United States securities and exchange commission logo
June 30, 2022
Pablo Brizzio
Chief Financial Officer
Ternium S.A.
26 Boulevard Royal 4th floor
L-2449 Luxembourg
Re: Ternium S.A.
Form 20-F for the
Year Ended December 31, 2021
Form 6-K furnished
April 27, 2022
File No. 1-32734
Dear Mr. Brizzio:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 6-K furnished April 27, 2022
Earnings Release for the First Quarter 2022, page 10
1. We note that your
reconciliation of EBITDA begins with operating income. Please note
that EBITDA should be
reconciled to the most comparable IFRS measure which is net
income. Please revise
accordingly. See Question 103.02 in the SEC Staff's Compliance
& Disclosure
Interpretation on Non-GAAP Financial Measures.
2. We note your disclosure
on page 3 of EBITDA by segment. Please revise to include a
reconciliation of this
measure to the most comparable IFRS measure.
Form 20-F for the Year Ended December 31, 2021
Item 4. Information on the Company
Mine Production Facilities, page 39
Pablo Brizzio
FirstName LastNamePablo Brizzio
Ternium S.A.
Comapany
June NameTernium S.A.
30, 2022
June 30,
Page 2 2022 Page 2
FirstName LastName
3. Item 1303(a)(1)(i) requires all mines in which you have a direct or
indirect economic
interest to be included in the summary disclosure. Please tell us why
the mining
operations owned by USIMINAS were not included in your mineral
property summary
disclosure as required by Item 1303(a)(2) of Regulation S-K.
4. We note disclosure on page 42 that none of your iron ore mines is
considered to be
material on an individual basis. Please tell us how you assess mining
property materiality
and how you made this determination. In your response, to the extent
applicable, please
address the availability of alternative sources of iron ore and cost
savings associated with
internal iron ore sourcing versus external iron ore sourcing.
5. Please revise to include the internal control disclosure required
under Item 1305 of
Regulation S-K.
Item 5. Operating and Financial Review and Prospects
Critical Accounting Estimates, page 73
6. We note that your Critical Accounting Estimates section on page 73 of
MD&A refers to
Note 3(bb). Please revise your disclosure for compliance with the
requirements in Item
303 of Regulation S-K. In this regard, your disclosure should provide
qualitative and
quantitative information necessary to understand the estimation
uncertainty and the impact
the critical accounting estimate has had or is reasonably likely to
have on financial
condition or results of operations to the extent the information is
material and reasonably
available. This information should include why each critical
accounting estimate is
subject to uncertainty and, to the extent the information is material
and reasonably
available, how much each estimate and/or assumption has changed over a
relevant period,
and the sensitivity of the reported amount to the methods, assumptions
and estimates
underlying its calculation. Please revise accordingly.
Note 4. Segment Information, page F-40
7. We note your disclosure that the reportable Steel segment comprises
four operating
segments: Mexico, Southern Region, Brazil and Other markets. You also
disclose that the
four operating 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. Please
explain to us how you
have determined that aggregation of these four operating segments is
appropriate under
paragraph 12 of IFRS 8. As part of your response, please provide us
with your
aggregation analysis which includes consideration of economic
similarities as well as each
consideration outlined in paragraph 12 of IFRS 8.
8. We note that in your disclosure of segment information, you present
several segment
measures of profit or loss. Please tell us how your presentation of
more than one measure
of segment profit or loss complies with the guidance in paragraph 26
of IFRS 8.
Pablo Brizzio
Ternium S.A.
June 30, 2022
Page 3
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact John Coleman at 202-551-3610 for mining related
questions, and
Charles Eastman at 202-551-3794 or Claire Erlanger at 202-551-3301 with any
other questions.
FirstName LastNamePablo Brizzio Sincerely,
Comapany NameTernium S.A.
Division of
Corporation Finance
June 30, 2022 Page 3 Office of
Manufacturing
FirstName LastName