectively. The total value of the units granted to date under the program, considering the number of units and the
book value per share as of December 31, 2020 and 2019, is $43.3 million and $36.0 million, respectively.
Under Mexican law, Ternium's subsidiaries are required to pay their employees an annual benefit which is determined as a
percentage of taxable profit for the year.
(4)
Social security contributions
Social security laws in force in the countries in which the Company operates provide for pension benefits to be paid to retired
employees from government pension plans and/or private fund managed plans to which employees may elect to contribute. As
stipulated by the respective laws, Ternium Argentina and Ternium Mexico make monthly contributions calculated based on
each employee's salary to fund such plans. The related amounts are expensed as incurred. No additional liabilities exist once the
contributions are paid.
(p)
Provisions
Ternium has certain contingencies with respect to existing or potential claims, lawsuits and other proceedings. Unless otherwise
specified, Ternium accrues a provision for a present legal or constructive obligation as a result of a past event, when it is
probable that future cost could be incurred and that cost can be reasonably estimated. Generally, accruals are based on
developments to date, Ternium's estimates of the outcomes of these matters and the advice of Ternium's legal advisors.
(q)
Trade payables
Trade payables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest
method.
F-31
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(r)
ACCOUNTING POLICIES (continued)
Revenue recognition and other income
Revenue is recognized at a point of time from sales to direct customers upon the satisfaction of performance obligations, which
occurs when control of the goods transfers to the customer and the customer obtains the benefits from the goods, the potential
cash flows and the transaction price can be measured reliably, and it is probable that the Company will collect the consideration
in connection with the exchange of the goods. The control over the goods is obtained by the customer depending on when the
goods are made available to the shipper or the customer takes possession of the goods, depending on the delivery terms. The
Company considers that it has completed its performance obligations when the goods are delivered to its customers or to a
shipper who will transport the goods to its customers. The revenue recognized by the Company is measured at the transaction
price of the consideration received or receivable to which the Company is entitled to, reduced by estimated returns and other
customer credits, such as discounts and volume rebates, based on the expected value to be realized and after eliminating sales
within the group.
Interest income is recognized on an effective yield basis.
(s)
Borrowing Costs
General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale.
Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is
deducted from the borrowing costs eligible for capitalization.
Other borrowing costs are expensed in the period in which they are incurred.
The amount of borrowing costs that Ternium capitalized during a period will not exceed the amount of borrowing costs
incurred during that period. At December 31, 2020, 2019 and 2018, the capitalized borrowing costs were of $13.1 million,
$16.1 million and $7.4 million, respectively.
(t)
Cost of sales, selling, general and administrative expenses
Cost of sales and expenses are recognized in the income statement on the accrual basis of accounting.
Commissions, freight and other selling expenses, including shipping and handling costs, are recorded in Selling, general and
administrative expenses in the Consolidated Income Statement.
(u)
Stripping costs
Stripping costs are the costs associated with the removal of overburden and other waste materials and can be incurred before the
mining production commences (“development stripping”) or during the production stage (“production stripping”).
F-32
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
Development stripping costs that contribute to the future economic benefits of mining operations are capitalized as intangible
assets (Mining assets). Production stripping costs which are part of on-going activities are included in the cost of the inventory
produced (that is extracted) at each mine during the period in which they are incurred.
Capitalization of development stripping costs finishes when the commercial production of the mine commences. At that time,
all development stripping costs are presented within Mining assets and depreciated on a unit-of-production basis. It is
considered that commercial production begins when the production stage of mining operations begins and continues throughout
the life of a mine.
(v)
Mining development costs
Mining development costs are the costs associated to the activities related to the establishment of access to the mineral reserve
and other preparations for commercial production. These activities often continue during production.
Development expenditures are capitalized and classified as Work in progress. On completion of development, all assets
included in Work in progress are individually reclassified to the appropriate category of property, plant and equipment and
depreciated accordingly.
(w)
Asset retirement obligations
Ternium records asset retirement obligations (“ARO”) initially at the fair value of the legal or constructive obligation in the
period in which it is incurred and capitalizes the ARO by increasing the carrying amount of property, plant and equipment. The
fair value of the obligation is determined as the discounted value of the expected future cash flows and is included in
Provisions. The liability is accreted to its present value through net financing cost and the capitalized cost is depreciated based
in the unit of production method.
(x)
Earnings per share
Earnings per share are calculated by dividing the net income attributable to shareholders by the daily weighted average number
of ordinary shares issued during the year, excluding the average number of shares of the parent Company held by the Group.
There are no dilutive securities for the periods presented.
(y)
Derivative financial instruments and hedging activities
Ternium designates certain derivatives as hedges of a particular risk associated with a recognized asset or liability or a highly
probable forecast transaction. These transactions are classified as cash flow hedges (mainly interest rate swaps, collars, currency
forward contracts on highly probable forecast transactions and commodities contracts). The effective portion of the fair value of
derivatives that are designated and qualify as cash flow hedges is recognized in OCI. Amounts accumulated in OCI are
recognized in the income statement in the same period as any offsetting losses and gains on the hedged item. The gain or loss
relating to the ineffective portion is recognized immediately in the income statement. The fair value of Ternium derivative
financial instruments (asset or liability) continues to be reflected in the statement of financial position.
F-33
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
For transactions designated and qualifying for hedge accounting, Ternium documents the relationship between hedging
instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge
transactions. At December 31, 2020 and 2019, the effective portion of designated cash flow hedges (net of taxes) amounted to
$(0.2) million and $(0.1) million, respectively, and were included under "changes in the fair value of derivatives classified as
cash flow hedges" line item in the statement of comprehensive income (see Note 26 (a)).
More information about accounting for derivative financial instruments and hedging activities is included in Note 28 "Financial
risk management".
(z)
Treasury shares
Acquisitions of treasury shares are recorded at acquisition cost, deducted from equity until disposal. The gains and losses on
disposal of treasury shares are recognized under "Reserves" in the consolidated statement of financial position.
(aa)
Cash flow
The consolidated statements of cash flows have been prepared using the indirect method and contain the use of the following
expressions and their respective meanings:
a)
b)
c)
Operating activities: activities that constitute ordinary Group revenues, as well as other activities that cannot be
qualified as investing or financing.
Investing activities: acquisition, sale or disposal by other means of assets in the long-term and other investments not
included in cash and cash equivalents.
Financing activities: activities that generate changes in the size and composition of net equity and liabilities that do not
form part of operating activities.
(bb)
Critical Accounting Estimates
The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Estimates and
judgments are continually evaluated and are based on historical experience and other factors, including expectations of future
events that are believed to be reasonable under the circumstances. Management makes estimates and assumptions concerning
the future. Actual results may differ significantly from these estimates under different assumptions or conditions.
The principal estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are addressed below.
(1) Goodwill impairment test
Assessment of the recoverability of the carrying value of goodwill requires significant judgment. Management evaluates
goodwill allocated to the operating units for impairment on an annual basis or whenever there is an impairment indicator.
F-34
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
Goodwill is tested at the level of the CGUs. Impairment testing of the CGUs is carried out and the value in use determined in
accordance with the accounting policy stated in Note 3(f). The discount rates used for these tests are based on Ternium's
weighted average cost of capital adjusted for specific country and currency risks associated with the cash flow projections. The
discount rate used at December 31, 2020 was 8.87% and no impairment charge resulted from the impairment test performed.
See notes 3(f) and 3(e)(4).
(2)
Income taxes
Management calculates current and deferred income taxes according to the tax laws applicable to each subsidiary in the
countries in which such subsidiaries operate. However, due to uncertain tax positions, certain adjustments necessary to
determine the income tax provision are finalized only after the balance sheet is issued. In cases in which the final tax outcome is
different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions
in the period in which such determination is made.
Also, when assessing the recoverability of tax assets, management considers the scheduled reversal of deferred tax liabilities,
projected future taxable income and tax planning strategies.
(3)
Loss contingencies
Ternium is subject to various claims, lawsuits and other legal proceedings that arise in the ordinary course of business,
including customer claims in which a third party is seeking reimbursement or indemnity. The Company's liability with respect
to such claims, uncertain tax positions, lawsuits and other legal proceedings cannot be estimated with certainty. Periodically,
management reviews the status of each significant matter and assesses potential financial exposure. If the potential loss from the
claim or proceeding is considered probable and the amount can be reasonably estimated, a liability is recorded. Management
estimates the amount of such liability based on the information available and the assumptions and methods it has concluded are
appropriate, in accordance with the provisions of IFRS. Accruals for such contingencies reflect a reasonable estimate of the
losses to be incurred based on information available, including the relevant litigation or settlement strategy, as of the date of
preparation of these financial statements. As additional information becomes available, management will reassess its evaluation
of the pending claims, lawsuits and other proceedings and revise its estimates. The loss contingencies provision amounts to
$80.6 million and $613.4 million as of December 31, 2020 and 2019, respectively,.
(4)
Allowance for obsolescence of supplies and spare parts and slow-moving inventory
Management assesses the recoverability of its inventories considering their selling prices or whether they are damaged or have
become wholly or partly obsolete.
Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling
expenses.
The Company establishes an allowance for obsolete or slow-moving inventory in connection with finished goods and goods in
process. The allowance for slow-moving inventory is recognized for finished goods and goods in process based on
management's analysis of their aging. In connection with supplies and spare parts, the calculation is based on management's
analysis of their aging, the capacity of such materials to be used based on their levels of preservation and maintenance, and their
potential obsolescence due to technological change.
F-35
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
As of December 31, 2020 and 2019, the Company recorded no allowance for net realizable value and $58.6 million and $62.2
million, respectively, as allowance for obsolescence.
(5)
Useful lives and Impairment of Property, Plant and Equipment and Other Long-lived Assets
In determining useful lives, management considered, among others, the following factors: age, operating condition and level of
usage and maintenance. Management conducted visual inspections for the purpose of (i) determining whether the current
conditions of such assets are consistent with normal conditions of assets of similar age; (ii) confirming that the operating
conditions and levels of usage of such assets are adequate and consistent with their design; (iii) establishing obsolescence levels
and (iv) estimating life expectancy, all of which were used in determining useful lives. Management believes, however, that it is
possible that the periods of economic utilization of property, plant and equipment may be different than the useful lives so
determined. Furthermore, management believes that this accounting policy involves a critical accounting estimate because it is
subject to change from period to period as a result of variations in economic conditions and business performance.
When assessing whether an impairment indicator may exist, the Company evaluates both internal and external sources of
information, such as the following:
–
–
–
–
–
–
whether significant changes with an adverse effect on the entity have taken place during the period, or will take place in
the near future, in the technological, market, economic or legal environment in which the entity operates or in the market
to which an asset is dedicated;
whether market interest rates or other market rates of return on investments have increased during the period, and those
increases are likely to affect the discount rate used in calculating an asset's value in use and decrease the asset's
recoverable amount materially;
whether the carrying amount of the net assets of the entity is more than its market capitalization;
whether evidence is available of obsolescence or physical damage of an asset.
whether significant changes with an adverse effect on the entity have taken place during the period, or are expected to
take place in the near future, in the extent to which, or manner in which, an asset is used or is expected to be used. These
changes include the asset becoming idle, plans to discontinue or restructure the operation to which an asset belongs,
plans to dispose of an asset before the previously expected date, and reassessing the useful life of an asset as finite rather
than indefinite; and
whether evidence is available from internal reporting that indicates that the economic performance of an asset is, or will
be, worse than expected.
Considering the economic situation in Argentina as of December 31, 2019, and as of June 30, 2020, the Company tested the
recoverability of its investment in Ternium Argentina as of such dates, resulting in no impairment charges to be recognized. As
of December 31, 2020, no new impairment triggers were detected and, consequently, no impairment test was prepared.
The Company also tested the recoverability of its investments in the rest of the subsidiaries as of June 30, 2020, due to the
pandemic, resulting in no impairment charges to be recognized. Considering that no impairment indicators were identified in
the rest of subsidiaries as of December 31, 2020, the Company additionally tested the value of the goodwill for impairment,
resulting in no impairment charges to be recognized.
F-36
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
(6)
ACCOUNTING POLICIES (continued)
Mining reserve estimates
Reserves are estimates of the amount of product that can be economically and legally extracted from the Company’s mining
concessions. In order to estimate reserves, a range of geological, technical and economic factors is required to be considered.
Estimating the quantity and/or grade of reserves requires complex and difficult geological judgments to interpret the data.
Because the economic assumptions used to estimate reserves change from period to period, and because additional geological
data is generated during the course of operations, estimates of reserves may change from period to period.
Changes in reported reserves may affect the Company’s financial results and financial position, including the following:
–
–
–
–
Asset carrying amounts may be affected due to changes in estimated future cash flows.
Depreciation and amortization charges may change where such charges are determined by the units of production basis,
or where the useful economic lives of assets change.
Stripping costs recognized in Mining assets or charged to results may change due to changes in stripping ratios or the
units of production basis of depreciation.
Asset retirement obligations may change where changes in estimated reserves affect expectations about the timing or
cost of these activities.
(7)
Post-employment obligation estimates
The Company estimates at each year-end the provision necessary to meet its post-employment obligations in accordance with
the advice from independent actuaries. The calculation of post-employment and other employee obligations requires the
application of various assumptions. The main assumptions for post-employment and other employee obligations include
discount rates, compensation growth rates, pension growth rates and life expectancy. Changes in the assumptions could give
rise to adjustments in the results and liabilities recorded and might have an impact on the post-employment and other employee
obligations recognized in the future.
(8)
Valuation of lease liabilities and right-of-use assets
The application of IFRS 16 requires the Company to make judgments that affect the recognition and valuation of the lease
liabilities and the right-of-use assets, including the determination of the contracts within the scope of the Standard, the contract
term and the interest rate used for the discount of future cash flows.
The lease term determined by the Company generally comprises non-cancellable period of leases contracts, periods covered by
an option to extend the lease if the Company is reasonably certain to exercise that option and periods covered by an option to
terminate the lease if the Company is reasonably certain not to exercise that option. The same term is applied as economic
useful life of right-of-use assets.
F-37
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
The present value of the lease payments is determined using the discount rate representing a risk-free interest rate, adjusted by a
spread related to the credit quality of the Company in each location and currency rate in connection with each lease contract.
(9) Change in the functional currency of Argentine subsidiaries
The determination of the functional currency requires management to make significant judgments. Ternium Argentina 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 was prospective from January 1, 2020, and did not affect the balances at December 31, 2019, nor results or cash
flows for the year then ended.
It was based on the following considerations:
–
In the last two years, the exchange rate of the Argentine peso has been severely affected by devaluations against the
US dollar and Argentina continues to be a highly inflationary economy. These events had very limited impact on sale's price in
US dollar;
–
–
imports in Argentina, have led to a greater correlation of local prices to global prices.
–
production are negotiated and priced in US dollar.
In this context, there is also a greater proportion of total production cost in US dollar;
Furthermore, new global trade restrictions, affecting the international trade of steel along with limited restrictions of
Factors to determine the functional currency were always mixed. However, currently most of revenue and costs of
The change in functional currency of Ternium Argentina significantly reduced the volatility of the Company’s earnings that was
due to foreign exchange movements and the application of IAS 29 - Financial Reporting in Hyperinflationary Economies.
(cc)
Application of IAS 29 in financial reporting of Argentine subsidiaries and associates
For the years ended December 31, 2019 and 2018, the Company applied IAS 29 “Financial Reporting in Hyperinflationary
Economies”, which requires that the financial statements of entities whose functional currency is that of a hyperinflationary
economy to be adjusted for the effects of changes in a suitable general price index and to be expressed in terms of the current
unit of measurement at the closing date of the reporting period. Accordingly, the inflation produced from the date of acquisition
or from the revaluation date, as applicable, must be computed in the non-monetary items.
In order to conclude on whether an economy is categorized as hyperinflationary under the terms of IAS 29, the Standard details
a series of factors to be considered, including the existence of a cumulative inflation rate in three years that approximates or
exceeds 100%.
Considering that the significant increase in inflation during 2018, which exceeded the 100% three-year cumulative inflation
rate, and that the rest of the indicators did not contradict the conclusion that Argentina should be considered a hyperinflationary
economy for accounting purposes, the Company considered that there was sufficient evidence to conclude that Argentina was a
hyperinflationary economy under the terms of IAS 29 as from July 1, 2018, and, accordingly, applied IAS 29 as from that date
in the financial reporting of its subsidiaries and associates with the Argentine peso as functional currency.
F-38
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
3.
ACCOUNTING POLICIES (continued)
According to this principle, the financial statements of an entity that reports in the currency of a hyperinflationary economy
should be stated in terms of the measuring unit current on the date of the financial statements. All statement of financial
position amounts that are not stated in terms of the measuring unit current on the date of the financial statements must be
restated by applying a general price index. All income statement components must be stated in terms of the measuring unit
current on the date of the financial statements, applying the change in the general price index that occurred since the date when
revenues and expenses were originally recognized in the financial statements.
The inflation adjustment on the initial balances was calculated by means of conversion factor derived from the Argentine price
indexes published by the National Institute of Statistics (“INDEC”). The price index for the year periods ended December 31,
2019 and 2018, were 1.54 and 1.48, respectively.
Non-monetary assets and liabilities which are not carried at amounts current at the balance sheet date, and components
Monetary assets and liabilities which are carried at amounts current at the balance sheet date are not restated because
The main procedures for the above-mentioned adjustment are as follows:
–
they are already expressed in terms of the monetary unit current at the balance sheet date.
–
of shareholders' equity are adjusted by applying the relevant conversion factors.
–
–
income (expenses), net, under the caption “Inflation adjustment results”.
–
The ongoing application of the re-translation of comparative amounts to closing exchanges rates under IAS 21 and the
hyperinflation adjustments required by IAS 29 will lead to a difference in addition to the difference arising on the adoption of
hyperinflation accounting.
All items in the income statement are restated by applying the relevant conversion factors.
The effect of inflation on the Company’s net monetary position is included in the income statement, in Other financial
The comparative figures in these consolidated financial statements presented in a stable currency are not adjusted for
subsequent changes in the price level or exchange rates. This resulted in an initial difference, arising on the adoption of
hyperinflation accounting, between the closing equity of the previous year and the opening equity of the current year. The
Company recognized this initial difference directly in equity.
F-39
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
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.
It also includes the sales of energy.
The Steel segment comprises four operating segments: Mexico, Southern Region, Brazil and Other markets. These four
segments have been aggregated considering the economic characteristics and financial effects of each business activity in which
the entity engages; the related economic environment in which it operates; the type or class of customer for the products; the
nature of the products; and the production processes. The Mexico operating segment comprises the Company’s businesses in
Mexico. The Southern region operating segment manages the businesses in Argentina, Paraguay, Chile, Bolivia and Uruguay.
The Brazil operating segment includes the business generated in Brazil. The Other markets operating segment includes
businesses mainly in United States, Colombia, China and Guatemala.
The Mining segment includes the sales of mining products, mainly iron ore and pellets, and comprises the mining activities of
Las Encinas, an iron ore mining company in which Ternium holds a 100% equity interest and the 50% of the operations and
results performed by Peña Colorada, another iron ore mining company in which Ternium maintains that same percentage over
its equity interest. Both mining operations are located in Mexico. For Peña Colorada, the Company recognizes its assets,
liabilities, revenue and expenses in relation to its interest in the joint operation.
Ternium’s Chief Operating Decision Maker (CEO) holds monthly meetings with senior management, in which operating and
financial performance information is reviewed, including financial information that differs from IFRS principally as follows:
–
of production overheads and depreciation.
The use of direct cost methodology to calculate the inventories, while under IFRS is at full cost, including absorption
–
historical cost (with the FIFO method).
The use of costs based on previously internally defined cost estimates, while, under IFRS, costs are calculated at
–
Other timing and non-significant differences.
Most information on segment assets is not disclosed as it is not reviewed by the CEO.
F-40
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
4.
SEGMENT INFORMATION (continued)
IFRS
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Other operating income, net
Operating income - IFRS
Management view
Net sales
Operating income
Reconciliation items:
Differences in Cost of sales
Operating income - IFRS
Financial income (expense), net
Equity in earnings (losses) of non-consolidated companies
Income before income tax expense - IFRS
Depreciation and amortization - IFRS
IFRS
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Other operating expenses, net
Operating income - IFRS
Management view
Net sales
Operating income
Reconciliation items:
Differences in Cost of sales
Effect of inflation adjustment (Note 3 (cc))
Operating income - IFRS
Financial income (expense), net
Equity in earnings (losses) of non-consolidated companies
Income before income tax expense - IFRS
Depreciation and amortization - IFRS
Year ended December 31, 2020
Steel
Mining
Inter-
segment
eliminations
Total
8,679,513
(7,172,635)
390,541
(268,905)
(334,619)
341,617
8,735,435
(7,099,923)
1,506,878
121,636
6,998
1,635,512
(740,056)
208,965
(22,826)
(2,122)
—
—
(762,882)
206,843
975,787
96,688
6,998
1,079,473
8,679,513
1,046,623
384,255
101,937
(328,333)
689
8,735,435
1,149,249
(69,776)
1,079,473
22,331
57,555
1,159,359
(580,807)
(50,244)
—
(631,051)
Year ended December 31, 2019
Steel
Mining
Inter-
segment
eliminations
Total
10,186,171
(8,552,493)
364,058
(259,535)
(357,411) 10,192,818
(8,452,440)
359,588
1,633,679
104,523
2,177
1,740,378
(885,146)
21,931
(12,330)
(268)
—
—
(897,475)
21,663
770,466
91,924
2,177
864,566
10,230,650
841,169
417,619
146,636
(410,972) 10,237,297
989,982
2,177
99,315
(224,731)
864,566
(98,969)
60,967
826,564
(612,744)
(48,368)
—
(661,112)
F-41
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
4.
SEGMENT INFORMATION (continued)
IFRS
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Other operating expenses, net
Operating income - IFRS
Management view
Net sales
Operating income
Reconciliation items:
Differences in Cost of sales
Effect of inflation adjustment (Note 3 (cc))
Operating income - IFRS
Financial income (expense), net
Equity in earnings (losses) of non-consolidated companies
Income before income tax expense - IFRS
Depreciation and amortization - IFRS
GEOGRAPHICAL INFORMATION
Year ended December 31, 2018
Steel
Mining
Inter-
segment
eliminations
Total
11,453,420
(8,524,890)
282,000
(239,893)
(280,613) 11,454,807
(8,483,328)
281,455
2,928,530
42,107
(860,881)
12,950
(15,883)
706
2,080,599
26,930
842
—
—
842
2,971,479
(876,764)
13,656
2,108,371
11,723,883
1,768,115
333,892
91,418
(332,505) 11,725,270
1,853,319
(6,213)
541,492
(286,440)
2,108,371
(179,576)
102,772
2,031,567
(537,885)
(51,415)
—
(589,299)
The Company has revenues attributable to the Company’s country of incorporation (Luxembourg), related to a contract
acquired as a part of the acquisition of the participation in Ternium Brasil Ltda.
For purposes of reporting geographical information, net sales are allocated based on the customer’s location. Allocation of
depreciation and amortization is based on the geographical location of the underlying assets.
Net sales
Non-current assets (1)
Net sales
Non-current assets (1)
Net sales
Non-current assets (1)
Mexico
Year ended December 31, 2020
Southern
region
Brazil and
Other markets
Total
4,660,278
1,762,785
2,312,372
8,735,435
4,726,342
919,490
1,767,432
7,413,264
Mexico
Year ended December 31, 2019
Southern
region
Brazil and
Other markets
Total
5,477,690
1,704,132
3,010,996
10,192,818
4,584,802
1,008,860
1,889,757
7,483,419
Year ended December 31, 2018
Southern
region
Brazil and
Other markets
Total
Mexico
6,345,137
1,941,168
3,168,502
11,454,807
4,093,288
1,071,705
1,665,140
6,830,133
(1) Includes Property, plant and equipment and Intangible assets.
F-42
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
4.
SEGMENT INFORMATION (continued)
REVENUES BY PRODUCT
Year ended December 31,
2019
2018
2020
Semi-finished (1)
Slabs
Hot rolled (2)
Cold rolled
Coated (3)
Roll-formed and tubular (4)
Other products (5)
TOTAL SALES
3,632
1,047,311
2,880,055
1,101,963
3,015,132
413,337
274,005
51,496
1,753,090
3,275,941
1,165,406
3,263,463
380,688
302,734
103,099
1,818,235
3,961,144
1,264,940
3,506,040
437,514
363,835
8,735,435
10,192,818
11,454,807
(1)
(2)
(3)
(4)
(5)
5.
Semi-finished includes billets and round bars.
Hot rolled includes hot rolled flat products, merchant bars, reinforcing bars, stirrups and rods.
Coated includes tin plate and galvanized products.
Roll-formed and tubular includes tubes, beams, insulated panels, roofing and cladding, roof tiles, steel decks and pre-engineered metal building systems.
Other products include mainly sales of energy and pig iron.
COST OF SALES
Year ended December 31,
2019
2018
2020
Inventories at the beginning of the year
Effect of initial inflation adjustment (Note 3 (cc))
Translation differences
2,158,298
—
—
2,689,829
—
(21,919)
2,550,930
191,708
(413,436)
Plus: Charges for the year
Raw materials and consumables used and
other movements
Services and fees
Labor cost
Depreciation of property, plant and equipment
Amortization of intangible assets
Maintenance expenses
Office expenses
Insurance
Change of obsolescence allowance
Recovery from sales of scrap and by-products
Others
Less: Inventories at the end of the year
Cost of Sales
5,359,938
112,924
546,045
527,283
14,624
371,368
6,131
10,641
(1,279)
(20,892)
16,623
6,165,654
151,373
611,615
508,934
17,805
467,090
8,513
9,674
8,413
(23,793)
17,550
6,961,704
158,551
699,447
456,522
25,374
519,625
8,586
8,769
17,322
(27,744)
15,799
(2,001,781) (2,158,298) (2,689,829)
7,099,923
8,452,440
8,483,328
F-43
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
6.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Year ended December 31,
2019
2018
2020
Services and fees (1)
Labor cost
Depreciation of property, plant and equipment
Amortization of intangible assets
Maintenance and expenses
Taxes
Office expenses
Freight and transportation
Increase (decrease) of allowance for doubtful accounts
Others
53,220
192,854
15,920
73,224
4,275
97,075
27,314
283,808
336
14,856
79,283
215,418
16,034
118,339
4,894
104,014
35,956
307,958
(293)
15,872
76,066
241,552
13,561
93,842
5,096
95,072
35,663
300,676
1,629
13,607
Selling, general and administrative expenses
762,882
897,475
876,764
(1) For the year ended December 31, 2020, it includes fees accrued for professional services rendered by PwC to Ternium S.A. and its subsidiaries that
amounted to $3,289, including $3,132 for audit services, $41 for audit-related services, $95 for tax services and $21 for all other services.
For the year ended December 31, 2019, it includes fees accrued for professional services rendered by PwC to Ternium S.A. and its subsidiaries that amounted
to $3,804, including $3,485 for audit services, $54 for audit-related services, $190 for tax services and $75 for all other services.
For the year ended December 31, 2018, it includes fees accrued for professional services rendered by PwC to Ternium S.A. and its subsidiaries that amounted
to $4,704, including $3,937 for audit services, $61 for audit-related services, $281 for tax services and $425 for all other services.
7.
LABOR COSTS (Included Cost of sales and Selling, General and Administrative expenses)
Year ended December 31,
2019
2018
2020
Wages, salaries and social security costs
Termination benefits
Post-employment benefits (Note 20 (i))
Labor costs
677,541
25,265
36,093
738,899
759,678
28,269
39,086
827,033
884,536
26,601
29,862
940,999
As of December 31, 2020, 2019 and 2018, the quantity of employees was 20,173, 19,863 and 20,660, respectively.
F-44
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
8.
OTHER OPERATING INCOME (EXPENSES), NET
Year ended December 31,
2019
2018
2020
Results of sundry assets
Provision for legal claims and other matters (Note 18 and 24 (ii))
Recovery of provision related to the ICMS action of unconstitutionality (Note
24 (i) (g)) (1)
Other operating income
Other operating income
Reversal of the asset in connection with the ICMS provision (Note 24 (i) (g))
(1)
Provision for legal claims and other matters (Note 18 and 24 (ii))
Other operating expense
1,363
—
380,075
20,093
401,531
(194,065)
(623)
(194,688)
258
1,997
—
19,408
21,663
—
—
—
1,895
7,625
—
4,136
13,656
—
—
—
Other operating income (expenses), net
206,843
21,663
13,656
(1) It includes the gain generated by the recovery of the provision for contingencies related to the ICMS action of unconstitutionality
($380,075), partially compensated by the reversal of the related credit ($194,065). For more information about this case, see note 24 (i) (g)).
9.
OTHER FINANCIAL INCOME (EXPENSES), NET
Year ended December 31,
2019
2018
2020
Interest expense
Finance expense
Interest income
Finance income
Net foreign exchange gain (loss)
Inflation adjustment results
Change in fair value of financial assets
Derivative contract results
Others
(46,644)
(88,284)
(131,172)
(46,644)
(88,284)
(131,172)
49,421
29,071
21,236
49,421
29,071
21,236
3,379
(136,897)
(177,645)
—
117,956
191,427
6,104
11,933
—
—
(10,831)
(99,259)
(1,862)
(9,984)
15,837
Other financial income (expenses), net
19,554
(39,756)
(69,640)
F-45
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
10.
INCOME TAX EXPENSE
Income tax expense for each of the years presented is as follows:
Year ended December 31,
2019
2018
2020
Current tax
Current tax
Effect of changes in tax law (1)
Deferred tax (Note 19)
Deferred tax
Effect of changes in tax law (1)
Recovery of income tax (2)
Income tax expense
(338,408)
—
(256,460)
4,178
(588,773)
(28,596)
39,895
—
7,025
38,785
16,979
—
232,485
—
15,449
(291,488)
(196,519)
(369,435)
(1) For 2019, it includes mainly the application of the new tax law in Argentina that enables the tax inflation adjustment. The reduction of the tax rate in
Argentina enacted in 2017 was modified in 2019, setting the corporate income tax rate to 30% for the year 2020 and to 25% from the year 2021 going forward.
For 2018, it includes mainly the option exercised by the Company of the asset revaluation for tax purpose in Argentina, for which an amount of $28.6 million
was included.
(2) It includes the recovery of tax credits in Ternium Brasil Ltda.
Income tax expense for the years ended December 31, 2020, 2019 and 2018 differed from the amount computed by applying
the statutory income tax rate in force in each country in which the company operates to pre-tax income as a result of the
following:
Year ended December 31,
2019
2018
2020
Income before income tax
1,159,359
826,564
2,031,567
Income tax expense at statutory tax rate
Non taxable income
Non deductible expenses
Effect of currency translation on tax base (1)
Increase of unrecognized tax losses carried-forward
Recovery of income tax
Effect of changes in tax law
Income tax expense
(350,896)
118,540
—
(66,157)
—
7,025
—
(247,592)
71,101
(476)
33,133
(73,842)
—
21,157
(604,493)
102,870
(16,201)
161,536
—
15,449
(28,596)
(291,488)
(196,519)
(369,435)
(1) Ternium applies the liability method to recognize deferred income tax on temporary differences between the tax bases of assets and their carrying amounts
in the financial statements. By application of this method, Ternium recognizes gains and losses on deferred income tax due to the effect of the change in the
value on the tax basis in subsidiaries, which have a functional currency different to their local currency, mainly Mexico and Argentina.
Tax rates used to perform the reconciliation between tax expense (income) and accounting profit are those in effect at each
relevant date or period in each applicable jurisdiction.
F-46
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
11.
PROPERTY, PLANT AND EQUIPMENT, NET
(1) Property, plant and equipment, net
Values at the beginning of the year
Cost
Accumulated depreciation
Net book value at January 1, 2020
Opening net book value
Translation differences
Additions
Capitalized borrowing costs
Disposals / Consumptions
Indexation
Transfers
Depreciation charge
Closing net book value
Values at the end of the year
Cost
Accumulated depreciation
Net book value at December 31, 2020
Values at the beginning of the year
Cost
Accumulated depreciation
Net book value at January 1, 2019
Opening net book value
Effect of initial recognition under IFRS 16
Translation differences
Additions
Capitalized borrowing costs
Disposals / Consumptions
Transfers
Depreciation charge
Year ended December 31, 2020
Buildings
and
improvements
Production
equipment
Vehicles,
furniture
and
fixtures
Work in
progress
Spare
parts
Right-
of-use
assets
Total
3,412,904
(1,618,882)
6,931,970
(4,377,389)
268,398
(218,033)
1,119,348
—
140,028
(19,656)
355,928
(49,470)
12,823,011
(6,283,430)
1,794,022
2,554,581
50,365
1,119,348
120,372
306,458
6,539,581
1,794,022
(297)
18,552
—
(183)
—
137,379
(136,217)
2,554,581
(68)
1,487
—
(124)
—
247,824
(339,050)
50,365
(37)
2,345
—
(1,106)
—
23,352
(16,761)
1,119,348
(6)
482,606
13,100
(3,775)
—
(407,911)
—
120,372
—
20,362
—
(13,782)
—
(3,200)
(7,628)
306,458
—
6,101
—
(3,254)
(9,388)
—
(43,547)
6,539,581
(542)
531,453
13,100
(22,224)
(9,388)
(4,096)
(543,203)
Land
594,435
—
594,435
594,435
(134)
—
—
—
—
(1,540)
—
592,761
1,813,256
2,464,650
58,158
1,203,362
116,124
256,370
6,504,681
592,761
—
592,761
Land
587,174
—
587,174
587,174
—
(596)
7,531
—
—
326
—
3,567,732
(1,754,476)
7,179,626
(4,714,976)
289,877
(231,719)
1,203,362
—
143,309
(27,185)
349,003
(92,633)
13,325,670
(6,820,989)
1,813,256
2,464,650
58,158
1,203,362
116,124
256,370
6,504,681
Year ended December 31, 2019
Buildings
and
improvements
Production
equipment
Vehicles,
furniture
and
fixtures
Work in
progress
Spare
parts
Right-of-
use
assets
Total
3,303,174
(1,520,976)
6,748,644
(4,126,060)
264,782
(217,394)
617,950
—
124,220
(13,275)
55,288
(5,918)
11,701,232
(5,883,623)
1,782,198
2,622,584
1,782,198
2,622,584
—
(16,174)
9,367
—
(750)
154,544
(135,163)
—
(9,959)
2,063
—
(117)
264,122
(324,112)
47,388
47,388
—
(316)
4,821
—
(1,204)
14,843
(15,167)
617,950
110,945
49,370
5,817,609
617,950
110,945
49,370
5,817,609
—
(1,716)
923,599
16,085
(2,988)
(433,582)
—
—
(1,089)
38,476
—
(21,489)
(50)
(6,421)
280,493
(1,263)
40,864
—
(18,901)
—
(44,105)
280,493
(31,113)
1,026,721
16,085
(45,449)
203
(524,968)
Closing net book value
594,435
1,794,022
2,554,581
50,365
1,119,348
120,372
306,458
6,539,581
Values at the end of the year
Cost
Accumulated depreciation
Net book value at December 31, 2019
594,435
—
594,435
3,412,904
(1,618,882)
6,931,970
(4,377,389)
268,398
(218,033)
1,119,348
—
140,028
(19,656)
355,928
(49,470)
12,823,011
(6,283,430)
1,794,022
2,554,581
50,365
1,119,348
120,372
306,458
6,539,581
F-47
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
11.
PROPERTY, PLANT AND EQUIPMENT, NET (continued)
(2) Right-of-use assets
Values at the beginning of the year
Cost
Accumulated depreciation
Net book value at January 1, 2020
Opening net book value
Net additions
Disposal/Derecognition
Indexation
Depreciation charge
Closing net book value
Values at the end of the year
Cost
Accumulated depreciation
Net book value at December 31, 2020
Right-of-use assets
Buildings
and
improvements
Production
equipment
Vehicles,
furniture and
fixtures
Total
245,752
(28,895)
216,857
216,857
2,416
(1,666)
(7,024)
(29,424)
110,176
(20,575)
89,601
89,601
3,685
(1,588)
(2,364)
(14,123)
181,159
75,211
239,211
(58,052)
181,159
109,792
(34,581)
75,211
—
—
—
—
—
—
—
—
—
—
—
—
355,928
(49,470)
306,458
306,458
6,101
(3,254)
(9,388)
(43,547)
256,370
349,003
(92,633)
256,370
Right-of-use assets
Buildings
and
improvements
Production
equipment
Vehicles,
furniture and
fixtures
Total
Values at the beginning of the year
Cost
Accumulated depreciation
Net book value at January 1, 2019
Opening net book value
Effect of initial recognition under IFRS 16
Translation differences
Net additions
Disposal/Derecognition
Depreciation charge
—
—
—
—
226,936
(115)
18,931
—
(28,895)
55,288
(5,918)
49,370
49,370
52,469
(1,148)
21,933
(18,094)
(14,929)
Closing net book value
216,857
89,601
Values at the end of the year
Cost
Accumulated depreciation
245,752
(28,895)
110,176
(20,575)
Net book value at December 31, 2019
216,857
89,601
—
—
—
—
1,088
—
—
(807)
(281)
—
—
—
—
55,288
(5,918)
49,370
49,370
280,493
(1,263)
40,864
(18,901)
(44,105)
306,458
355,928
(49,470)
306,458
The cost related to variable-lease payments that do not depend on an index or rate amounted to $10.6 million for the year ended
December 31, 2020 ($17.4 million for the year ended December 31, 2019). The expenses related to leases for which the
Company applied the practical expedient described in paragraph 5 (a) of IFRS 16 (leases with contract term of less than 12
months) amounted to $0.8 million for the year ended December 31, 2020 ($ 3.4 million for the year ended December 31, 2019).
F-48
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
12.
INTANGIBLE ASSETS, NET
Values at the beginning of the year
Cost
Accumulated depreciation
Information
system
projects
Mining
assets
342,857
(268,476)
256,736
(152,219)
Net book value at January 1, 2020
74,381
104,517
Opening net book value
Additions
Transfers
Depreciation charge
74,381
25,698
1,021
(25,259)
104,517
2,034
17,141
(11,078)
Year ended December 31, 2020
Exploration
and
evaluation
costs
Customer
relationships
and other
contractual
rights
Trademarks Goodwill
Total
19,522
—
19,522
19,522
23,845
(17,146)
—
604,929
(521,818)
73,935
(73,935)
662,307
—
1,960,286
(1,016,448)
83,111
83,111
—
—
(51,511)
—
662,307
943,838
—
—
—
—
662,307
—
—
—
943,838
51,577
1,016
(87,848)
Closing net book value
75,841
112,614
26,221
31,600
—
662,307
908,583
Values at the end of the year
Cost
Accumulated depreciation
Net book value at December 31,
2020
369,468
(293,627)
275,912
(163,298)
26,221
—
604,929
(573,329)
73,935
(73,935)
662,307
—
2,012,772
(1,104,189)
75,841
112,614
26,221
31,600
—
662,307
908,583
Values at the beginning of the year
Cost
Accumulated depreciation
Information
system
projects
Mining
assets
320,600
(248,839)
216,203
(139,915)
Net book value at January 1, 2019
71,761
76,288
Opening net book value
Translation differences
Additions
Transfers
Depreciation charge
Closing net book value
Values at the end of the year
Cost
Accumulated depreciation
Net book value at December 31,
2019
Year ended December 31, 2019
Exploration
and
evaluation
costs
Customer
relationships
and other
contractual
rights
Trademarks Goodwill
Total
23,209
—
23,209
23,209
—
24,265
(27,952)
—
19,522
604,931
(425,972)
178,959
178,959
—
—
—
(95,848)
83,111
73,935
(73,935)
662,307
—
1,901,185
(888,661)
—
662,307
1,012,524
—
—
—
—
—
—
662,307
—
—
—
—
1,012,524
(463)
68,657
(736)
(136,144)
662,307
943,838
71,761
(463)
31,812
(738)
(27,991)
76,288
—
12,580
27,954
(12,305)
74,381
104,517
342,857
(268,476)
256,736
(152,219)
19,522
—
604,929
(521,818)
73,935
(73,935)
662,307
—
1,960,286
(1,016,448)
74,381
104,517
19,522
83,111
—
662,307
943,838
The Company has not registered any impairment charges in connection with Goodwill (see notes 3 (f) and (bb) (1)
and (5)).
F-49
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
13.
INVESTMENTS IN NON-CONSOLIDATED COMPANIES
At the beginning of the year
Equity in earnings of non-consolidated companies
Other comprehensive income
Dividends from non-consolidated companies
At the end of the year
As of December 31,
2019
2020
513,648
57,555
(93,598)
(6,299)
471,306
495,241
60,967
(39,449)
(3,111)
513,648
The principal investments in non-consolidated companies, all of which are unlisted, except for Usiminas, are:
Company
Country of
incorporation
Main activity
Voting rights at
Value at
December
31, 2020
December
31, 2019
December
31, 2020
December
31, 2019
Usinas Siderurgicas de Minas
Gerais S.A. - USIMINAS
Brazil
Techgen S.A. de C.V.
Mexico
Other non-consolidated
companies (1)
Manufacturing
and selling of
steel products
Provision of
electric power
34.39 %
34.39 %
422,948
486,643
48.00 %
48.00 %
42,625
21,573
5,733
5,432
471,306
513,648
(1)
It includes the investment held in Finma S.A.I.F., Techinst S.A., Recrotek S.R.L. de C.V. and Gas Industrial de Monterrey S.A. de C.V.
(a) Usinas Siderurgicas de Minas Gerais S.A. – USIMINAS
As of December 31, 2020, Ternium, through its subsidiaries, owns a total of 242.6 million ordinary shares and 8.5 million
preferred shares, representing 20.4% of the issued and outstanding share capital of Usinas Siderurgicas de Minas Gerais S.A. –
USIMINAS (“Usiminas”), the largest flat steel producer in Brazil for the energy, automotive and other industries.
Ternium, through its subsidiaries, together with Tenaris S.A.’s Brazilian subsidiary Confab Industrial S.A. (“TenarisConfab”),
are part of Usiminas’ control group, comprising the so-called T/T Group. As at December 31, 2020, the Usiminas control group
holds, in the aggregate, 483.6 million ordinary shares bound to the Usiminas shareholders’ agreement, representing
approximately 68.6% of Usiminas’ voting capital. The Usiminas control group, which is bound by a long-term shareholders’
agreement that governs the rights and obligations of Usiminas’ control group members, is currently composed of three sub-
groups: the T/T Group; the NSC Group, comprising Nippon Steel Corporation (“NSC”), Metal One Corporation and Mitsubishi
Corporation; and Usiminas’ pension fund Previdência Usiminas. The T/T Group holds approximately 47.1% of the total shares
held by the control group (39.5% corresponding to the Ternium entities and the other 7.6% corresponding to TenarisConfab);
the NSC Group holds approximately 45.9% of the total shares held by the control group; and Previdência Usiminas holds the
remaining 7%.
F-50
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
13.
INVESTMENTS IN NON-CONSOLIDATED COMPANIES (continued)
The corporate governance rules reflected in the Usiminas shareholders agreement provide, among other things, that Usiminas’
executive board will be composed of six members, including the chief executive officer and five vice-presidents, with Ternium
and NSC nominating three members each. The right to nominate Usiminas’ chief executive officer alternates between Ternium
and NSC at every 4-year interval, with the party that does not nominate the chief executive officer having the right to nominate
the chairman of Usiminas’ board of directors for the same 4-year period. The Usiminas shareholders agreement also provides
for an exit mechanism consisting of a buy-and-sell procedure—exercisable at any time after November 16, 2022 and applicable
with respect to shares held by NSC and the T/T Group—, which would allow either Ternium or NSC to purchase all or a
majority of the Usiminas shares held by the other shareholder.
As of December 31, 2020, the closing price of the Usiminas ordinary and preferred shares, as quoted on the BM&F Bovespa
Stock Exchange, was BRL 15.69 (approximately $3.02; December 31, 2019: BRL9.87 - $2.45) per ordinary share and
BRL14.61 (approximately $2.81; December 31, 2019: BRL9.51 - $2.36) per preferred share, respectively. Accordingly, as of
December 31, 2020, Ternium’s ownership stake had a market value of approximately $756.3 million ($614.1 million as of
December 31, 2019) and a carrying value of $422.9 million ($486.6 million as of December 31, 2019).
The Company reviews periodically the recoverability of its investment in Usiminas. To determine the recoverable value, the
Company estimates the value in use of the investment by calculating the present value of the expected cash flows or its fair
value less costs of disposal.
As of December 31, 2020 and 2019, the value of the investment in Usiminas is comprised as follows:
Value of investment
At the beginning of the year
Share of results (1)
Other comprehensive income
Dividends
At the end of the year
USIMINAS
As of December
31, 2020
As of December
31, 2019
486,643
35,580
(93,237)
(6,038)
422,948
480,084
48,502
(38,896)
(3,047)
486,643
(1) It includes the adjustment of the values associated to the purchase price allocation.
The investment in Usiminas is based in the following calculation:
Usiminas' shareholders' equity
Percentage of interest of the Company over shareholders' equity
Interest of the Company over shareholders' equity
Purchase price allocation
Goodwill
Impairment
Total Investment in Usiminas
2,860,944
20.41 %
583,799
46,664
200,018
(407,533)
422,948
On February 12, 2021, Usiminas issued its annual accounts as of and for the year ended December 31, 2020.
F-51
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
13.
INVESTMENTS IN NON-CONSOLIDATED COMPANIES (continued)
Summarized balance sheet (in million $)
As of December 31,
2020
As of December 31,
2019
Assets
Non-current
Current
Other current investments
Cash and cash equivalents
Total Assets
Liabilities
Non-current
Non-current borrowings
Current
Current borrowings
Total Liabilities
Non-controlling interest
Shareholders' equity
Summarized income statement (in million $)
Net sales
Cost of sales
Gross Profit
Selling, general and administrative expenses
Other operating income (loss), net
Operating income
Financial expenses, net
Equity in earnings of associated companies
Profit (Loss) before income tax
Income tax benefit
Net profit (loss) before non-controlling interest
Non-controlling interest in other subsidiaries
Net profit (loss) for the year
3,487
1,339
276
661
5,763
540
1,122
836
26
2,524
378
2,861
4,336
1,721
166
311
6,534
718
1,237
687
30
2,672
378
3,484
Year ended
December 31, 2020
Year ended
December 31, 2019
3,133
(2,509)
624
(161)
61
524
(234)
30
320
(97)
223
(117)
106
3,790
(3,312)
478
(181)
(100)
197
(132)
46
111
(16)
95
(41)
54
Techgen S.A. de C.V.
(b)
Techgen is a Mexican natural gas-fired combined cycle electric power plant in the Pesquería area of the State of Nuevo León,
Mexico. The company started producing energy on December 1st, 2016 and is fully operational. As of February 2017, Ternium,
Tenaris, and Tecpetrol International S.A. (a wholly-owned subsidiary of San Faustin S.A., the controlling shareholder of both
Ternium and Tenaris) completed their investments in Techgen. Techgen is currently owned 48% by Ternium, 30% by Tecpetrol
and 22% by Tenaris. Ternium and Tenaris also agreed to enter into power supply and transportation agreements with Techgen,
pursuant to which Ternium and Tenaris will contract 78% and 22%, respectively, of Techgen’s power capacity of 900
megawatts.
Techgen stated in its annual accounts as of and for the year ended December 31, 2020, that revenues amounted to $314 million
($344 million as of December 31, 2019), net profit from continuing operations to $44 million ($24 million as of December 31,
2019), non-current assets to $833 million ($875 million as of December 31, 2019), current assets to $59 million ($48 million as
of December 31, 2019), non-current liabilities to $709 million ($791 million as of December 31, 2019), current liabilities to
$95 million ($87 million as of December 31, 2019) and shareholders’ equity to $89 million ($45 million as of December 31,
2019).
During 2017 and 2016, Techgen’s shareholders made additional investments in Techgen, in the form of subordinated loans,
which in the case of Ternium amounted to $127.4 million as of December 31, 2020, and which are due in June 2026. For
commitments from Ternium in connection with Techgen, see note 24.
F-52
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
14.
RECEIVABLES, NET – NON CURRENT AND CURRENT
Receivables with related parties (Notes 25 and 13 (b))
Employee advances and loans
Advances to suppliers for the purchase of property, plant and equipment
Advances to suppliers for the purchase of property, plant and equipment with related parties (Note
25)
Other receivables
Other tax credits
Others
Receivables, net – Non-current
Value added tax
Income tax credits
Other tax credits
Employee advances and loans
Advances to suppliers
Advances to suppliers with related parties (Note 25)
Expenses paid in advance
Government tax refunds on exports
Receivables with related parties (Note 25)
Others
Receivables, net – Current
As of December 31,
2020
2019
126,908 126,948
1,572
50,079
2,326
14,078
2,452
—
97,202
340
7,827
254,446
150,721
972
243,306
592,565
As of December 31,
2020
2019
188,027
8,205
29,834
4,355
12,009
11,927
8,160
6,499
7,446
12,147
162,121
60,402
38,913
3,667
10,134
16,126
9,781
14,805
3,696
15,068
288,609
334,713
F-53
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
15.
TRADE RECEIVABLES, NET – NON CURRENT AND CURRENT
Trade receivables
Trade receivables, net – Non-current
Current accounts
Trade receivables with related parties (Note 25)
Allowance for doubtful accounts (Note 18)
Trade receivables, net - Current
Guaranteed
Not guaranteed
Trade receivables
Allowance for doubtful accounts (Note 18)
Trade receivables, net
Guaranteed
Not guaranteed
Trade receivables
Allowance for doubtful accounts (Note 18)
Trade receivables, net
16.
INVENTORIES, NET
Raw materials, materials and spare parts
Goods in process
Finished goods
Goods in transit
Obsolescence allowance (Note 18)
Inventories, net
As of December 31,
2019
2020
—
—
897
897
832,544
96,394
(10,500)
920,937
41,696
(12,961)
918,438
949,672
Trade receivables, net as of December 31, 2020
Total
Fully
performing
Past due
387,718
541,220
928,938
(10,500)
918,438
373,384
518,914
892,298
—
892,298
14,334
22,306
36,640
(10,500)
26,140
Trade receivables, net as of December 31, 2019
Total
Fully
performing
Past due
469,087
494,443
963,530
(12,961)
950,569
424,052
453,184
877,236
—
877,236
45,035
41,259
86,294
(12,961)
73,333
As of December 31,
2019
2020
606,429
838,403
313,257
302,302
(58,610)
731,901
975,553
396,401
116,610
(62,167)
2,001,781
2,158,298
F-54
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
17.
CASH, CASH EQUIVALENTS AND OTHER INVESTMENTS – NON CURRENT AND CURRENT
As of December 31,
2019
2020
2,629
252
2,881
3,001
252
3,253
As of December 31,
2019
2020
813,527
813,527
129,500
54
259,020
149,308
537,882
212,271
212,271
115,575
69
199,877
204,444
519,965
Liabilities
Legal claims
and other
matters
Liabilities
Asset
retirement
obligation
613,352
(151,466)
3,760
(384,933)
(143)
80,570
643,950
(25,701)
2,689
(4,417)
(3,169)
613,352
26,556
(1,049)
16,166
—
—
41,673
24,554
1,077
925
—
—
26,556
Investments in debt instruments and other
Other investments
Other investments, net – Non-current
(i) Other investments
Other deposits with maturity of more than three months
Other investments - Current
(ii) Cash and cash equivalents
Cash and banks
Restricted cash
Short-term bank deposits
Other deposits with maturity of less than three months
Cash and cash equivalents
18.
ALLOWANCES AND PROVISIONS – NON CURRENT AND CURRENT
Provisions and allowances - Non current
Year ended December 31, 2020
Values at the beginning of the year
Translation differences
Additions
Reversals
Uses
At December 31, 2020
Year ended December 31, 2019
Values at the beginning of the year
Translation differences
Additions
Reversals
Uses
At December 31, 2019
F-55
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
18.
ALLOWANCES AND PROVISIONS – NON CURRENT AND CURRENT (continued)
Provisions and allowances - Current
Deducted from assets
Liabilities
Allowance for
doubtful
accounts
Obsolescence
allowance
Asset retirement
obligation
Year ended December 31, 2020
Values at the beginning of the year
Translation differences
Additions
Reversals
Uses
At December 31, 2020
Year ended December 31, 2019
Values at the beginning of the year
Translation differences
Additions
Reversals
Uses
At December 31, 2019
19.
DEFERRED INCOME TAX
12,961
(1,789)
1,437
(1,101)
(1,008)
10,500
14,346
(285)
787
(1,080)
(807)
12,961
62,167
—
11,009
(12,288)
(2,278)
58,610
55,454
(458)
18,036
(9,623)
(1,242)
62,167
8,502
(1,241)
3,633
—
(6,379)
4,515
9,851
348
5,201
—
(6,898)
8,502
Deferred income taxes are calculated in full on temporary differences under the liability method using the tax rate of the
applicable country.
Changes in deferred income tax are as follows:
At the beginning of the year
Translation differences
Effect of changes in tax law (note 10)
Credits directly to other comprehensive income
Deferred tax credit (note 10)
At the end of the year
As of December 31,
2019
2020
(239,740)
(340,207)
(36)
—
12,100
39,894
25,166
16,979
19,537
38,785
(187,782)
(239,740)
F-56
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
19.
DEFERRED INCOME TAX (continued)
The changes in deferred tax assets and liabilities (prior to offsetting the balances within the same tax jurisdiction) during the
year are as follows:
Deferred tax liabilities
PP&E
Inventories
Intangible
assets
Other
Total at
December 31,
2020
At the beginning of the year
(437,376)
(63,460)
(17,109)
(1,189)
(519,134)
Translation differences
Income statement credit (charge)
46
11,190
—
33,273
—
(3,601)
—
(832)
46
40,030
At the end of the year
(426,140)
(30,187)
(20,710)
(2,021)
(479,058)
Deferred tax assets
Provisions
Trade
receivables
Tax losses
(1)
Other
Total at
December 31,
2020
At the beginning of the year
Translation differences
Credits directly to other comprehensive income
Income statement credit (charge)
At the end of the year
45,654
10,200
42,766
180,774
279,394
—
—
6,688
52,342
—
—
—
—
(1,014)
(11,682)
(82)
12,100
5,873
(82)
12,100
(136)
9,186
31,084
198,665
291,276
(1) As of December 31, 2020, the recognized deferred tax assets on tax losses amount to $31,084 and there are net unrecognized deferred tax assets of $0.2
billion and unrecognized tax losses amounting to $1.0 billion. These two last effects are connected to the acquisition of Ternium Brasil Ltda.
Deferred tax liabilities
PP&E
Inventories
Intangible
assets
Other
Total at
December 31,
2019
At the beginning of the year
(522,455)
(41,316)
(15,926)
(1,088)
(580,785)
Translation differences
Income statement credit (charge)
27,077
58,002
2,604
(24,748)
316
(1,499)
—
(101)
29,997
31,654
At the end of the year
(437,376)
(63,460)
(17,109)
(1,189)
(519,134)
Deferred tax assets
Provisions
Trade
receivables
Tax losses
(2)
Other
Total at
December 31,
2019
At the beginning of the year
Translation differences
Credits directly to other comprehensive income
Effect of changes in tax law
Income statement credit (charge)
At the end of the year
72,947
11,265
33,382
122,984
240,578
(572)
—
—
(539)
—
—
—
—
—
(26,721)
(526)
9,384
(3,720)
19,537
16,979
24,994
(4,831)
19,537
16,979
7,131
45,654
10,200
42,766
180,774
279,394
(2) As of December 31, 2019, the recognized deferred tax assets on tax losses amount to $42,766 and there are net unrecognized deferred tax assets of $0.4
billion and unrecognized tax losses amounting to $1.4 billion. These two last effects are connected to the acquisition of Ternium Brasil Ltda.
Deferred tax assets and liabilities are offset when the entity a) has a legally enforceable right to set off the recognized amounts;
and b) intends to settle the tax on a net basis or to realize the asset and settle the liability simultaneously.
F-57
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
19.
DEFERRED INCOME TAX (continued)
The amounts shown in the statement of financial position (prior to offsetting the balances within the same tax jurisdiction)
include the following:
Deferred tax assets to be recovered after more than 12 months
Deferred tax assets to be recovered within 12 months
Deferred tax liabilities to be settled after more than 12 months
Deferred tax liabilities to be settled within 12 months
20.
OTHER LIABILITIES – NON CURRENT AND CURRENT
(i) Other liabilities - Non current
Post-employment benefits
Other employee benefits
Asset retirement obligation (note 18) (1)
Other
Other liabilities – Non-current
As of December 31,
2019
2020
200,639
90,637
(446,891)
(32,167)
203,607
75,787
(454,763)
(64,371)
(187,782)
(239,740)
As of December 31,
2019
2020
432,648
52,647
41,673
24,888
551,856
405,935
44,496
26,556
30,616
507,603
(1) The asset in connection with this liability is included in Property, plant and equipment.
Post-employment benefits
The amounts recognized in the consolidated statement of financial position are determined as follows:
Present value of unfunded obligations
Liability in the statement of financial position
The amounts recognized in the consolidated income statement are as follows:
Current service cost
Interest cost
Total included in labor costs
Post-employment benefits
As of December 31,
2019
2020
432,648
432,648
405,935
405,935
Post-employment benefits
Year ended December 31,
2020
2019
9,954
26,139
36,093
11,776
27,310
39,086
F-58
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
20.
OTHER LIABILITIES – NON CURRENT AND CURRENT (continued)
Changes in the liability recognized in the consolidated statement of financial position are as follows:
At the beginning of the year
Transfers, new participants and funding of the plan
Total expense
Remeasurements
Effect of changes in demographic assumptions
Effect of changes in financial assumptions
Effect of experience adjustments
Translation differences
Contributions paid
At the end of the year
The principal actuarial assumptions used were as follows:
Mexico
Discount rate
Compensation growth rate
Argentina
Discount rate
Compensation growth rate
Post-employment benefits
As of December 31,
2019
2020
405,935
(2)
36,093
36,907
(545)
30,830
6,622
(21,722)
(24,563)
432,648
312,293
(6)
39,086
67,601
674
55,059
11,868
12,228
(25,267)
405,935
Year ended December 31,
2020
6.50%
2019
7.25%
6.00% - 7.00% 6.00% - 7.00%
Year ended December 31,
2020
2019
6.00% - 7.00% 6.00% - 7.00%
2.00% - 3.00% 2.00% - 3.00%
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is as follows:
Impact on defined benefit obligation
Increase in
assumption
Change in
assumption
Decrease in
assumption
Discount rate
Compensation growth rate
Pension growth rate
Life expectancy
1.00 %
1.00 %
1.00 %
1 year
-10.0 %
2.6 %
-1.2 %
-1.3 %
12.3 %
-1.8 %
1.4 %
1.6 %
The estimated future payments for the next five years will be between $25.9 million and $34.0 million per year.
F-59
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
20.
OTHER LIABILITIES – NON CURRENT AND CURRENT (continued)
(ii) Other liabilities - Current
Payroll and social security payable
VAT liabilities
Other tax liabilities
Termination benefits
Related Parties (Note 25)
Asset retirement obligation (Note 18)
Others
Other liabilities – Current
As of December 31,
2019
2020
113,117
70,226
41,738
400
2,004
4,515
17,836
249,836
107,999
58,799
38,153
493
2,074
8,502
24,914
240,934
21.
DERIVATIVE FINANCIAL INSTRUMENTS
Net fair values of derivative financial instruments
The net fair values of derivative financial instruments at December 31, 2020 and 2019 were as follows:
Contracts with positive fair value
Foreign exchange contracts
Contracts with negative fair value
Interest rate swap contracts
Foreign exchange contracts
As of December 31,
2019
2020
1,572
1,572
(523)
(5,835)
(6,358)
1,196
1,196
(17)
(3,007)
(3,024)
Derivative financial instruments breakdown is as follows:
(a) Interest rate contracts
Fluctuations in market interest rates create a degree of risk by affecting the amount of the Company’s interest payments and the
value of its floating-rate debt. As of December 31, 2020, most of the Company’s long-term borrowings were at variable rates.
During 2012 and 2013, Tenigal entered into several forward starting interest rate swap agreements in order to fix the interest
rate to be paid over an aggregate amount of $100 million, at an average rate of 1.92%. These agreements are effective from July
2014, will due on July 2022 and have been accounted for as cash flow hedges. As of December 31, 2020, the after-tax cash
flow hedge reserve related to these agreements amounted to $(0.2) million.
F-60
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
21.
DERIVATIVE FINANCIAL INSTRUMENTS (continued)
Changes in fair value of derivative instruments designated as cash flow hedges for each of the years presented are included
below:
At December 31, 2018
(Decrease) / Increase
Reclassification to income statement
At December 31, 2019
(Decrease) / Increase
Reclassification to income statement
At December 31, 2020
Gross amount
Cash flow hedges
Income tax
Total
679
(475)
(276)
(72)
(454)
188
(338)
(202)
142
83
23
136
(56)
103
477
(333)
(193)
(49)
(318)
132
(235)
The gross amount of the pre-tax reserve recorded in other comprehensive income at December 31, 2020 (amounting to a loss of
$0.2 million) is expected to be reclassified to the income statements in accordance to the payments of interests in connection
with the borrowings hedged by these derivative contracts, during 2020 and up to the end of the life of the borrowing in 2022.
(b) Foreign exchange contracts
From time to time, Ternium’s subsidiaries enter into derivative agreements to manage their exposure to currencies other than
the $, in accordance with the Company’s policy for derivative instruments.
During 2020 and 2019, Ternium Argentina entered into several non-deliverable forward agreements in order to manage the
exchange rate exposure generated by Argentine peso-denominated financial assets and liabilities.
Furthermore, during 2020, 2019 and 2018, Ternium Colombia S.A.S. has entered into non-deliverable forward agreements to
manage the exposure of certain actual and future trade receivables denominated in its local currency. As of December 31, 2020,
the notional amount on these agreements amounted to $75.4 million.
During 2020, 2019 and 2018, Ternium Mexico entered into several forward agreements in order to manage the exchange rate
exposure generated by future payables in EUR related to the investment plan. As of December 31, 2020, the notional amount on
these agreements amounted to $59.2 million.
During 2020, 2019 and 2018, Ternium Investments S.à.r.l., entered into several forward agreements in order to manage the
exchange rate exposure generated by the consolidated financial position in EUR. As of December 31, 2020, the notional
amount on these agreements amounted to $4.9 million. Also, during 2020, Ternium Investments S.à r.l. entered into non-
deliverable forward agreements to manage the exchange rate exposure generated by actual and future trade receivables
denominated in Colombian pesos related to the commissioning of the plant and the business of its subsidiary, Ternium del
Atlántico. As of December 31, 2020, the notional amount on these agreements amounted to $3.4 million.
F-61
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
21.
DERIVATIVE FINANCIAL INSTRUMENTS (continued)
The net fair values of the exchange rate derivative contracts as of December 31, 2020 and December 31, 2019 were as follows:
Currencies
Contract
Notional amount
2020
2019
Fair value at December 31,
EUR/$
COP/$
ND Forward - Buy EUR
ND Forward - Sell COP
53.7 million EUR
291.5 billion COP
1,572
(5,835)
(4,263)
1,196
(3,007)
(1,811)
COP: Colombian pesos; EUR: E.U. euros; $: U.S. dollars.
22.
LEASE LIABILITIES
Year ended December 31, 2019
Values at the beginning of the year
Effect of initial recognition under IFRS 16
Translation differences
Net proceeds
Repayments
Interest accrued
Interest paid
Reclassifications
As of December 31, 2019
Year ended December 31, 2020
Values at the beginning of the year
Translation differences
Net proceeds
Indexation
Repayments
Interest accrued
Interest paid
Reclassifications
As of December 31, 2020
Lease liabilities
Current
Non Current
Total
8,030
34,848
2,659
1,474
(38,569)
16,755
(15,281)
30,630
40,546
40,546
1,082
192
(811)
(42,144)
16,116
(12,635)
40,140
42,486
65,798
245,645
(7,139)
24,545
—
—
—
(30,630)
298,219
298,219
(753)
2,978
(8,687)
—
—
—
(40,140)
251,617
73,828
280,493
(4,480)
26,019
(38,569)
16,755
(15,281)
—
338,765
338,765
329
3,170
(9,498)
(42,144)
16,116
(12,635)
—
294,103
F-62
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
22.
LEASE LIABILITIES (continued)
Commitments in relation to finance leases are payable as follows:
Within one year
Later than one year but not later than five years
Later than five years
Minimum lease payments
Future finance charges
Total Financial lease liabilities
The present value of finance lease liabilities is as follows:
Within one year
Later than one year but not later than five years
Later than five years
Total minimum lease payments
As of December 31,
2020
As of December 31,
2019
56,929
176,399
161,145
394,473
(100,370)
294,103
42,486
134,857
116,760
294,103
55,670
197,956
204,101
457,727
(118,962)
338,765
40,546
149,830
148,389
338,765
23.
BORROWINGS
(i) Non-current
Bank borrowings
Less: debt issue costs
(ii) Current
Bank borrowings
Less: debt issue costs
Total Borrowings
The maturity of borrowings is as follows:
Fixed Rate
Floating Rate
Total
As of December 31,
2019
2020
1,334,369
(7,080)
1,327,289
1,639,604
(10,712)
1,628,892
399,249
(3,645)
395,604
1,722,893
564,497
(4,715)
559,782
2,188,674
2021
2022
Expected Maturity Date
2023 and
thereafter
At December 31, (1)
2019
2020
129,949
265,655
395,604
—
659,942
659,942
—
667,347
667,347
129,949
1,592,944
1,722,893
165,623
2,023,051
2,188,674
(1) As most borrowings incorporate floating rates that approximate market rates and the contractual repricing occurs mostly every 1 month, the fair value of the
borrowings approximates their carrying amount and it is not disclosed separately. Fixed rate borrowings are uncommitted short-term revolving loans and their
fair value approximates to their carrying amount.
F-63
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
23.
BORROWINGS (continued)
The weighted average interest rates - which incorporate instruments denominated mainly in U.S. dollars and which do not
include the effect of derivative financial instruments nor the devaluation of these local currencies - at year-end were as follows:
Bank borrowings
As of December 31,
2019
2020
1.43 %
2.94 %
The nominal average interest rates shown above were calculated using the rates set for each instrument in its corresponding
currency and weighted using the dollar-equivalent outstanding principal amount of said instruments at December 31, 2020 and
2019, respectively.
Breakdown of borrowings by currency is as follows:
Currencies
Contract
$
$
ARS
MXN
COP
COP
Floating
Fixed
Floating
Floating
Floating
Fixed
As of December 31,
2019
2020
1,557,483
113,268
8
6,256
29,197
16,681
1,722,893
1,977,617
148,712
10
14,789
30,634
16,912
2,188,674
$: U.S. dollars; ARS: Argentine pesos; COP: Colombian pesos; MXN: Mexican pesos.
Ternium’s most significant borrowings as of December 31, 2020, were those incurred under Ternium México’s syndicated loan
facilities, in order to finance the construction of its hot rolling mill, hot-dip galvanizing and painting lines in Pesqueria, under
Tenigal’s syndicated loan facility, in order to finance the construction of its hot-dipped galvanizing mill in Pesquería, Mexico,
under Ternium Investments S.à r.l., in order to finance the acquisition of Ternium Brasil, and under Ternium Brasil's syndicated
loan facility, in order to finance solely activities related to its exports of goods:
Date
Borrower
Type
In $ million
Original
principal
amount
Outstanding
principal amount
as of December 31,
2020
Maturity
Years 2012 and 2013 Tenigal
Syndicated loan
September 2017
Ternium Investments S.à r.l. Syndicated loan
June 2018
August 2019
Ternium Mexico
Ternium Brasil
Syndicated loan
Syndicated loan
200
1,500
1,000
500
50
July 2022
400 September 2022
500
June 2023
500 August 2024
The main covenants on these loan agreements are limitations on liens and encumbrances, limitations on the sale of certain
assets and compliance with financial ratios (i.e. leverage ratio). As of December 31, 2020, Ternium was in compliance with all
of its covenants.
F-64
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
24.
CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
Ternium is from time to time subject to various claims, lawsuits and other legal proceedings, including customer, employee, tax
and environmental-related claims, in which third parties are seeking payment for alleged damages, reimbursement for losses, or
indemnity. Management with the assistance of legal counsel periodically reviews the status of each significant matter and
assesses potential financial exposure.
Some of these claims, lawsuits and other legal proceedings involve highly complex issues, and often these issues are subject to
substantial uncertainties and, therefore, the probability of loss and an estimation of damages are difficult to ascertain.
Accordingly, with respect to a large portion of such claims, lawsuits and other legal proceedings, Ternium is unable to make a
reliable estimate of the expected financial effect that will result from ultimate resolution of the proceeding. In those cases,
Ternium has not accrued a provision for the potential outcome of these cases.
If a potential loss from a claim, lawsuit or other proceeding is considered probable and the amount can be reasonably estimated,
a provision is recorded. Accruals for loss contingencies reflect a reasonable estimate of the losses to be incurred based on
information available to management as of the date of preparation of the financial statements and take into consideration
litigation and settlement strategies. In a limited number of ongoing cases, Ternium was able to make a reliable estimate of the
expected loss or range of probable loss and has accrued a provision for such loss but believes that publication of this
information on a case-by-case basis would seriously prejudice Ternium’s position in the ongoing legal proceedings or in any
related settlement discussions. Accordingly, in these cases, the Company has disclosed information with respect to the nature of
the contingency but has not disclosed its estimate of the range of potential loss.
The Company believes that the aggregate provisions recorded for potential losses in its consolidated financial statements are
adequate based upon currently available information. However, if management’s estimates prove incorrect, current reserves
could be inadequate and Ternium could incur a charge to earnings which could have a material adverse effect on Ternium’s
results of operations, financial condition, net worth and cash flows.
(i) Tax claims and other contingencies
(a) Companhia Siderúrgica Nacional (CSN) – Tender offer litigation
In 2013, the Company was notified of a lawsuit filed in Brazil by Companhia Siderúrgica Nacional, or CSN, and various
entities affiliated with CSN against Ternium Investments, its subsidiary Ternium Argentina, and TenarisConfab. The entities
named in the CSN lawsuit had acquired a participation in Usiminas in January 2012. The CSN lawsuit alleges that, under
applicable Brazilian laws and rules, the acquirers were required to launch a tag-along tender offer to all non-controlling holders
of Usiminas ordinary shares for a price per share equal to 80% of the price per share paid in such acquisition, or BRL 28.8, and
seeks an order to compel the acquirers to launch an offer at that price plus interest. If so ordered, the offer would need to be
made to 182,609,851 ordinary shares of Usiminas not belonging to Usiminas’ control group; Ternium Investments and Ternium
Argentina’s respective shares in the offer would be 60.6% and 21.5%.
F-65
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
24.
CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
(continued)
On September 23, 2013, the first instance court dismissed the CSN lawsuit, and on February 8, 2017, the court of appeals of
São Paulo maintained the understanding of the first instance court. On March 6, 2017, CSN filed a motion for clarification
against the decision of the court of appeals, which was rejected on July 19, 2017. On August 18, 2017, CSN filed with the court
of appeals an appeal seeking the review and reversal of the decision issued by the court of appeals by the Superior Court of
Justice. On March 5, 2018, the court of appeals ruled that CSN’s appeal did not meet the requirements for review by the
Superior Court of Justice and rejected such appeal. On May 8, 2018, CSN appealed against such ruling and on January 22,
2019, the court of appeals rejected such appeal and ordered that the case be submitted to the Superior Court of Justice. On
September 10, 2019, the Superior Court of Justice declared CSN’s appeal admissible. The Superior Court of Justice will review
the case and will then render a decision on the merits. The Superior Court of Justice is restricted to the analysis of alleged
violations to federal laws and cannot assess matters of fact.
Ternium continues to believe that all of CSN’s claims and allegations are groundless and without merit, as confirmed by several
opinions of Brazilian legal counsel, two decisions issued by the Brazilian securities regulator (CVM) in February 2012 and
December 2016, and the first and second instance court decisions referred to above. Accordingly, no provision has been
recorded in these Consolidated Financial Statements.
(b) Shareholder claims relating to the October 2014 acquisition of Usiminas shares
On April 14, 2015, the staff of CVM, determined that an acquisition of additional ordinary shares of Usiminas by Ternium
Investments made in October 2014, triggered a requirement under applicable Brazilian laws and regulations for Usiminas’
controlling shareholders to launch a tender offer to all non-controlling holders of Usiminas ordinary shares. The CVM staff’s
determination was made further to a request by NSSMC and its affiliates, who alleged that Ternium’s 2014 acquisition had
exceeded a threshold that triggers the tender offer requirement. In the CVM staff’s view, the 2014 acquisition exceeded the
applicable threshold by 5.2 million shares. On April 29, 2015, Ternium filed an appeal to be submitted to the CVM’s Board of
Commissioners. On May 5, 2015, the CVM staff confirmed that the appeal would be submitted to the Board of Commissioners
and that the effects of the staff’s decision would be stayed until such Board rules on the matter.
On June 15, 2015, upon an appeal filed by NSSMC, the CVM staff changed its earlier decision and stated that the obligation to
launch a tender offer would fall exclusively on Ternium. Ternium’s appeal has been submitted to the CVM’s Board of
Commissioners and it is currently expected that such Board will rule on the appeal in 2021. In addition, on April 18, 2018,
Ternium filed a petition with the CVM’s reporting Commissioner requesting that the applicable threshold for the tender offer
requirement be recalculated taking into account the new ordinary shares issued by Usiminas in connection with its 2016 BRL 1
billion capital increase and that, in light of the replenishment of the threshold that would result from such recalculation, the
CVM staff’s 2015 determination be set aside.In the event the appeal is not successful, under applicable CVM rules Ternium
may elect to sell to third parties the 5.2 million shares allegedly acquired in excess of the threshold, in which case no tender
offer would be required.
F-66
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
24.
CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
(continued)
(c) Potential Mexican income tax adjustment
In March 2015, the Mexican tax authorities, as part of a tax audit to Ternium Mexico with respect to fiscal year 2008,
challenged the deduction by Ternium Mexico’s predecessor IMSA Acero of a tax loss arising from an intercompany sale of
shares in December 2008. Although the tax authorities have not yet determined the amount of their claim, they have indicated
in a preliminary report that they have observations that may result in an income tax adjustment currently estimated at
approximately $54.2 million, including interest and fines. Additionally, in September 2018, the Mexican tax authority, as a
result of a tax audit for the fiscal year 2011 to Ternium Mexico, as predecessor of APM, objected mainly the deduction of the
tax loss remaining for the year 2008, for which the estimated income tax adjustment would be of approximately $26.6 million,
including interest and fines.
Ternium Mexico requested an injunction from the Mexican courts against the audit observations for the year 2008 and the fiscal
credit of the year 2011, and also filed its defense and supporting documents with the Mexican tax authorities. The injunction for
the year 2008 was resolved in Ternium Mexico's favor in August 2020; consequently, in November 2020, the Mexican tax
authorities issued a new preliminary report which reiterates the same observations as before but with different arguments that
may result in the same tax adjustment as described in the immediately preceding paragraph. The Company, based on the advice
of counsel, believes that an unfavorable outcome in connection with this uncertain tax position is not probable and, accordingly,
no provision has been recorded in these financial statements.
(d) Putative class action
Following the Company’s November 27, 2018 announcement that its chairman Paolo Rocca had been included in an Argentine
court investigation known as the Notebooks Case (a decision subsequently reversed by a higher court), a putative class action
complaint was filed in the U.S. District Court for the Eastern District of New York. On June 17, 2019, the lead plaintiff filed an
amended complaint purportedly on behalf of purchasers of Ternium securities from May 1, 2014 through November 27, 2018.
The individual defendants named in the amended complaint are our chairman, our former CEO, our current CEO and our CFO.
That complaint alleged that during the class period, the Company and the individual defendants inflated the price of Ternium’s
ADSs by failing to disclose that the nationalization proceeds received by Ternium when Sidor was expropriated by Venezuela
were received or expedited as a result of alleged improper payments made to Argentine officials. On September 14, 2020, the
court granted a motion to dismiss the claims against all defendants, with leave for plaintiff to file a second amended complaint.
Because plaintiffs did not file a second amended complaint, on November 17, 2020, the case was dismissed with prejudice. The
case is now closed.
(e) Fishermen associations’ claims
Civil contingencies include lawsuits brought by a number of fishermen associations on behalf of their associates, alleging that
the dredge of Ternium Brasil’s deep-water port has had a negative impact on fish farming and exploitation activities in the
Sepetiba Bay area in Rio de Janeiro and that, as a result, fishermen in that area had suffered damages. A provision in the
amount of $24.5 million was recorded at the acquisition date in connection with this matter ($10.9 million and $14.1 million as
of December 31, 2020 and 2019, respectively).
F-67
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
24.
CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
(continued)
(f) Tax assessments relating to the use of certain ICMS tax credits
The Imposto Sobre Operações Relativas à Circulação de Mercadorias e Serviços, or ICMS, is a Brazilian value-added tax on the
services (inter-states) and the transfer of goods in Brazil. Payment of ICMS generates tax credits that, subject to applicable law,
rules and regulations, may be either used to offset ICMS payment obligations generated in connection with domestic sales of
products and services, or sold and transferred to third parties.
The Rio de Janeiro State Treasury Office is challenging the use by Ternium Brasil of ICMS tax credits generated in connection
with purchases of refractory materials in the period from December 2010 through December 2016, and intends to assess taxes
and impose fines on Ternium Brasil on the argument that such materials may not be qualified as raw materials or intermediary
products but as goods for consumption and, accordingly, ICMS tax credits generated in connection with their purchase are not
available and may not be used to offset ICMS payment obligations generated in connection with Ternium Brasil’s domestic
sales of carbon steel slabs. Ternium Brasil has appealed against the Rio de Janeiro State Treasury Office tax assessments and
fines. A provision in the amount of $57.7 million was recorded as of the acquisition date in connection with this matter ($34.9
million and $45.0 million as of December 31, 2020 and 2019, respectively).
(g) ICMS deferral tax benefit - Action of unconstitutionality
On March 31, 2005, through State Law No. 4,529 (Law RJ 4529), the State of Rio de Janeiro granted Ternium Brasil a tax
incentive consisting of a deferral of ICMS payable by Ternium Brasil in connection with the construction and operation of the
company’s Rio de Janeiro steelmaking complex. The incentive applies in respect of the acquisition of fixed assets and certain
raw materials (i.e. iron ore, pellets, alloys, coke, coal and scrap) and significantly reduces input ICMS credit accumulation by
Ternium Brasil. The tax incentive was granted for a period of 20 years from the commencement of the construction works for
Ternium Brasil’s Rio de Janeiro steel complex.
In 2012, a Brazilian political party filed a direct action of unconstitutionality against Law RJ 4529 before the Brazilian Federal
Supreme Court, claiming that the State Law should be declared unconstitutional because the tax incentive granted pursuant to
Law RJ 4529 had not been approved by Brazil’s National Council of Fiscal Policy (Conselho Nacional de Política Fazendária,
or CONFAZ).
In August 2017, the Brazilian Congress enacted Supplementary Law No. 160/2017, instituting a mechanism through which the
States may confirm any ICMS incentives they had granted in prior years without CONFAZ approval. In furtherance of such
Supplementary Law, in December 2017 the Brazilian States adopted ICMS Convention 190/2017, establishing the applicable
rules and deadlines for confirming such ICMS incentives. In accordance with the ICMS Convention 190/2017, the State of Rio
de Janeiro published its list of ICMS incentives, including, among others, the ICMS benefit granted to Ternium Brasil, and filed
with CONFAZ all relevant documents concerning such incentives. On July 27, 2018, the Governor of Rio de Janeiro issued
Decree No. 46,378, pursuant to which the State of Rio de Janeiro reconfirmed, in accordance with ICMS Convention 190/2017,
the ICMS tax benefits listed in its official gazette publication made pursuant to the Convention, including, among others,
Ternium Brasil’s ICMS tax benefits.
F-68
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
24.
CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
(continued)
In October 2018, the State of Rio de Janeiro and the Federation of Industries of the State of Rio de Janeiro filed petitions
arguing that the action of unconstitutionality against Law RJ 4529 could not be judged by the Brazilian Federal Supreme Court
since, following the revalidation of such law under Supplementary Law No.160/17 and the ICMS Convention 190/2017, such
action of unconstitutionality had lost its purpose. On October 20, 2020, the Reporting Justice Minister of the Brazilian Federal
Supreme Court in charge of the case ruled that the action of unconstitutionality against Law RJ 4529 was impaired by the
supervening loss of its object, and on November 17, 2020, the Reporting Justice Minister’s ruling became final and not subject
to any further recourses or appeals.
The tax benefits accumulated under Ternium Brasil’s ICMS incentive amounted to approximately $1,089 million as of the
acquisition date of Ternium Brasil on September 7, 2017. In accordance with the guidance in IFRS 3, the Company recorded as
of the acquisition date a provision of $651.8 million (including estimated penalties and interest) in connection with this matter,
together with an asset of $325.9 million arising from its right to recover 50% of the contingency amount from Thyssenkrupp.
As at December 31, 2020, both the asset, which expired on September 7, 2020, of $194.1 million ($254.4 million as of
December 31, 2019) recorded in the Company’s financial statements arising from its right to recover 50% of the contingency
amount from Thyssenkrupp and the contingent liability of $380.1 million ($508.9 million as of December 31, 2019) recorded in
its financial statements in connection with this matter have been derecognized. Accordingly, the Company recognized in the
year ended December 31, 2020, a net gain in the amount of $186.0 million.
(ii) Commitments
The following are Ternium’s main off-balance sheet commitments:
(a) Ternium Argentina signed agreements to cover 80% of its required iron ore, pellets and iron ore fines volumes until
December 31, 2021, for an estimated total amount of $385.0 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 has also signed various contracts for the provision of natural gas, including Tecpetrol, a related company
of Ternium, assuming firm commitments for a total of $8.1 million payable until April 2021. Additionally, Ternium Argentina
signed contracts for gas transportation with related companies Transportadora de Gas del Norte S.A. and Energy Consulting
Services S.A., assuming firm commitments for a total of $28.5 million payable until April 2028.
(c) Ternium Argentina signed an agreement with Air Liquide Argentina S.A. for the supply of oxygen, nitrogen and argon until
2021, for an aggregate amount of $18.7 million, which is due to terminate in 2034.
F-69
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
24.
CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
(continued)
(d) On April 24, 2017, Ternium Mexico entered into a 25-year contract (effective as of December 1, 2016, through December 1,
2041) with Techgen, S.A. de C.V. for the supply of 699 MW (which represents 78% of Techgen’s capacity) and covers most of
Ternium Mexico’s facilities electricity needs. Monthly payments are determined on the basis of capacity charges, operation
costs, back-up power charges, and transmission charges. As of the seventh contract year (as long as Techgen’s existing or
replacing bank facility has been repaid in full), Ternium Mexico has the right to suspend or early terminate the contract if the
rate payable under the agreement is higher than the rate charged by Comisión Federal de Electricidad ("CFE") or its successors.
Ternium Mexico may instruct Techgen to sell to any affiliate of Ternium Mexico, to CFE, or to any other third party all or any
part of unused contracted energy under the agreement and Ternium Mexico will benefit from the proceeds of such sale.
(e) On December 20, 2000, Hylsa (Ternium Mexico’s predecessor) entered into a 25-year contract with Iberdrola Energia
Monterrey, S.A. de C.V. (“Iberdrola”), a Mexican subsidiary of Iberdrola Energía, S.A., for the supply of energy to four of
Ternium Mexico’s plants. On March 31, 2008, two of those plants were terminated by Iberdrola. The contracted electrical
demand as of December 31, 2020, is 51.7 MW. Iberdrola currently supplies approximately 7% of Ternium Mexico’s electricity
needs under this contract. Although the contract was to be effective through 2027, on April 28, 2014, Ternium Mexico and
Iberdrola entered into a new supply contract and terminated the previous one. In consideration of the termination of the
previous contract, Iberdrola has granted Ternium Mexico a credit of $750 thousand per MW of the 111.2 MW originally
contracted capacity, resulting over time in a total value of $83.4 million. In addition, Iberdrola agreed to recognize to Ternium
México $15.0 million through discounted rates. The above-mentioned credit and discount ended in June 2019 and Ternium
México's rates under the contract are now market rates with a 2.5% discount; however, Ternium Mexico is entitled to terminate
the contract without penalty. On October 21, 2020, Ternium Mexico decided to terminate the contract effective November 15,
2021.
(f) Ternium México issued a guarantee letter covering up to approximately $25.0 million of the obligations of Gas Industrial de
Monterrey, S.A. de C.V. ("GIMSA"), under the natural gas trading agreement between GIMSA and BP Energía México
("BPEM"). The credit line granted by BPEM in connection with this natural gas trading agreement amounted to approximately
$25.0 million. As of December 31, 2020, the outstanding amount under the natural gas trading agreement was $9.5 million,
which is below the amount included in the guarantee letter issued by Ternium México.
(g) On June, 2018, Ternium Mexico entered into a loan agreement with a syndicate of banks for a $1,000 million syndicated
loan facility for the purpose of financing capital expenditures, the repayment or prepayment of existing debt, and other general
corporate purposes. The Company entered the Facility on June 12, 2018, and the final maturity date is on June 12, 2023, being
payable in eight consecutive and equal semi-annual installments commencing on December 13, 2019. The main financial
covenant that the Facility requires to meet is the consolidated net senior leverage ratio to be not greater than 3.5 to 1.00. During
2019, the facility was fully disbursed ($400 million was disbursed during 2018 and $600 million by the end of June 2019). As
of December 31, 2020, the outstanding value of this loan agreement was $500 million and the Company was in compliance
with all of its covenants.
F-70
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
24.
CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
(continued)
(h) Ternium Mexico issued a guarantee letter covering up to approximately $62.5 million of the obligations of Techgen, S.A. de
C.V. (“Techgen”), under the Clean Energy Certificates trading agreement between Techgen and Enel Green Power (“ENEL”).
The amount of the guarantee is equal to 78% of the amount payable by Techgen if Techgen decides to terminate the agreement
prior to the expiration date (and therefore decreases as the term of the contract passes). The trading agreement was signed on
May 25, 2018, and terminates on June 30, 2041.
(i) In June 2008, Ternium Mexico entered into an industrial gas supply agreement with Praxair Mexico for the Guerrero and
Juventud facilities until December 2024, for a total amount of $421 million. In 2011, an amendment agreement added the
purchase of hydrogen for the Juventud facility, valid until April 2025 for an amount of $8.8 million as of December 31, 2020,
and the Universidad facility, valid until July 2021 for an amount of $6.1 million as of December 31, 2020. As of December 31,
2020, the agreement considers a minimum annual oxygen consumption of 96 million cubic meters, valued at approximately
$4.5 million per year. The Company is in compliance with the minimum annual quotas established, which represent less than
half of the average annual consumption.
(j) On May 9, 2018, Ternium Mexico entered into a 10-year contract (effective as of July 1, 2018) with Kinder Morgan Texas
Pipeline L.L.C., Kinder Morgan Tejas Pipeline L.L.C. and Kinder Morgan Border Pipeline L.L.C. for the transportation of
natural gas in the United States of America (Texas). The contracted capacity is 60,000 MMBTU/day and the annual cost is
approximately $3.7 million.
(k) On December 30, 2019, Ternium Mexico entered into a 15-year contract (effective as of July 1, 2021) with Kinder Morgan
Texas Pipeline L.L.C., Kinder Morgan Tejas Pipeline L.L.C. and Kinder Morgan Gas Natural de México S. de R.L. de C.V. for
the transportation of natural gas in the United States of America (Texas) and in Mexico. The contracted capacity is 31,000
MMBTU/day and the annual cost is approximately $4.8 million.
(l) Techgen is a party to gas transportation capacity agreements with Kinder Morgan Gas Natural de Mexico, S. de R.L. de
C.V., Kinder Morgan Texas Pipeline LLC and Kinder Morgan Tejas Pipeline LLC for the whole transportation capacity
starting on August 1, 2016, and ending during the second half of 2036. As of December 31, 2020, the outstanding value of this
commitment was approximately $221.8 million. Ternium’s exposure under the guarantee in connection with these agreements
amounts to $106.5 million, corresponding to the 48% of the agreements’ outstanding value as of December 31, 2020.
(m) Ternium issued two stand-by letters of credit covering 48% of the funding of a debt service reserve account under a
syndicated loan agreement between Techgen and several banks led by Citigroup Global Markets Inc., Credit Agricole
Corporate and Investment Bank, and Natixis, New York Branch acting as joint bookrunners. The loan agreement dated as of
February 13, 2019, amounted to $640 million and the proceeds were used by Techgen to refinance in full all amounts owed
under a previous syndicated loan between Techgen and several banks, which funds were used in the construction of the facility.
As of December 31, 2020, the outstanding aggregated amount under the stand-by letters of credit was $44.6 million, as a result
the amount guaranteed by Ternium was approximately $21.4 million.
F-71
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
24.
CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
(continued)
(n) During 2006, CSA, the predecessor of Ternium Brasil, has entered into a 15-year contract denominated Contrato de
comercialização de energia elétrica no ambiente regulado - CCEAR por disponibilidade to provide electric energy to 24
distributors starting on 2011. Under this contract, Ternium Brasil has to provide 200 MW average per year and the price is
adjusted by the Brazilian inflation index. The penalty for not delivering the volume of energy of the contract is the difference
between the spot price and the unit variable cost (calculated and published by the Agéncia Nacional de Energía Elétrica),
calculated per hour.
(o) Ternium Brasil signed an exclusivity agreement with Vale S.A. for the purchase of iron ore (pellets, sinter feed and lump
ore), which is due to terminate in 2029. The total purchased volume, in accordance with the actual production capacity, is of
approximately 8.0 million tons per year. Ternium Brasil has not the obligation to take or pay the mentioned volume and only
should pay logistic costs in case of not purchasing the contracted volume.
(p) Ternium Brasil, for its activity of energy generation through gas and steam turbines, signed on March 2017 a contract with
GE Global Parts and Products GMBH, General Electric International Inc. and Alstom Energia Térmica e Indústria Ltda. for the
maintenance services of such turbines (including the supply of spare parts) for a period of 20 years. As of December 31, 2020,
the outstanding amount of this commitment was $171.3 million.
(q) Ternium Brasil also signed on November 2007 a contract with Primetals Technologies Brazil Ltda. for the provision of
maintenance services at a central workshop for the entire steel mill complex, including caster maintenance for the steel plant.
As of December 31, 2020, the outstanding amount of the mentioned services was approximately $57.3 million and is due to
terminate on November 2024. Ternium Brasil is currently using more hours than the minimum quantity of contracted hours.
(r) Ternium Brasil is a party to a long-term contract with the Consortium formed by Air Liquide Brasil Ltda., AirSteel Ltda.,
White Martins Gases Industriais Ltda., White Martins Steel Ltda. and ThyssenKrupp MinEnergy GmbH for the supply of air,
oxygen, nitrogen and argon to satisfy the requirements up to January 2029. The outstanding amount was approximately $228.9
million as of December 31, 2020. The contract has minimum daily-required volumes.
(s) Ternium Brasil signed on January 2015 a contract with Naturgy (formerly Companhia Distribuidora de Gás do Rio de
Janeiro) for the supply of natural gas, which was due to terminate on December 2019. This agreement was automatically
renewed for another two years and is due to terminate on December 2021 and can be interrupted by common agreement due to
free market conditions' changes. The outstanding amount was of $25.8 million (or 61.5 million m3) as of December 31, 2020.
Ternium Brasil is currently purchasing more than the minimum volume required by the contract, which is 85% of the volume
mentioned before.
(t) Ternium Brasil signed on May 2019 a contract with LSI Logistica S.A. for mobile equipment rental. This agreement is due
to terminate on May 2024 and the outstanding amount was $11.0 million as of December 31, 2020. The contract only has a
penalty in case of anticipated termination.
F-72
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
24.
CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS
(continued)
(u) The acquisition of Ternium Brasil Ltda. was mainly financed through an unsecured 5-year syndicated facility in the
principal amount of $1.5 billion granted to the Company’s subsidiary, Ternium Investments S.àr.l., by a syndicate of banks. The
facility is to be repaid in eight consecutive and equal semi-annual installments, commencing on March 5, 2019, and has been
guaranteed by the Company’s subsidiary, Ternium México, S.A. de C.V. The borrower and the guarantor are subject to certain
covenants customary for transactions of this type, including limitations on liens and encumbrances, transactions with affiliates,
consolidations and mergers and restrictions on investments. The guarantor is additionally subject to limitations on the sale of
certain assets and compliance with a leverage ratio. There are no limitations to the payment of dividends applicable to the
borrower or the guarantor, except, with respect to the borrower, upon an event of default under the facility. During 2018 and
2019, the Company made prepayments of principal for $375 million and $725 million, respectively. As of December 31, 2020,
the outstanding value of this syndicated facility was $400 million and both the borrower and the guarantor were in compliance
with all of its covenants.
(iii) Restrictions on the distribution of profits
In accordance with Luxembourg law, the Company is required to transfer a minimum of 5% of its net profit for each financial
year to a legal reserve until such reserve equals 10% of the issued share capital.
As of December 31, 2020, this reserve is fully allocated and additional allocations to the reserve are not required under
Luxembourg law. Dividends may not be paid out of the legal reserve.
The Company may pay dividends to the extent, among other conditions, that it has distributable retained earnings calculated in
accordance with Luxembourg law and regulations.
F-73
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
25.
RELATED PARTY TRANSACTIONS
As of December 31, 2020, Techint Holdings S.à r.l. (“Techint”) owned 62.02% of the Company’s share capital and Tenaris
Investments S.à r.l. (“Tenaris”) held 11.46% of the Company’s share capital. Each of Techint and Tenaris were controlled by
San Faustin S.A., a Luxembourg company (“San Faustin”). Rocca & Partners Stichting Administratiekantoor Aandelen San
Faustin (“RP STAK”), a private foundation (Stichting) located in the Netherlands, held voting rights in San Faustin sufficient in
number to control San Faustin. No person or group of persons controls RP STAK.
For commitments with Related parties, see note 24.
The following transactions were carried out with related parties:
Year ended December 31,
2019
2018
2020
(i) Transactions
(a) Sales of goods and services
Sales of goods to non-consolidated parties
Sales of goods to other related parties
Sales of services and others to non-consolidated parties
Sales of services and others to other related parties
(b) Purchases of goods and services
Purchases of goods from non-consolidated parties
Purchases of goods from other related parties
Purchases of services and others from non-consolidated parties
Purchases of services and others from other related parties
Purchases of goods and services in connection with lease contracts from other
related parties
(c) Financial results
Income with non-consolidated parties
Expenses in connection with lease contracts from other related parties
(d) Dividends received
Dividends from non-consolidated parties
(e) Other income and expenses
Income (expenses), net with non-consolidated parties
Income (expenses), net with other related parties
432,511
15,972
173
1,009
449,665
347,638
83,738
9,421
75,483
201
516,481
515,123
77,375
171
1,060
593,729
408,309
71,324
14,563
155,289
8,859
658,343
7,182
(1,484)
5,698
9,478
(945)
8,533
6,299
6,299
765
1,042
1,807
3,111
3,111
929
986
1,915
774,526
141,230
176
1,286
917,218
483,182
50,928
10,266
90,536
—
634,912
9,330
—
9,330
8,837
8,837
1,012
492
1,504
F-74
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
25.
RELATED PARTY TRANSACTIONS (continued)
(ii) Year-end balances
(a) Arising from sales/purchases of goods/services and other transactions
Receivables from non-consolidated parties
Receivables from other related parties
Advances from non-consolidated parties
Advances to suppliers with other related parties
Payables to non-consolidated parties
Payables to other related parties
Lease liabilities with other related parties
As of December 31,
2019
2020
227,074
3,674
6,647
7,732
(30,407)
(29,095)
(3,550)
167,312
5,027
8,017
15,936
(44,784)
(41,849)
(7,310)
182,075
102,349
(iii) Officers and Directors’ compensation
During the year ended December 31, 2020 the cash compensation of Officers and Directors amounted to $13,736 (2019:
$26,942). In addition, Officers received 1,180,000 Units for a total amount of $4,289 (2019: $3,546) in connection with the
incentive retention program mentioned in note 3 (o)(3).
26.
OTHER REQUIRED DISCLOSURES
(a) Statement of comprehensive income
At December 31, 2018
(Decrease) / Increase
Reclassification to income statement
At December 31, 2019
(Decrease) / Increase
Reclassification to income statement
At December 31, 2020
Gross amount
Cash flow hedges
Income tax
Total
Currency
translation
adjustment
679
(475)
(276)
(72)
(454)
188
(338)
(202)
477
(3,707,019)
142
83
23
136
(56)
103
(333)
(193)
(61,925)
—
(49)
(3,768,944)
(318)
132
(108,919)
—
(235)
(3,877,863)
F-75
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
26.
OTHER REQUIRED DISCLOSURES (continued)
(b) Statement of cash flows
(i) Changes in working capital (1)
Inventories
Receivables and others
Trade receivables
Other liabilities
Trade payables
(ii) Income tax accrual less payments
Tax accrued (Note 10)
Taxes paid
(iii) Interest accruals less payments
Interest accrued (Note 9 and 22)
Interest paid
Year ended December 31,
2019
2018
2020
156,517
(29,539)
(12,110)
37,517
200,410
352,795
291,488
(224,927)
66,561
62,760
(55,769)
6,991
510,972
6,175
161,454
(95,131)
(10,786)
572,684
196,519
(405,324)
(208,805)
104,855
(101,450)
3,405
(186,409)
8,652
(123,388)
17,138
55,430
(228,577)
369,435
(523,801)
(154,366)
131,172
(144,186)
(13,014)
(1)
Changes in working capital are shown net of the effect of exchange rate changes.
(c) Financial debt reconciliation
Financial debt
Finance
lease
liabilities
Short term
borrowings
Long term
borrowings
Total
At December 31, 2018
Cash flows
Reclassifications
Effect of initial recognition under IFRS 16
Acquisitions - finance leases
Foreign exchange adjustments
Other non cash movements
At December 31, 2019
Cash flows
Reclassifications
Acquisitions - finance leases
Foreign exchange adjustments
Other non cash movements
At December 31, 2020
(73,828)
53,850
—
(280,493)
(26,019)
(8,834)
(3,441)
(338,765)
54,779
—
—
(399,856) (1,637,101) (2,110,785)
(11,963)
(297,780)
231,967
—
306,262
(306,262)
(280,493)
—
(26,019)
—
(88,199)
—
(9,980)
(273)
(559,782) (1,628,892) (2,527,439)
562,327
511,203
(79,365)
(6,266)
(3,655)
—
(306,414)
306,414
—
(3,170)
—
—
(3,170)
(329)
(6,618)
(294,103)
4,633
4,962
(45,573)
(53,347)
(395,604) (1,327,289) (2,016,996)
—
(1,156)
F-76
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
27.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The following amendments, standards and interpretations have been applied on the year starting January 1, 2020:
International Accounting Standard 1, “Presentation of Financial Statements”, and International Accounting
Standard 8, “Accounting Policies, Changes in Accounting Estimates and Errors” - Amendments
The IASB has issued amendments to IAS 1 “Presentation of Financial Statements” and IAS 8 “Accounting Policies,
Changes in Accounting Estimates and Errors” to clarify when information is material and to incorporate some of the
guidance in IAS 1 about immaterial information. The amendments clarify that the reference to obscuring
information addresses situations in which the effect is similar to omitting or misstating that information, that an
entity assesses materiality in the context of the financial statements as a whole, and that the meaning of ‘primary
users of general purpose financial statements’ is defined as ‘existing and potential investors, lenders and other
creditors’ that must rely on general purpose financial statements for much of the financial information they need.
The Company's management has assessed the effects of applying these amendments on the Company’s financial
statements and has not identified any material impact in the application of these amendments.
International Financial Reporting Standard 7, “Financial Instruments: Disclosures”, International Financial
Accounting Standard 9, “Financial Instruments” and International Accounting Standard 39, “Financial
Instruments: Recognition and Measurement” - Interest Rate Benchmark Reform
The IASB has issued amendments to IFRS 7 “Financial Instruments: Disclosures”, IFRS 9 “Financial Instruments”
and IAS 39 “Financial Instruments: Recognition and Measurement” which provide certain reliefs in relation to
interest rate benchmark reforms. The reliefs relate to hedge accounting and have the effect that the reforms should
not generally cause hedge accounting to terminate. However, any hedge ineffectiveness should continue to be
recorded in the income statement.
The Company's management has assessed the effects of applying these amendments on the Company’s financial
statements and has not identified any material impact in the application of these amendments.
The following standards, amendments to standards and interpretations are not mandatory for the financial year
beginning January 1, 2020, and have not been early adopted:
International Financial Reporting Standard 16, “Leases” – Amendments on Covid-19-related Rent Concessions
In May 2020, the IASB made an amendment to IFRS 16 “Leases” in the context of the COVID-19 pandemic and its
impact on rent concessions granted to lessees. Such concessions might take a variety of forms, including payment
holidays and deferral of lease payments, which provides lessees with an option to treat qualifying rent concessions
in the same way as they would if they were not lease modifications. In many cases, this will result in accounting for
the concessions as variable lease payments in the period in which they are granted. Entities applying the practical
expedients must disclose this fact, whether the expedient has been applied to all qualifying rent concessions or, if
not, information about the nature of the contracts to which it has been applied, as well as the amount recognized in
profit or loss arising from the rent concessions.
F-77
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
27.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (continued)
The Company's management has assessed the effects of applying this amendment on the Company’s financial
statements and has not identified any lease agreements which may be impacted by the application of this
amendment.
Other standards and interpretations non-significant for the Company’s financial statements:
– Amendments to IFRS 3 – Definition of a business
– Revised Conceptual Framework for Financial Reporting
– Amendments to IAS 1 - Classification of Liabilities as Current or Non-current
– Amendments to IAS 16 - Property, Plant and Equipment: Proceeds before intended use
– Amendments to IFRS 3 - Reference to the Conceptual Framework
– Amendments to IAS 37 - Onerous Contracts – Cost of Fulfilling a Contract
– Annual Improvements to IFRS Standards 2018–2020 cycle
– Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an investor and its associate or
joint venture
F-78
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
28. FINANCIAL RISK MANAGEMENT
1)
Financial risk factors
Ternium’s activities expose the Company to a variety of risks: market risk (including the effects of changes in foreign currency
exchange rates, interest rates and commodities prices), credit risk and liquidity risk.
Ternium’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize
potential adverse effects on the financial performance. Ternium’s subsidiaries may use derivative financial instruments to hedge
certain risk exposures.
1.1) Market Risk
(i) Foreign exchange rate risk
Ternium operates and sells its products in different countries, and as a result is exposed to foreign exchange rate volatility.
Ternium’s subsidiaries may use derivative contracts in order to hedge their exposure to exchange rate risk derived from their
trade and financial operations.
Ternium’s foreign exchange policy is to minimize the negative impact of fluctuations in the value of other currencies with
respect to the U.S. dollar. Ternium’s subsidiaries monitor their net cash flows in currencies other than the U.S. dollar, and
analyze potential hedging according to market conditions. This hedging can be carried out by netting positions or by financial
derivatives. However, regulatory or legal restrictions in the countries in which Ternium’s subsidiaries operate, could limit the
possibility of the Company carrying out its hedging policy.
Ternium has foreign operations, whose net assets are exposed to foreign currency translation risk, some of which may impact
net income.
The following table shows a breakdown of Ternium’s assessed financial position exposure to currency risk as of December 31,
2020.
Exposure to
functional currency
$ million
EU euro (EUR)
Argentine peso (ARS)
Mexican peso (MXN)
Brazilian real (BRL)
Colombian peso (COP)
Other currencies
(98)
101
(591)
111
(21)
(2)
F-79
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
28.
FINANCIAL RISK MANAGEMENT (continued)
The main relevant exposures correspond to:
Argentine peso vs. U.S. dollar
(a)
If the Argentine peso had weakened by 1% against the U.S. dollar, it would have generated a pre-tax loss of $1.0 million as of
December 31, 2020, and a pre-tax loss of $0.6 million as of December 31, 2019.
Mexican peso vs. U.S. dollar
(b)
If the Mexican peso had weakened by 1% against the U.S. dollar, it would have generated a pre-tax gain of $5.9 million and
$5.6 million as of December 31, 2020 and 2019, respectively.
Colombian peso vs. U.S. dollar
(c)
If the Colombian peso had weakened by 1% against the U.S. dollar, it would have generated a pre-tax gain of $0.2 million and a
pre-tax gain of $0.3 million as of December 31, 2020 and 2019, respectively.
(d) Brazilian real vs. U.S. dollar
If the Brazilian real had weakened by 1% against the U.S. dollar, it would have generated a pre-tax loss of $1.1 million and a
pre-tax gain of $1.8 million as of December 31, 2020 and 2019, respectively.
We estimate that if the Argentine peso, Mexican peso, Colombian peso and Brazilian real had weakened simultaneously by 1%
against the U.S. dollar with all other variables held constant, total pre-tax income for the year would have been $4.0 million
higher ($7.1 million higher as of December 31, 2019), as a result of foreign exchange gains/losses on translation of U.S. dollar-
denominated financial position, mainly trade receivables, trade payables, lease liabilities, borrowings and other liabilities.
Considering the same variation of the currencies against the U.S. dollar of all net investments in foreign operations amounting
to $423 million, the currency translation adjustment included in total equity would have been $4.2 million lower, arising mainly
from the adjustment on translation of the equity related to the Brazilian real during the year 2020.
(ii) Interest rate risk
Ternium manages its exposure to interest rate volatility through its financing alternatives and hedging instruments. Borrowings
issued at variable rates expose the Company to the risk of increased interest expense in the event of a raise in market interest
rates, while borrowings issued at fixed rates expose the Company to a variation in its fair value. The Company’s interest-rate
risk mainly arises from long-term borrowings that bear variable-rate interest that is partially fixed through different derivative
transactions, such as interest rate swaps.
Ternium’s nominal weighted average interest rate for its debt instruments, which do not include neither the effect of derivative
financial instruments, nor the devaluation of the local currencies, was 1.43% and 2.94% for 2020 and 2019, respectively. These
rates were calculated using the rates set for each instrument in its corresponding currency and weighted using the dollar-
equivalent outstanding principal amount of each instrument.
Ternium’s total variable interest rate debt amounted to $1,593 million (92.5% of total borrowings) at December 31, 2020 and
$2,023 million (92.4% of total borrowings) at December 31, 2019.
If interest rates on the aggregate average notional of U.S. dollar denominated borrowings held during 2020, excluding
borrowings with derivatives contracts mentioned in Note 21 (a), had been 100 basis points higher with all other variables held
constant, total pre-tax income for the year ended December 31, 2020 would have been $20.3 million lower ($22.4 million lower
as of December 31, 2019).
F-80
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
28.
FINANCIAL RISK MANAGEMENT (continued)
1.2) Credit risk
Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, as well as credit exposures to
customers, including outstanding receivables and committed transactions. Ternium’s subsidiaries have credit guidelines in place
to ensure that derivative and treasury counterparties are limited to high credit quality financial institutions.
Ternium invests in financial assets with a minimum credit rating of investment grade established by an international
qualification agency renowned in the financial market, in line with corporate investment portfolio policies. Approximately
61.1% of the Company’s liquid financial assets correspond to investment grade rated instruments as of December 31, 2020, in
comparison with approximately 92.6% as of December 31, 2019. The investments in financial assets are as follows:
Cash and cash equivalents
Other Investments - Current and Non-Current
Fixed Income (time-deposit, zero-coupon bonds, commercial
papers)
Deposit certificates
Commercial papers
Bonds and other fixed income
Non - U.S. government securities
Corporate securities
Other notes
At December
31, 2020
At December
31, 2019
537,882
816,157
579,917
451,857
128,060
233,611
135,671
97,940
2,629
519,965
215,273
176,470
160,933
15,537
38,803
914
37,889
—
Ternium has no significant concentrations of credit risk from customers. No single customer accounts for more than ten percent
of Ternium’s sales. Ternium’s subsidiaries have policies in place to ensure that sales are made to customers with an appropriate
credit history, and that credit insurances, letters of credit or other instruments are requested to reduce credit risk whenever
deemed necessary. The subsidiaries maintain allowances for potential credit losses. The utilization of credit limits is regularly
monitored.
Trade and other receivables are carried at face value less allowance for doubtful accounts, if applicable. This amount does not
differ significantly from fair value. The other receivables do not contain significant impaired assets.
As of December 31, 2020, trade receivables total $918.4 million ($950.6 million as of December 31, 2019). These trade
receivables are collateralized by guarantees under letter of credit and other bank guarantees of $1.3 million ($3.4 million as of
December 31, 2019), credit insurance of $422.8 million ($469.3 million as of December 31, 2019) and other guarantees of $7.3
million ($16.4 million as of December 31, 2019).
As of December 31, 2020, trade receivables of $892.3 million ($877.2 million as of December 31, 2019) were fully performing.
As of December 31, 2020, trade receivables of $36.6 million ($86.3 million as of December 31, 2019) were past due (mainly up
to 180 days).
F-81
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
28.
FINANCIAL RISK MANAGEMENT (continued)
The amount of the allowance for doubtful accounts was $10.5 million as of December 31, 2020 ($13.0 million as of December
31, 2019).
The carrying amounts of the Company’s trade and other receivables as of December 31, 2020, are denominated in the following
currencies:
Currency
$ million
US dollar ($)
EU euro (EUR)
Argentine peso (ARS)
Mexican peso (MXN)
Brazilian real (BRL)
Colombian peso (COP)
Other currencies
1.3)
Liquidity risk
798
14
12
160
397
68
1
1,450
Management maintains sufficient cash and marketable securities and credit facilities to finance normal operations. Management
monitors rolling forecasts of the group’s liquidity reserve on the basis of expected cash flow.
The table below analyses financial liabilities into relevant maturity groups based on the remaining period at the date of the
statement of financial position to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows.
$ million
2021
2022
2023
2024
Thereafter
Borrowings
Interests to be accrued (1)
Trade payables and other liabilities
Lease liabilities
Total
396
26
1,024
42
1,488
660
17
13
42
732
137
9
8
42
196
521
4
7
28
560
9
—
38
140
187
(1) These amounts do not include the effect of derivative financial instruments.
As of December 31, 2020, total borrowings less cash and cash equivalents and other current and non-current investments
amounted to $371.5 million.
1.4)
Capital risk
Ternium seeks to maintain an adequate debt/equity ratio considering the industry and the markets where it operates. The year-
end ratio debt over debt plus equity is 0.17 and 0.22 as of December 31, 2020 and 2019, respectively. The Company does not
have to comply with regulatory capital adequacy requirements as known in the financial services industry.
F-82
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
28.
2)
FINANCIAL RISK MANAGEMENT (continued)
Financial instruments by category and fair value hierarchy level
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 December 31, 2020 (in $ thousands)
(i) Assets as per statement of financial position
Receivables
Derivative financial instruments
Trade receivables
Other investments
Cash and cash equivalents
Total
Amortized
cost
Assets at fair
value through
profit or loss
Assets at fair
value through
OCI
Total
153,527
—
918,438
579,917
278,862
1,930,744
—
1,572
—
2,629
259,020
263,221
—
—
—
233,611
—
233,611
As of December 31, 2020 (in $ thousands)
(ii) Liabilities as per statement of financial position
Other liabilities
Trade payables
Derivative financial instruments
Finance lease liabilities
Borrowings
Total
Liabilities at fair
value through
profit or loss
Amortized
cost
—
—
6,358
—
—
6,358
86,070
1,004,216
—
294,103
1,722,893
3,107,282
As of December 31, 2019 (in $ thousands)
(i) Assets as per statement of financial position
Receivables
Derivative financial instruments
Trade receivables
Other investments
Cash and cash equivalents
Total
Amortized
cost
Assets at fair
value through
profit or loss
Assets at fair
value through
OCI
Total
406,370
—
950,569
176,470
320,088
1,853,497
—
1,196
—
—
199,877
201,073
—
—
—
38,803
—
38,803
As of December 31, 2019 (in $ thousands)
(ii) Liabilities as per statement of financial position
Other liabilities
Trade payables
Derivative financial instruments
Finance lease liabilities
Borrowings
Total
Liabilities at fair
value through
profit or loss
Amortized
cost
—
—
3,024
—
—
3,024
88,403
836,204
—
338,765
2,188,674
3,452,046
F-83
153,527
1,572
918,438
816,157
537,882
2,427,576
Total
86,070
1,004,216
6,358
294,103
1,722,893
3,113,640
406,370
1,196
950,569
215,273
519,965
2,093,373
Total
88,403
836,204
3,024
338,765
2,188,674
3,455,070
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
28.
FINANCIAL RISK MANAGEMENT (continued)
Fair Value by Hierarchy
Following the requirements contained in IFRS 13, Ternium categorizes each class of financial instrument measured at fair value
in the statement of financial position into three levels, depending on the significance of the judgment associated with the inputs
used in making the fair value measurements:
–
quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 1 comprises financial assets and financial liabilities whose fair values have been determined on the basis of
–
Level 2 includes financial assets and financial liabilities for which fair values have been estimated using inputs other
than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or
indirectly (i.e. derived from prices).
–
on observable market data (unobservable inputs).
Level 3 comprises financial instruments for which inputs to estimate fair value of the assets or liabilities are not based
The following table presents the assets and liabilities that are measured at fair value as of December 31, 2020 and 2019:
Description
Financial assets at fair value through profit or loss / OCI
Cash and cash equivalents
Other investments
Derivative financial instruments
Total assets
Financial liabilities at fair value through profit or loss / OCI
Derivative financial instruments
Total liabilities
Description
Financial assets at fair value through profit or loss / OCI
Cash and cash equivalents
Other investments
Derivative financial instruments
Total assets
Financial liabilities at fair value through profit or loss / OCI
Derivative financial instruments
Total liabilities
Fair value measurement as of December 31, 2020
(in $ thousands):
Total
Level 1
Level 2
Level 3 (*)
259,020
236,240
1,572
259,020
233,611
—
496,832
492,631
6,358
6,358
—
—
—
—
1,572
1,572
6,358
6,358
Fair value measurement as of December 31, 2019
(in $ thousands):
Total
Level 1
Level 2
Level 3
199,877
38,803
1,196
199,877
38,803
—
239,876
238,680
3,024
3,024
—
—
—
—
1,196
1,196
3,024
3,024
—
2,629
—
2,629
—
—
—
—
—
—
—
—
(*) The fair value of financial instruments classified as level 3 is not obtained from observable market information, but from measurements of the asset
portfolio at market value provided by the fund manager. The evolution of such instruments during the year ended December 31, 2020, corresponds to the initial
investment and to the changes in its fair value.
F-84
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
28.
FINANCIAL RISK MANAGEMENT (continued)
There were no significant transfers between Level 1 and Level 2 of the fair value hierarchy and there were no transfers from
Level 1 and Level 2 to Level 3.
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market
is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group,
pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s
length basis. The quoted market price used for financial assets held by Ternium is the current mid price. These instruments are
included in Level 1 and comprise primarily corporate and sovereign debt securities.
The fair value of financial instruments that are not traded in an active market (such as certain debt securities, certificates of
deposits with original maturity of more than three months, forward and interest rate derivative instruments) is determined by
using valuation techniques which maximize the use of observable market data when available and rely as little as possible on
entity specific estimates. If all significant inputs required to value an instrument are observable, the instrument is included in
Level 2. Ternium values its assets and liabilities included in this level using mid prices, interest rate curves, broker quotations,
current exchange rates and forward rates volatilities obtained from market contributors as of the valuation date.
If one or more of the significant inputs are not based on observable market data, the instruments are included in Level 3.
Ternium values its assets and liabilities in this level using observable market inputs, information provided by fund managers
and management assumptions which reflect the Company’s best estimate on how market participants would price the asset or
liability at measurement date.
3)
Accounting for derivative financial instruments and hedging activities
Derivative financial instruments are initially recognized in the statement of financial position at cost and subsequently measured
at fair value. Changes in fair value are disclosed under “Other financial income (expenses), net” line item in the income
statement. Ternium does not hedge its net investments in foreign entities.
Ternium designates certain derivatives as hedges of a particular risk associated with a recognized asset or liability or a highly
probable forecast transaction. These transactions are classified as cash flow hedges (mainly interest rate swaps). The effective
portion of the fair value of derivatives that are designated and qualify as cash flow hedges is recognized within other
comprehensive income. Amounts accumulated in other comprehensive income are recognized in the income statement in the
same period than any offsetting losses and gains on the hedged item. The gain or loss relating to the ineffective portion is
recognized immediately in the income statement. The fair value of Ternium derivative financial instruments (asset or liability)
continues to be reflected on the statement of financial position.
For transactions designated and qualifying for hedge accounting, Ternium documents at inception the relationship between
hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge
transactions. The Company also documents its assessment, both at hedge inception and on an ongoing basis, of whether the
derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged
items. At December 31, 2020, the effective portion of designated cash flow hedges amounts to $(0.2) million (net of taxes) and
is included as “Cash flow hedges” line item in the statement of comprehensive income.
F-85
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
28.
FINANCIAL RISK MANAGEMENT (continued)
The fair values of various derivative instruments used for hedging purposes are disclosed in Note 21. The full fair value of a
hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than
12 months and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months.
Changes in the fair value of any derivative instruments that do not qualify for hedge accounting under IAS 39 are recognized
immediately in the income statement.
4)
Fair value estimation
The estimated fair value of a financial instrument is the amount at which the instrument could be exchanged in a current
transaction between willing parties, other than in a forced or liquidation sale.
For the purpose of estimating the fair value of financial assets and liabilities with maturities of less than one year, the Company
uses the market value less any estimated credit adjustments. For other investments, the Company uses quoted market prices.
As most borrowings incorporate floating rates that approximate market rates and the contractual repricing occurs mostly every
one month, the fair value of the borrowings approximates their carrying amount and it is not disclosed separately.
In assessing the fair value of derivatives and other financial instruments, Ternium uses a variety of methods, including, but not
limited to, estimated discounted value of future cash flows using assumptions based on market conditions existing at each year
end.
29.
THE COVID-19 PANDEMIC AND ITS IMPACT ON TERNIUM
A novel strain of coronavirus (SARS-CoV-2) was reported to have surfaced in China in December 2019, spreading to the rest
of the world in the first quarter of 2020. In March 2020, the World Health Organization declared COVID-19, the disease caused
by the SARS-CoV-2 virus, a global pandemic. The COVID-19 outbreak is impacting economic activity worldwide.
As a result of the COVID-19 pandemic, the steel industry in the Americas experienced during the second quarter of 2020
significant decreases in capacity utilization to adapt to lockdowns and/or weak demand in most of its markets. This situation
improved during the second half of 2020, and as of the end of the year most of the steel industry has significantly increased
production levels.
The second quarter was the hardest hit in 2020 by the effects of lower production and reduced shipments tied to the COVID-19
pandemic. Each jurisdiction where Ternium operates adopted specific measures in response to the pandemic and the Company
adjusted its operations on a country-by-country basis to comply with applicable rules and requirements and adapt to a rapidly
evolving scenario. Even though the effects of the pandemic in steel demand abated during the third quarter of 2020, and as of
the issue date of these consolidated financial statements all of Ternium’s industrial facilities are back to normal production
levels, uncertainty persists regarding the extent and timing of the future spread of COVID-19 and the imposition or relaxation
of protective measures in the future.
F-86
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
29.
THE COVID-19 PANDEMIC AND ITS IMPACT ON TERNIUM (continued)
In order to safeguard the health and safety of its employees, customers and suppliers, Ternium continues to apply preventive
measures, including remote working for a significant portion of white collar employees, implementing a special operations
protocol to ensure social distancing and providing medical assistance and supplies to onsite employees. As of the date of these
consolidated financial statements, remote work and other work arrangements have not materially adversely affected Ternium's
ability to conduct operations. In addition, these alternative working arrangements have not adversely affected our financial
reporting systems, internal control over financial reporting or disclosure controls and procedures.
The Company took several measures during the second quarter of 2020 to cope with the pandemic, including the rescheduling
of certain capital expenditures and the withdrawal of the annual dividend payment for the 2019 fiscal year. This, together with a
significant improvement in the steel business environment during the second half of 2020, resulted in strengthened cash flows
and financial condition as of the issue date of these consolidated financial statements.
In 2020, cash flows from operating activities amounted to $1,761 million, and capital expenditures were $560 million. With
total borrowings less cash and cash equivalents and other current and non-current investments of $371 million as of December
31, 2020 and a manageable debt amortization schedule, Ternium has in place non-committed credit facilities and management
believes it has adequate access to the credit markets. Considering its financial position and the funds provided by operating
activities, management believes that the Company has sufficient resources to satisfy its current working capital needs and
service its debt. Management also believes that Ternium's liquidity and capital resources give adequate flexibility to manage the
revised capital spending programs and address short-term changes in business conditions, and that it is unlikely that Ternium
will not be able to meet its financial covenants. Similarly, management does not expect to disclose or incur any material
COVID-19-related contingencies.
30.
FOREIGN EXCHANGE RESTRICTIONS IN ARGENTINA
Ternium’s Argentine subsidiary, Ternium Argentina S.A., is currently operating in a complex and volatile economic
environment. The recession the Argentine economy was going through at the end of 2019 coupled with the effects of the
COVID-19 outbreak in March 2020 significantly affected economic activity and macroeconomic variables in the country.
Starting in September 2019, the Argentine Central Bank has been imposing increasingly restrictive regulations on foreign
exchange transactions, aimed at avoiding further deterioration of a low level of foreign currency reserves. These measures have
not had a significant effect on Ternium Argentina’s ability to access the foreign exchange market for commercial payments.
Access to the Argentine foreign exchange market to pay dividends and services to related parties requires prior central bank
approval, which is granted on a very restricted basis. Current Argentine Central Bank regulations deter companies from
converting its Argentine Pesos (ARS) holdings via alternate means due to consequent loss of access to the official foreign
exchange market.
Ternium Argentina stated in its annual accounts as of and for the year ended December 31, 2020, that revenues amounted to
$1,823 million (2019: $1,789 million), net profit from continuing operations to $268 million (2019: $131 million), total assets
to $3,268 million (2019: $2,969 million), total liabilities to $430 million (2019: $338 million) and shareholders’ equity to
$2,838 million (2019: $2,631 million).
F-87
TERNIUM S.A.
Consolidated Financial Statements as of December 31, 2020 and 2019
and for the years ended December 31, 2020, 2019 and 2018
30.
FOREIGN EXCHANGE RESTRICTIONS IN ARGENTINA (continued)
Ternium Argentina’s financial position in ARS as of December 31, 2020, amounted to $278 million in monetary assets and
$165 million in monetary liabilities. Our Argentine subsidiary’s ARS denominated assets and liabilities are valued at the
prevailing official exchange rate.
Although most of Ternium Argentina’s cash holdings are either denominated or payable in ARS, our exposure to the ARS as of
December 31, 2020 was diminished due to hedging strategies using derivative instruments as well as the investment in US
dollar and inflation-linked securities.
As the context of volatility and uncertainty remains in place as of the issue date of these consolidated financial statements,
additional Argentine Central Bank regulations that could be imposed in the future could further restrict our Argentine
subsidiary’s ability to access the official foreign exchange market.
Pablo Brizzio
Chief Financial Officer
F-88
Item 19. Exhibits
Exhibit
Number
Description
1.1
2.1
4.1
4.3
7.2
8.1
12.1
12.2
13.1
13.2
*
**
***
Consolidated Articles of Association of Ternium S.A., dated as of June 5, 2020
Deposit Agreement entered into between Ternium S.A. and The Bank of New York*
Shareholders’ Agreement, dated January 9, 2006, between Tenaris S.A. and Inversora Siderurgica Limited**
Shareholders Agreement, dated April 10, 2018, between Nippon Steel & Sumitomo Metal Corporation,
Nippon Usiminas Co., Ltd., Ternium Investments S.à r.l., Confab Industrial S.A., Prosid Investments S.A.,
Ternium Argentina S.A., Previdência Usiminas, Metal One Corporation and Mitsubishi Corporation do Brasil
S.A. ***
Statement explaining alternative performance measures
List of subsidiaries of Ternium S.A.
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Incorporated by reference to the Registration Statement on Form F-6, filed by Ternium S.A. on January 11,
2006 (File No. 333-130952).
Incorporated by reference to the Registration Statement on Form F-1, filed by Ternium S.A. on January 27,
2006 (File No. 333-130950).
Incorporated by reference to the Annual Report on Form 20-F, filed by Ternium S.A. on April 24, 2018 (File
No. 001-32734 18771303).
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused
and authorized the undersigned to sign this annual report on its behalf.
SIGNATURE
TERNIUM S.A.
Name:
Title:
Pablo Brizzio
Chief Financial Officer
Date: March 31, 2021