form6k.htm


FORM 6 - K
 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
 
 
As of 11/5/2008
 
 
Ternium S.A.
(Translation of Registrant's name into English)
 
 
Ternium S.A.
46a, Avenue John F. Kennedy
L-1855 Luxembourg
(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or 40-F.

Form 20-F þ  Form 40-F o
 
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.
 
Yes o  No þ
 
 
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
Not applicable
 


 
 

 

The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended.
 
This report contains Ternium S.A.’s consolidated financial statements as of September 30, 2008.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
TERNIUM S.A.
 
 
 
By: /s/ Roberto Philipps   By: /s/ Daniel Novegil
Name: Roberto Philipps     Name: Daniel Novegil
Title: Chief Financial Officer      Title: Chief Executive Officer
 
 
Dated: November 5, 2008
 

 
TERNIUM S.A.
 
 
 
CONSOLIDATED CONDENSED INTERIM
FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2008
AND FOR THE NINE-MONTH PERIODS
ENDED SEPTEMBER 30, 2008 AND 2007
 
 
 
46a, Avenue John F. Kennedy, 2nd floor
L – 1855
R.C.S. Luxembourg : B 98 668

 
 

 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Ternium S.A.:


We have reviewed the accompanying consolidated condensed balance sheet of Ternium S.A. and its subsidiaries (“Ternium”) as of September 30, 2008, and the related consolidated condensed statements of income and of changes in shareholders’ equity for the nine-month periods ended September 30, 2008 and 2007 and the consolidated condensed statements of cash flows for the nine-month periods ended September 30, 2008 and 2007. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated condensed interim financial statements for them to be in conformity with International Financial Reporting Standards.

As further explained in Note 12, in May 2008 the Government of Venezuela passed a decree providing for the transformation of Sidor C.A. and its subsidiaries into state-owned enterprises ("empresas del Estado").  At the date of issue of these financial statements the Government of Venezuela and the Company's management have not come to an agreement regarding the conditions under which all or a significant part of Ternium's interest in Sidor will be transferred to Venezuela. Accordingly, it is not possible to foresee the outcome of the nationalization process and its impact on the financial statements of Ternium, including the valuation of Ternium's investment in Sidor.

We previously audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2007, and the related consolidated statements of income, of changes in shareholders’ equity and of cash flows for the year then ended (not presented herein), and in our report dated February 26, 2008 we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet information as of December 31, 2007, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

Buenos Aires, Argentina

November 5, 2008

 
PRICE WATERHOUSE & CO. S.R.L.
   
   
by
(Partner)
Marcelo D. Pfaff

 
 

 
 
TERNIUM S.A.
Consolidated condensed interim financial statements as of September 30, 2008
 and for the nine-month periods ended September 30, 2008 and 2007
(All amounts in USD thousands)
 
CONSOLIDATED CONDENSED INTERIM INCOME STATEMENTS
 
         
Three-month period ended September 30
    Nine-month period ended September 30  
   
Notes
   
2008
   
2007
   
2008
   
2007
 
   
 
   
(Unaudited)
   
(Unaudited)
 
Continuing operations
                             
Net sales
 
3
      2,447,675       1,506,073       6,775,149       3,936,741  
Cost of sales
 
3 & 4
      (1,732,798 )     (1,141,354 )     (4,769,687 )     (2,951,035 )
                                       
Gross profit
 
3
      714,877       364,719       2,005,462       985,706  
                                       
Selling, general and administrative expenses
 
3 & 5
      (186,222 )     (143,787 )     (514,599 )     (354,829 )
Other operating  (expenses) income, net
 
3
      (3,773 )     1,544       7,639       4,681  
                                       
Operating income
 
3
      524,882       222,476       1,498,502       635,558  
                                       
Interest expense
          (29,058 )     (47,146 )     (103,448 )     (71,664 )
Interest income
          2,182       12,944       26,325       27,892  
Other financial expenses, net
 
6
      (156,789 )     (53,745 )     (38,393 )     (47,588 )
                                       
Equity in (losses) earnings of associated companies
          (120 )     (331 )     770       (1,154 )
                                       
Income before income tax expense
          341,097       134,198       1,383,756       543,044  
                                       
Income tax (expense) benefit
                                     
Current and deferred income tax expense
          (91,105 )     (63,720 )     (407,519 )     (224,729 )
Reversal of deferred statutory profit  sharing
 
9
      -       -       96,265       -  
                                       
Income from continuing operations
          249,992       70,478       1,072,502       318,315  
                                       
Discontinued operations
                                     
(Loss) Income from discontinued operations
 
12
      (2,842 )     143,521       157,095       462,264  
                                       
Net income for the period
          247,150       213,999       1,229,597       780,579  
                                       
Attributable to:
                                     
Equity holders of the Company
          211,653       159,819       1,049,411       618,878  
Minority interest
          35,497       54,180       180,186       161,701  
            247,150       213,999       1,229,597       780,579  
                                       
Weighted average number of shares outstanding
          2,004,743,442       2,004,743,442       2,004,743,442       2,004,743,442  
Basic and diluted earnings per share for profit attributable to the equity holders of the Company (expressed in USD per share)
          0.11       0.08       0.52       0.31  
 
The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2007.

 
-2-

 
 
TERNIUM S.A.
Consolidated condensed interim financial statements as of September 30, 2008
 and for the nine-month periods ended September 30, 2008 and 2007
(All amounts in USD thousands)
 
CONSOLIDATED CONDENSED BALANCE SHEETS
 
     
Notes
   
September 30, 2008
   
December 31, 2007 (1)
 
ASSETS
       
(Unaudited)
             
Non-current assets
       
 
                   
Property, plant and equipment, net
   
7
      5,029,455             6,858,779        
Intangible assets, net
   
8
      1,421,966             1,452,230        
Investments in associated companies
            4,595             44,042        
Other investments, net
            17,018             14,815        
Deferred tax assets
            5,358             31,793        
Receivables, net
            57,256       6,535,648       217,638       8,619,297  
                                         
Current assets
                                       
Receivables
            152,425               426,038          
Derivative financial instruments
            139               577          
Inventories, net
            2,761,104               1,913,051          
Trade receivables, net
            952,348               847,827          
Available for sale assets – discontinued operations
   
12 (ii)
      1,318,900                          
Other investments
            89,094               65,337          
Cash and cash equivalents
            612,472       5,886,482       1,126,041       4,378,871  
                                         
Non-current assets classified as held for sale
                    6,273               769,142  
                      5,892,755               5,148,013  
                                         
Total assets
                    12,428,403               13,767,310  
                                         
EQUITY
                                       
Capital and reserves attributable to the company’s equity holders
                    5,516,893               4,452,680  
                                         
Minority interest
                    1,215,126               1,914,210  
                                         
Total equity
                    6,732,019               6,366,890  
                                         
LIABILITIES
                                       
Non-current liabilities
                                       
Provisions
            30,684               57,345          
Deferred income tax
            1,059,187               1,337,039          
Other liabilities
            174,848               336,500          
Trade payables
            -               6,690          
Borrowings
            2,322,814       3,587,533       3,677,497       5,415,071  
 
                                       
Current liabilities
                                       
Current tax liabilities
            250,359               184,766          
Other liabilities
            134,295               182,239          
Trade payables
            809,983               983,884          
Derivative financial instruments
            29,865               13,293          
Borrowings
            884,349       2,108,851       407,404       1,771,586  
                                         
Liabilities directly associated with non-current assets classified as held for sale
                    -               213,763  
                                         
                      2,108,851               1,985,349  
                                         
Total liabilities
                    5,696,384               7,400,420  
                                         
Total equity and liabilities
                    12,428,403               13,767,310  
 
Contingencies, commitments and restrictions to the distribution of profits are disclosed in Note 11.
 
(1) According to IFRS 5, balances related to Sidor have been consolidated on a line-by-line basis as of December 31, 2007.
 
The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2007.

 
-3-

 

TERNIUM S.A.
Consolidated condensed interim financial statements as of September 30, 2008
 and for the nine-month periods ended September 30, 2008 and 2007
(All amounts in USD thousands)
 
CONSOLIDATED CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 
   
Attributable to the Company’s equity holders (1)
                         
                               
   
Capital stock (2)
   
Initial public offering expenses
   
Revaluation and other reserves (3)
   
Capital stock issue discount (4)
   
Currency translation adjustment
   
Retained earnings
   
Total
   
Minority interest
   
Total
Equity
 
                                                       
Balance at January 1, 2008
    2,004,744       (23,295 )     1,946,962       (2,324,866 )     (110,739 )     2,959,874       4,452,680       1,914,210       6,366,890  
                                                                         
Currency translation adjustment
                                    126,977  (5)             126,977       31,191       158,168  
                                                                         
Net income for the period
                                            1,049,411       1,049,411       180,186       1,229,597  
                                                                         
Change in fair value of cash flow hedge net of taxes)
                    (11,938 )                             (11,938 )     (1,524 )     (13,462 )
                                                                         
Total recognized income for the period
                    (11,938 )             126,977       1,049,411       1,164,450       209,853       1,374,303  
                                                                         
Reversal of revaluation reserves related to discontinued operations (6)
                    (91,696 )                     91,696       -       -       -  
                                                                         
Dividends paid in cash and other distributions
                    (100,237 )                             (100,237 )     -       (100,237 )
                                                                         
Dividends paid in cash and other distributions by subsidiary companies
                                                            (19,595 )     (19,595 )
                                                                         
Minority interest in discontinued operations
                                                            (889,342 )     (889,342 )
                                                                         
Balance at September 30, 2008 (unaudited)
    2,004,744       (23,295 )     1,743,091       (2,324,866 )     16,238       4,100,981       5,516,893       1,215,126       6,732,019  

 
 
(1)
Shareholders’ equity determined in accordance with accounting principles generally accepted in Luxembourg is disclosed in Note 11 (ii).
 
(2)
At September 30, 2008, the Capital Stock adds up to 2,004,743,442 shares at a nominal value of USD 1 each.
 
(3)
See Note 2.
 
(4)
Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.
 
(5)
Includes an increase of  USD 151.5 million corresponding to the currency translation adjustment from discontinued operations.
 
(6)
Corresponds to the reversal of the revaluation reserve recorded in fiscal year 2005, representing the excess of fair value over the book value of Ternium’s pre-acquisition interest in the net assets of Sidor.
 
Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated condensed interim financial statements may not be wholly distributable. See Note 11 (ii).
 
The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2007.

 
-4-

 
 
TERNIUM S.A.
Consolidated condensed interim financial statements as of September 30, 2008
 and for the nine-month periods ended September 30, 2008 and 2007
(All amounts in USD thousands)
 
CONSOLIDATED CONDENSED INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (continued)
 
   
Attributable to the Company’s equity holders (1)
                         
                                                       
   
Capital stock (2)
   
Initial public offering expenses
   
Revaluation and other reserves (3)
   
Capital stock issue discount (4)
   
Currency translation adjustment
   
Retained earnings
   
Total
   
Minority interest
   
Total
Equity
 
                                                       
Balance at January 1, 2007
    2,004,744       (23,295 )     2,047,199       (2,324,866 )     (121,608 )     2,175,384       3,757,558       1,729,583       5,487,141  
                                                                         
Currency translation adjustment
                                    5,663               5,663       (14,927 )     (9,264 )
                                                                         
Net income for the period
                                            618,878       618,878       161,701       780,579  
                                                                         
Total recognized income for the period
                                    5,663       618,878       624,541       146,774       771,315  
                                                                         
Dividends paid in cash and other distributions
                    (100,237 )                             (100,237 )     -       (100,237 )
                                                                         
Dividends paid in cash and other distributions by subsidiary companies
                                                            (20,000 )     (20,000 )
                                                                         
Contributions from shareholders in consolidated subsidiaries
                                                            1,119       1,119  
                                                                         
Acquisition of business
                                                            (130 )     (130 )
                                                                         
Balance at September 30, 2007 (unaudited)
    2,004,744       (23,295 )     1,946,962       (2,324,866 )     (115,945 )     2,794,262       4,281,862       1,857,346       6,139,208  

 

 
 
(1)
Shareholders’ equity determined in accordance with accounting principles generally accepted in Luxembourg is disclosed in Note 11 (ii).
 
(2)
At September 30, 2008, the Capital Stock adds up to 2,004,743,442 shares at a nominal value of USD 1 each.
 
(3)
See Note 2.
 
(4)
Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.
 
Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated condensed interim financial statements may not be wholly distributable. See Note 11 (ii).

The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2007.

 
-5-

 
 
TERNIUM S.A.
Consolidated condensed interim financial statements as of September 30, 2008
 and for the nine-month periods ended September 30, 2008 and 2007
(All amounts in USD thousands)
 
CONSOLIDATED CONDENSED INTERIM CASH FLOW STATEMENTS
 
 
Notes
   
Nine-month period ended September, 30
       
2008
   
2007
       
(Unaudited)
Cash flows from operating activities
           
Income from continuing operations
      1,072,502       318,315  
Adjustments for:
                 
Depreciation and amortization
7 & 8
    324,379       240,761  
Income tax accruals less payments
      112,709       (16,936 )
Equity in (earnings) losses of associated companies
      (770 )     1,155  
Interest accruals less payments
      (85,707 )     32,654  
Changes in  provisions and allowances
      161,993       (6,635 )
Changes in working capital
      (1,674,266 )     145,104  
Others
      35,839       41,934  
Net cash (used in) provided by operating activities
      (53,321 )     756,352  
                   
Cash flows from investing activities
                 
Capital expenditures
7 & 8
    (420,230 )     (247,070 )
Proceeds from the sale of property, plant and equipment
      1,441       6,708  
Acquisition of business
                 
Purchase consideration
      -       (1,728,804 )
Cash acquired
      -       190,087  
Income tax credit paid on business acquisition
      -       (297,700 )
Increase in other investments
      (23,757 )     (64,527 )
Proceeds from the sale of discontinued operations
12(i)
    718,635       -  
Discontinued operations
12 (iv)
    242,370       385,176  
Net cash provided by (used in) investing activities
      518,459       (1,756,130 )
                   
Cash flows from financing activities
                 
Dividends paid in cash and other distributions
      (100,237 )     (100,237 )
Dividends paid in cash and other distributions by subsidiary companies
      (19,595 )     (20,000 )
Contributions from minority shareholders in consolidated subsidiaries
      -       1,119  
Proceeds from borrowings
      371,973       3,981,966  
Repayments of borrowings
      (1,073,976 )     (2,417,147 )
Net cash (used in) provided by financing activities
      (821,835 )     1,445,701  
                   
(Decrease)/Increase in cash and cash equivalents
      (356,697 )     445,923  
                   
Movement in cash and cash equivalents
                 
At January 1,
      1,126,041       633,002  
Effect of exchange rate changes
      1,022       (175 )
(Decrease)/Increase in cash and cash equivalents
      (356,697 )     445,923  
Cash & cash equivalents of discontinued operations at March 31, 2008
      (157,894 )     -  
Cash and cash equivalents at September 30,
      612,472       1,078,750  
 
The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2007.

 
-6-

 
 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements
 
 
 
INDEX TO THE NOTES TO THE CONSOLIDATED CONDENSED INTERIM FINANCIAL STATEMENTS
 

-7-

 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 
 

Ternium S.A. (the “Company” or “Ternium”), a Luxembourg Corporation (Societé Anonyme), was incorporated on December 22, 2003 under the name of Zoompart Holding S.A. to hold investments in flat and long steel manufacturing and distributing companies. The extraordinary shareholders’ meeting held on August 18, 2005, changed the corporate name to Ternium S.A.
 
Following a corporate reorganization carried out during fiscal year 2005, in January 2006 the Company successfully completed its registration process with the United States Securities and Exchange Commission (“SEC”). As from February 1, 2006, the Company’s shares are listed in the New York Stock Exchange.
 
The name and percentage of ownership of subsidiaries that have been included in consolidation in these Consolidated Condensed Interim Financial Statements is disclosed in Note 2 to the audited Consolidated Financial Statements for the year ended December 31, 2007, except as explained in Note 12.

As Ternium no longer has operating control of Sidor, the results of operations and cash flows generated by Sidor prior to its classification as an available-for-sale asset were presented as discontinued operations in these financial statements. Comparative figures were re-presented for consistency as required by IFRS 5.

In addition, certain comparative amounts have been reclassified to conform to changes in presentation in the current period.

The preparation of consolidated condensed interim financial statements requires management to make estimates and assumptions that might affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the balance sheet dates, and also the reported amounts of revenues and expenses for the reported periods. Actual results may differ from these estimates.

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

These Consolidated Condensed Interim Financial Statements were approved by the Board of Directors of Ternium on November 5, 2008.



These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, “Interim Financial Reporting”. The accounting policies used in the preparation of these Consolidated Condensed Interim Financial Statements are consistent with those used in the audited Consolidated Financial Statements for the year ended December 31, 2007. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2007, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

Recently issued accounting pronouncements were applied by the Company as from their respective dates.

As mentioned in Note 4 (g) to the audited Consolidated Financial Statements at December 31, 2007, 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 period end are valued at supplier’s invoice cost. Net realizable value is the estimated selling price in the ordinary course of business, less the costs of completion and selling expenses. During the nine-month period ended September 30, 2008, the Company included an adjustment for net realizable value of USD 131.7 million.

-8-

 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 
 
Accounting policies (continued)

A detail of the accounting policies followed by the Company in the preparation of these financial statements, other than those followed in the preparation of the audited Consolidated Financial Statements for the year ended December 31, 2007 follows:

-
Accounting for 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 and commodities contracts). The effective portion of the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in equity. Amounts accumulated in equity 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 Balance Sheet.

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 September 30, 2008, the effective portion of designated cash flow hedges amounts to USD 11.9 million (net of taxes for USD 4.6 million) and is included as “Change in fair value of cash flow hedge (net of taxes)” under  “Revaluation and other reserves” line item in the Statement of changes in shareholders’ equity.
 
 
 
Primary reporting format – business segments

Business segments: for management purposes, the Company is organized on a worldwide basis into the following segments: flat steel products, long steel products and others.

The flat steel products segment comprises the manufacturing and marketing of hot rolled coils and sheets, cold rolled coils and sheets, tin plate, welded pipes, hot dipped galvanized and electrogalvanized sheets, pre-painted sheets and other tailor-made products to serve its customers’ requirements.

The long steel products segment comprises the manufacturing and marketing of billets (steel in its basic, semifinished state), wire rod and bars.

The other products segment includes products other than flat and long steel, mainly pig iron and pellets.

   
Flat steel products
   
Long steel products
   
Other
   
Total
 
   
(Unaudited)
 
Nine-month period ended September 30, 2008
                       
                         
Net sales
    5,716,564       840,583       218,002       6,775,149  
Cost of sales
    (4,104,752 )     (530,657 )     (134,278 )     (4,769,687 )
                                 
Gross profit
    1,611,812       309,926       83,724       2,005,462  
                                 
Selling, general and administrative expenses
    (430,767 )     (59,762 )     (24,070 )     (514,599 )
Other operating income, net
    1,168       2,304       4,167       7,639  
                                 
Operating income
    1,182,213       252,468       63,821       1,498,502  
                                 
Depreciation - PP&E
    236,135       21,569       5,172       262,876  

-9-

 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 
 
3
Segment information (continued)
 
   
Flat steel products
   
Long steel products
   
Other
   
Total
 
   
(Unaudited)
 
Nine-month period ended September 30, 2007
                       
                         
Net sales
    3,239,666       574,614       122,461       3,936,741  
Cost of sales
    (2,459,964 )     (419,960 )     (71,111 )     (2,951,035 )
                                 
Gross profit
    779,702       154,654       51,350       985,706  
                                 
Selling, general and administrative expenses
    (296,549 )     (48,013 )     (10,267 )     (354,829 )
Other operating income, net
    1,937       1,734       1,010       4,681  
                                 
Operating income
    485,090       108,375       42,093       635,558  
                                 
Depreciation - PP&E
    181,477       26,420       7,998       215,895  
 
 
Secondary reporting format - geographical segments

The secondary reporting format is based on a geographical location. Ternium sells its products to three main geographical areas: South and Central America, North America, and Europe and others. The North American segment comprises principally United States, Canada and Mexico. The South and Central American segment comprises principally Argentina, Brazil, Colombia, Chile, Paraguay and Ecuador.
 
   
South and Central
America
   
North America
   
Europe and others
   
Total
 
   
(Unaudited)
 
Nine-month period ended September 30, 2008
                       
Net sales
    2,388,553       4,331,324       55,272       6,775,149  
                                 
Depreciation – PP&E
    102,142       160,711       23       262,876  
                                 
                                 
Nine-month period ended September 30, 2007
                               
Net sales
    1,507,595       2,302,351       126,795       3,936,741  
                                 
Depreciation – PP&E
    93,995       121,871       29       215,895  
 
-10-


TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 
 
4
 
   
Nine-month period ended September 30,
 
   
2008
   
2007
 
   
(Unaudited)
 
Inventories at the beginning of the year
    1,913,051             1,241,325        
Acquisition of business
                  501,304        
Adjustment corresponding to inventories from discontinued operations
    (455,013 )     1,458,038       (337,041 )     1,405,588  
                                 
Plus: Charges for the period
                               
Raw materials and consumables used and other movements
            4,896,132               2,202,482  
Services and fees
            119,208               81,522  
Labor cost
            377,145               246,247  
Depreciation of property, plant and equipment
            258,333               209,230  
Amortization of intangible assets
            14,744               11,900  
Maintenance expenses
            227,452               163,729  
Office expenses
            6,951               4,795  
Freight and transportation
            30,617               22,344  
Insurance
            6,231               4,113  
Obsolescence and valuation allowance
            158,968               (3,933 )
Recovery from sales of scrap and by-products
            (56,921 )             (51,705 )
Others
            33,893               49,038  
                                 
Less: Inventories at the end of the period
    (2,761,104 )             (1,982,507 )        
Adjustment corresponding to inventories from discontinued operations
    -       (2,761,104 )     588,192       (1,394,315 )
Cost of sales
            4,769,687               2,951,035  
 
 
 
 
 
Nine-month period ended September 30,
 
   
2008
   
2007
 
   
(Unaudited)
 
Services and fees
    48,833       33,201  
Labor cost
    154,247       111,008  
Depreciation of  property plant and equipment
    4,543       6,665  
Amortization of intangible assets
    46,759       12,966  
Maintenance expenses
    6,120       7,605  
Taxes
    64,410       45,421  
Office expenses
    24,455       15,157  
Freight and transportation
    144,400       111,098  
Insurance
    992       1,075  
Recovery for doubtful accounts
    (953 )     (3,555 )
Others
    20,793       14,188  
Selling, general and administrative expenses
    514,599       354,829  

-11-

 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 
 
 
   
Nine-month period ended September 30,
 
   
2008
   
2007
 
   
(Unaudited)
 
             
Net foreign exchange transaction gains and change in fair value of derivative instruments
    (13,688 )     (33,239 )
Debt issue costs
    (10,102 )     (6,834 )
Others
    (14,603 )     (7,515 )
Other financial expenses, net
    (38,393 )     (47,588 )
 
 
 
   
Nine-month period ended September 30,
 
   
2008
   
2007
 
   
(Unaudited)
 
At the beginning of the year
    6,858,779             5,420,683        
Adjustments corresponding to PP&E From discontinued operations
    (1,975,266 )     4,883,513       (2,088,574 )     3,332,109  
                                 
Currency translation differences
            27,070               (38,786 )
Acquisition of business
            -               1,602,398  
Transfers
            -               (11,444 )
Additions
            386,101               219,591  
Disposals
            (4,353 )             (5,241 )
Depreciation charge
            (262,876 )             (215,895 )
At the end of the period
            5,029,455               4,882,732  
 
 
 
   
Nine-month period ended September 30,
 
   
2008
   
2007
 
   
(Unaudited)
 
At the beginning of the year
    1,452,230             551,587          
Adjustments corresponding to intangible assets From discontinued operations
    (12,731 )     1,439,499       (15,461 )     536,126  
                                 
Currency translation differences
            9,841               (8,283 )
Acquisition of business
            -               912,180  
Additions
            34,129               27,479  
Amortization charge
            (61,503 )             (24,866 )
At the end of the period
            1,421,966               1,442,636  

-12-

 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 
 

As mentioned in Note 4 (m) to the audited Consolidated Financial Statements at December 31, 2007, Mexican laws require local companies to pay its employees a profit sharing bonus calculated on a basis similar to that used for local income tax purposes. The Company accounts for temporary differences arising between the statutory calculation and the reported expense determined under IFRS in a manner similar to calculation of deferred income tax.

In 2008, one of Ternium’s Mexican subsidiaries (Hylsa S.A. de C.V., “Hylsa”) entered into a spin off that became effective on March 31, 2008. After this corporate reorganization, all of Hylsa’s employees are included in the payroll of a company that is expected to generate non-significant taxable income and non-significant temporary differences. The Company agreed to pay its employees a bonus salary that will be calculated on a basis similar to that used for income tax purposes. Accordingly, during the nine-month period ended September 30, 2008, the Company reversed the outstanding balance of the liability as of December 31, 2007 (amounting to USD 96 million) within Income tax (expense) benefit line item in the Consolidated Condensed Interim Income Statement.


10 

During the annual general shareholders meeting held on June 4, 2008, the shareholders approved the consolidated financial statements and unconsolidated annual accounts for the year ended December 31, 2007 and a distribution of dividends of USD 0.05 per share (USD 0.50 per ADS), or USD 100.2 million. The dividends were paid on June 12, 2008.


11 

This note should be read in conjunction with Note 27 to the Company’s audited Consolidated Financial Statements for the year ended December 31, 2007. Significant changes or events since the date of the annual report include the effects of classifying Sidor as a discontinued operation, as well as the following:
 
(i) Siderar investment plan

Within the investment plan to increase its production capacity, Siderar has entered into several commitments to acquire new production equipment for a total consideration of USD 291.4 million.

(ii) Restrictions on the distribution of profits

Under Luxembourg law, at least 5% of net income per year calculated in accordance with Luxembourg law and regulations must be allocated to a reserve until such reserve equals 10% of the share capital. At September 30, 2008, this reserve reached the above-mentioned threshold.

Ternium may pay dividends to the extent that it has distributable retained earnings and distributable reserves calculated in accordance with Luxembourg law and regulations. Therefore, retained earnings included in these consolidated condensed interim financial statements may not be wholly distributable.

-13-

 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 
 
11 
Contingencies, commitments and restrictions on the distribution of profits (continued)

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

   
At September 30, 2008
 
   
(Unaudited)
 
       
Share capital
    2,004,744  
Legal reserve
    200,474  
Distributable reserves
    201,675  
Non distributable reserves
    1,414,122  
Accumulated profit at January 1, 2008
    1,231,825  
Profit for the period
    228,347  
Total shareholders’ equity under Luxembourg GAAP
    5,281,187  


12

(i) Sale of non strategic U.S. assets

On February 1, 2008, Ternium, through its subsidiary Imsa Acero S.A. de C.V., completed the sale of its interests in Steelscape Inc., ASC Profiles Inc., Varco Pruden Buildings Inc. and Metl-Span LLC to BlueScope Steel North America Corporation, a subsidiary of BlueScope Steel Limited, for a total consideration of USD 722.7 million on a cash-free and debt-free basis, net of working capital and other adjustments. Direct transaction costs paid by the Company in connection with this sale totaled USD 4.1 million. The Company continues to own Steelscape’s Shreveport, LA plant. Ternium has also retained its pre-engineered metal buildings and insulated steel panels businesses in Mexico. The result of this transaction was a gain of USD 97.5 million, calculated as the net proceeds of the sale less the book value of discontinued net assets and the corresponding tax effect.

(ii) Assets held for sale - Sidor

On March 31, 2008, the Company controlled approximately 59.7% of Sidor, while Corporación Venezolana de Guayana, or CVG (a Venezuelan governmental entity), and Banco de Desarrollo Económico y Social de Venezuela, or BANDES (a bank owned by the Venezuelan government), held approximately 20.4% of Sidor and certain Sidor employees and former employees held the remaining 19.9% interest.

Further to several threats of nationalization and various adverse interferences with management in preceding years, on April 8, 2008, the Venezuelan government announced its intention to take control over Sidor. Following the confirmation of the Venezuelan government’s decision to nationalize Sidor, on April 16, 2008, the Company, Sidor and the Venezuelan government entered into an agreement providing for the creation of a transition committee, composed of representatives of the government, the union and Sidor’s class B employee shareholders, which was charged with ensuring the normal conduct of Sidor’s production and commercial processes, acting in coordination with Sidor’s board of directors, during the transition period until the nationalization was completed.  In the meantime, the Venezuelan Government took control of the process of negotiation of the collective labor agreement and excluded Sidor from that process.

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. This resolution authorized the Venezuelan government to take any action it deemed appropriate in connection with any such assets, including expropriation.

-14-

 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 
 
12 
Discontinued operations (continued)

(ii) Assets held for sale - Sidor (continued)

On May 11, 2008, the Decree Law 6058 of the President of Venezuela regulating the steel production activity in the Guayana, Venezuela region (the “Decree”), dated April 30, 2008, was published.  The Decree ordered that Sidor and its subsidiaries and associated companies be transformed into state-owned enterprises (“empresas del Estado”), with the government owning not less than 60% of their share capital. The Decree required the Venezuelan government to create two committees: a transition committee to be incorporated into Sidor’s management and to ensure that control over the current operations of Sidor and its subsidiaries and associated companies was transferred to the government on or prior to July 12, 2008, and a separate technical committee, composed of representatives of the government and the private shareholders of Sidor and its subsidiaries and associated companies, to negotiate over a 60-day period (extendable by mutual agreement) a fair price for the shares to be transferred to Venezuela, together with the terms and conditions of the possible participation of such private shareholders in the share capital of the state-owned enterprises.

The Decree also stated that, in the event the parties failed to reach agreement regarding the terms and conditions for the transformation of Sidor and its subsidiaries and associated companies into state-owned enterprises by the expiration of the 60-day period, the Ministry of Basic Industries and Mining (the “MIBAM”) would assume control and exclusive operation, and the Executive Branch would order the expropriation of the shares of the relevant companies.  Finally, the Decree specified that all facts and activities thereunder would be subject to Venezuelan law and any disputes would be submitted to Venezuelan courts.

On May 2, 2008, the Company communicated to the MIBAM, among other things, its consent to submit any controversy between the Company or its subsidiaries and Venezuela relating to Sidor’s nationalization to arbitration administered by the International Center for Settlement of Investment Disputes (ICSID). On May 14, 2008, the Company informed the MIBAM, among other things, that the determination of the compensation for the transfer of the Company’s interest in Sidor to Venezuela and the solution of any controversy between the Company or its subsidiaries and Venezuela relating to Sidor’s nationalization would be governed by the applicable investment treaties signed by Venezuela, and would not be submitted to Venezuelan courts.

Upon expiration of the term contemplated under the Decree, on July 12, 2008, Venezuela, acting through CVG, assumed operational control of Sidor. Following the change in operational control, CVG assumed complete responsability for Sidor's operations and Sidor's board of directors ceased to function. Thereafter, Sidor's operations were to be managed by a temporary operating committee; this committee, which could act by simple majority, was to have six members, with the majority of such members being appointed by CVG and one of CVG's appointees to become the committee's president and Sidor's general manager. However, the temporary operating committee has subsequently become non-operational and, accordingly, Sidor's operations are exclusively controlled and managed by Venezuela through CVG and MIBAM.

The term provided in the Decree for the negotiation of the conditions under which all or a significant part of the Company’s interest in Sidor would be transferred to Venezuela was extended until August 18, 2008. Negotiations continued even after this additional term expired. On August 29, 2008, the President of Venezuela publicly stated his rejection of the latest proposal submitted by the Company to the Venezuelan authorities as part of their ongoing negotiations. The negotiations were subsequently resumed without result.

On August 29, 2008, , Ternium gave further notice to the MIBAM regarding the existence of a controversy under the applicable bilateral investment treaties as a consequence of the nationalization ordered by the President of Venezuela without payment of adequate compensation, and reserved the right to initiate arbitration proceedings before ICSID.

-15-

 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 
 
12
Discontinued operations (continued)

(ii) Assets held for sale - Sidor (continued)

The Company’s investment in Sidor is protected under several bilateral investment treaties, including the treaty between Venezuela and the Belgium-Luxembourg Economic Union, and, as noted above, the Company has consented to the jurisdiction of the ICSID in connection with the Sidor nationalization process. The Company continues to reserve all of its rights under contracts, investment treaties and Venezuelan and international law and will continue to evaluate its options in realizing the fair value of its interest in Sidor prior to state intervention. In addition, the Company will defend itself vigorously against any attempt by the Venezuelan government to lower the compensation for its interest in Sidor as a result of any government claims.

Based on the facts and circumstances described above and following the guidance set forth by IAS 27, the Company ceased consolidating Sidor’s results of operations and cash flows as from April 1, 2008 and classified its investment in Sidor as an available-for-sale asset – discontinued operations, which management believes is the most appropriate accounting treatment applicable under the circumstances to non-voluntary dispositions of assets.

The initial measurement of the available-for-sale asset – discontinued operations is the carrying amount of the company’s investment in Sidor at March 31, 2008 (IAS 27). A subsequent remeasurement was not performed. Thus, the carrying amount of this available-for-sale asset at September 30, 2008, does not represent its fair value at that date.

The results of operations and cash flows generated by Sidor prior to its classification as an available-for-sale asset were presented as discontinued operations in these financial statements. Comparative figures were re-presented for consistency as required by IFRS 5.

 (iii) Analysis of the result of discontinued operations:

   
Nine-month period ended September 30,
 
   
2008 (1)
   
2007 (2)
 
   
(Unaudited)
 
Net sales
    467,618       2,170,459  
Cost of sales
    (306,744 )     (1,287,042 )
Gross profit
    160,874       883,417  
                 
Selling, general and administrative expenses
    (90,362 )     (233,347 )
Other operating income, net
    1,080       12,973  
Operating income
    71,592       663,043  
                 
Financial expenses, net
    (15,330 )     (9,520 )
Loss from Participation Account – Sidor
    (96,525 )     (574,411 )
Income from Participation Account
    210,205       343,096  
Equity in losses of associated companies
    (150 )     (2,257 )
Income before income tax
    169,792       419,951  
                 
Income tax  benefit
    41,326       42,313  
Discontinued operations
    211,118       462,264  
                 
Reversal of currency translation adjustment - Sidor
    (151,504 )     -  
Results from the sale of  non strategic U.S. assets - see Note 12 (i)
    97,481       -  
Income from discontinued operations
    157,095       462,264  

(1)
Includes the results of Sidor for the period January 1, 2008 up to March 31, 2008.
(2)
Includes the results of Sidor for the period January 1, 2007 up to September 30, 2007 and the results from non strategic U.S. assets from August 1, 2007 up to September 30, 2007.

-16-

 
TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 

12 
Discontinued operations (continued)

(iv) Analysis of cash flows from discontinued operations:
 
   
Nine-month period ended September 30,
 
   
2008 (1)
   
2007 (2)
 
   
(Unaudited)
 
Cash flows from discontinued operating activities
           
Net income of from discontinued operations
    157,095       462,264  
Adjustments for:
               
Depreciation and amortization
    50,820       159,544  
Income tax accruals less payments
    (41,613 )     (44,706 )
Results form the sale of non strategic U.S. assets
    (97,481 )     -  
Reversal of currency translation adjustment - Sidor
    151,504       -  
Changes in working capital and others
    107,184       6,770  
Cash flows from discontinued operating activities
    327,509       583,872  
Net cash used by discontinued investing activities
    (54,923 )     (108,963 )
Net cash used in discontinued financing activities
    (30,216 )     (89,733 )
Net cash from discontinued activities
    242,370       385,176  

(1)
Includes cash flow movements from Sidor for the period January 1, 2008 up to March 31, 2008.
(2)
Includes cash flow movements from Sidor for the period January 1, 2007 up to September 30, 2007 and cash flow movements from non strategic U.S. assets from August 1, 2007 up to September 30, 2007.


13 

The Company is controlled by San Faustín, which at September 30, 2008 indirectly owned 70.52% of Ternium’s shares and voting rights. Rocca & Partners S.A. controls a significant portion of the voting power of San Faustin N.V. and has the ability to influence matters affecting, or submitted to a vote of the shareholders of San Faustin N.V., such as the election of directors, the approval of certain corporate transactions and other matters concerning the Company’s policies. There are no controlling shareholders for Rocca & Partners S.A.

The following transactions were carried out with related parties:
 
   
Nine-month period ended September, 30
 
   
2008
   
2007
 
   
(Unaudited)
 
(i)    Transactions
           
             
(a)   Sales of goods and services
           
Sales of goods to associated parties
    -       7  
Sales of goods to other related parties
    76,749       41,402  
Sales of services and others to associated parties
    -       575  
Sales of services and others to other related parties
    1,015       3,055  
      77,764       45,039  
(b)   Purchases of goods and services
               
Purchases of goods from other related parties
    36,999       28,950  
Purchases of services and others from associated parties
    22,888       15,008  
Purchases of services and others  from other related parties
    117,574       106,445  
      177,461       150,403  
(c)   Financial results
           
       Income with associated parties
    531       407  

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TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 

13 
Related party transactions (continued)

(ii) Period-end balances
 
September 30, 2008
   
December 31, 2007
 
   
(Unaudited)
       
(a)  Arising from sales/purchases of goods/services
           
Receivables from associated  parties
    1,379       937  
Receivables from other related parties
    59,211       93,047  
Payables to associated parties
    (7,412 )     (5,084 )
Payables to other related parties
    (48,846 )     (32,346 )
      4,332       56,554  
(b)  Other investments                
Time deposits
    14,925       12,673  
 
 
14

(i) International Accounting Standard 27 (amended 2008), “Consolidated and separate financial statements”

In January 2008, the International Accounting Standards Board (“IASB”) issued International Accounting Standard 27 (amended 2008), “Consolidated and separate financial statements” (“IAS 27 - amended”). IAS 27 - amended includes modifications to International Accounting Standard 27 that are related, primarily, to accounting for non-controlling interests and the loss of control of a subsidiary.

IAS 27 - amended must be applied for annual periods beginning on or after 1 July 2009, although earlier application is permitted. However, an entity must not apply the amendments contained in IAS 27 - amended for annual periods beginning before 1 July 2009 unless it also applies IFRS 3 (as revised in 2008).

The Company's management has not assessed the potential impact that the application of IAS 27 - amended may have on the Company's financial condition or results of operations.

(ii) International Financial Reporting Standard 3 (revised January 2008), “Business combinations”

In January 2008, the IASB issued International Financial Reporting Standard 3 (revised January 2008), “Business combinations” (“IFRS 3 revised”). IFRS 3 revised includes amendments that are meant to provide guidance for applying the acquisition method.
 
IFRS 3 revised replaces IFRS 3 (as issued in 2004) and comes into effect for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after 1 July 2009.  Earlier application is permitted, provided that IAS 27 – amended is applied at the same time.
 
The Company's management estimates that the application of IFRS 3 revised will not have a material effect on the Company's financial condition or results of operations.

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TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)


14
Recently issued accounting pronouncements (continued)

(iii) International  Financial Reporting Standard 2 (amended January 2008), “Share-based payment”

In January 2008, the IASB issued International Financial Reporting Standard 2 (amended January 2008), “Share-based payment” (“IFRS 2 revised”). IFRS 2 revised establishes that for equity-settled share-based payment transactions, an entity shall measure the goods or services received, and the corresponding increase in equity, directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the entity cannot estimate reliably the fair value of the goods or services received, the entity is required to measure their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. For goods or services measured by reference to the fair value of the equity instruments granted, IFRS 2 revised specifies that all non-vesting conditions are taken into account in the estimate of the fair value of the equity instruments.

Entities shall apply these amendments to all share-based payments within the scope of IFRS 2 for annual periods beginning on or after 1 January 2009. Earlier application is permitted.

The Company's management estimates that the application of IFRS 2 revised will not have a material effect on the Company's financial condition or results of operations.

(iv) Amendments to International Accounting Standard 32 “Financial instruments: presentation” and International Accounting Standard 1 “Presentation of financial statements” (as revised in 2007) - Puttable financial instruments and obligations

In February 2008 the IASB amended International Accounting Standard 32 “Financial instruments: presentation” by requiring some financial instruments that meet the definition of a financial liability to be classified as equity. The amendment addresses the classification of some: (a) puttable financial instruments, and (b) instruments, or components of instruments, that impose on the entity an obligation to deliver to another party a pro rata share of the net assets of the entity only on liquidation.

Entities shall apply these amendments for annual periods beginning on or after 1 January 2009. Earlier application is permitted. If entities apply these amendments for an earlier period, they shall disclose that fact.

The Company's management estimates that the application of IAS 32 – amended and IAS 1 – amended  will not have a material effect on the Company’s financial condition or results of operations.

(v) Improvements to International Financial Reporting Standards

In May 2008, the IASB issued “Improvements to International Financial Reporting Standards” by which it amended several international accounting and financial reporting standards.

Entities shall apply these amendments for annual periods beginning on or after 1 July 2009. If entities apply these amendments for an earlier period, they shall disclose that fact.

The Company’s management has not assessed the potential impact that the application of this paper may have on the Company’s financial condition or results of operations.

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TERNIUM S.A.
Notes to the Consolidated Condensed Interim Financial Statements (Contd.)
 

14
Recently issued accounting pronouncements (continued)

(vi) IFRIC Interpretation 16 –Hedges of net investment in a foreign operation

In July 2008, International Financial Reporting Interpretations Committee (“IFRIC”) issued IFRIC Interpretation 16 “Hedges of net investment in a foreign operation” (“IFRIC 16”). IFRIC 16 applies to an entity that hedges the foreign currency risk arising from its net investments in foreign operations and wishes to qualify for hedge accounting in accordance with IAS 39.

An entity shall apply this Interpretation for annual periods beginning on or after 1 October 2008. Earlier application is permitted. If an entity applies this Interpretation for a period beginning before 1 October 2008, it shall disclose that fact.

The Company's management estimates that the application of IFRIC 16 will not have a material effect on the Company's financial condition or results of operations.

(vii) Amendments to IAS 39 “Financial Instruments: Recognition and Measurement”

In July 2008, the IASB amended International Accounting Standard 39 “Financial Instruments: Recognition and Measurement” (“IAS 39 - amended”). IAS 39 - amended includes modifications to International Accounting Standard 39 that are related, primarily, to clarify how the principles that determine whether a hedged risk or portion of cash flows is eligible for designation should be applied in particular situations.

Entities shall apply these amendments for annual periods beginning on or after 1 July 2009. If entities apply these amendments for an earlier period, they shall disclose that fact.

The Company’s management estimates that the application of IAS 39 – amended will not have a material effect on the Company’s financial condition or results of operations.
 
 
 
Roberto Philipps
Chief Financial Officer
 
 
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