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 02/28/2006



                                  Ternium S.A.
                 (Translation of Registrant's name into English)


                                  Ternium S.A.
                     46a, Avenue John F. Kennedy - 2nd floor
                                L-1855 Luxembourg
                               (352) 4661-11-3815
                    (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   X     Form 40-F
                                       ---               ---

     Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12G3-2(b) under the Securities Exchange Act of 1934.

                                 Yes        No   X
                                    ----        ----

     If "Yes" is marked, indicate below the file number assigned to the
                 registrant in connection with Rule 12g3-2(b):



    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 combined consolidated financial statements
as of December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004
and 2003.


1  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: February 28, 2006





TERNIUM S.A.




COMBINED CONSOLIDATED
FINANCIAL STATEMENTS
As of December 31, 2005 and 2004 and
for the years ended December 31, 2005, 2004 and 2003




46a, Avenue John F. Kennedy, 2nd floor
L - 1855
R.C.S. Luxembourg : B 98 668



TERNIUM S.A.

Index to financial statements

Combined Consolidated Financial Statements



                                                                            Page



Report of Independent Registered Public Accounting Firm..................     1

Combined consolidated income statements for the years ended December 31,
2005, 2004 and 2003......................................................     2

Combined consolidated balance sheets as of December 31, 2005 and 2004....     3

Combined consolidated statements of changes in shareholders' equity for
the years ended December 31, 2005, 2004 and 2003.........................     4

Combined consolidated cash flow statements for the years ended December
31, 2005, 2004 and 2003..................................................     5

Notes to the combined consolidated financial statements..................     7





Report of Independent Registered Public Accounting Firm

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



In our opinion,  the accompanying  combined  consolidated balance sheets and the
related combined consolidated statements of income, of cash flows and of changes
in shareholders' equity present fairly, in all material respects,  the financial
position of Ternium S.A. and its subsidiaries at December 31, 2005 and 2004, and
the  results  of their  operations  and their  cash  flows  for the years  ended
December 31, 2005,  2004 and 2003 in  conformity  with  International  Financial
Reporting  Standards.  These financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial  statements  based on our  audits.  We  conducted  our audits of these
financial  statements  in accordance  with the  standards of the Public  Company
Accounting  Oversight Board (United States of America).  Those standards require
that we plan and perform the audit to obtain reasonable  assurance about whether
the financial  statements are free of material  misstatement.  An audit includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates made by management,  and evaluating the overall financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.


Buenos Aires, Argentina

February 28, 2006



      PRICE WATERHOUSE & CO. S.R.L.


  by                             (Partner)
-------------------------------------------
             Marcelo D. Pfaff


                                       1





                                  TERNIUM S.A.
                   Combined consolidated financial statements
                      as of December 31, 2005 and 2004 and
              for the years ended December 31, 2005, 2004 and 2003
                         (All amounts in USD thousands)

COMBINED CONSOLIDATED INCOME STATEMENTS

                                                                                     Year ended December 31,
                                                          -------------------------------------------------------------------
                                                             Notes         2005              2004               2003
                                                          -------------------------------------------------------------------

                                                                                                   
Net sales ..............................................      31          4,447,680        1,598,925          1,056,566
Cost of sales ..........................................   6 & 31        (2,470,844)        (965,004)          (671,720)
                                                                     --------------------------------------------------------


Gross profit ...........................................                  1,976,836          633,921            384,846

General and administrative expenses ....................      7            (269,231)         (58,428)           (51,557)
Selling expenses .......................................      8            (251,962)         (60,524)           (62,786)
Other operating expenses, net ..........................      10            (63,482)            (798)            (5,721)
                                                                     --------------------------------------------------------


Operating income .......................................                   1,392,161         514,171            264,782


Financial (expenses) income, net .......................   11 & 31          (310,736)        202,289             75,606
Excess of fair value of net assets acquired over cost...      3              188,356               -                  -
Equity in earnings of associated companies .............      12              21,524         209,201            110,250
                                                                     --------------------------------------------------------


Income before income tax expense........................                   1,291,305         925,661            450,638
Income tax expense .....................................      13            (218,492)       (177,486)           (94,087)
                                                                     --------------------------------------------------------


Net income for the year ................................                   1,072,813         748,175            356,551
                                                                     --------------------------------------------------------

Attributable to:

Equity holders of the Company ..........................      30             704,406         457,339            218,215
Minority interest ......................................                     368,407         290,836            138,336
                                                                     --------------------------------------------------------

                                                                           1,072,813         748,175            356,551
                                                                     --------------------------------------------------------

Weighted average number of shares outstanding ..........      30       1,209,476,609   1,168,943,632      1,168,943,632
Basic  earnings  per share for profit  attributable
to the equity  holders of the  Company,  during the
year (expressed in USD per share)                                               0.58            0.39               0.19
Diluted earnings per share for profit attributable
to the equity holders of the Company, during the
year (expressed in USD per share)                                               0.54            0.39               0.19

The accompanying notes are an integral part of these combined consolidated financial statements.



                                       2




                                  TERNIUM S.A.
                   Combined consolidated financial statements
                      as of December 31, 2005 and 2004 and
              for the years ended December 31, 2005, 2004 and 2003
                         (All amounts in USD thousands)

COMBINED CONSOLIDATED BALANCE SHEETS


                                                            Notes        December 31, 2005        December 31, 2004
                                                         ----------- ------------------------- -----------------------

                                                                                            
ASSETS
Non-current assets

Property, plant and equipment, net .....................     14         5,463,871               1,244,691
Intangible assets, net .................................     15           552,882                  10,049
Investments in associated companies, net ...............     16             9,122                 309,318
Other investments, net .................................  17 & 31          12,607                 148,569
Deferred tax assets ....................................     25            29,126                     -
Other Assets ...........................................                      952                      -
Receivables, net .......................................  18 & 31          47,863   6,116,423      15,783   1,728,410
                                                                     ------------              -----------
Current assets

Receivables.............................................  19 & 31         291,302                 208,699
Other Assets ...........................................                    3,160                  -
Derivative financial instruments........................     27             5,402                  -
Inventories, net .......................................     20         1,000,119                 254,286
Trade receivables, net .................................  21 & 31         472,760                 171,605
Other investments ......................................  22 & 31           5,185                  88,755
Cash and cash equivalents ..............................  22 & 31         765,630   2,543,558     194,875     918,220
                                                                     ------------- ----------- ----------- -----------

Total assets ...........................................                            8,659,981               2,646,630
                                                                                   -----------             -----------

EQUITY
Capital and reserves attributable to the company's
   equity holders ......................................                            1,842,454               1,026,725


Minority interest ......................................                            1,733,465                 745,126
                                                                                   -----------             -----------

Total equity ...........................................                            3,575,919               1,771,851

LIABILITIES
Non-current liabilities
Provisions .............................................     23            53,479                  11,925
Deferred income tax ....................................     25         1,048,188                 337,473
Other liabilities ......................................     26           187,917                   9,104
Trade payables .........................................                    1,167                    -
Borrowings .............................................     28         2,399,878   3,690,629       1,008     359,510
                                                                     ------------- ----------- ----------- -----------

Current liabilities

Provisions .............................................     24               659                     960
Current tax liabilities ................................                  126,972                 158,124
Other liabilities ......................................  26 & 31         194,073                  33,288
Trade payables .........................................     31           555,330                 194,943
Derivative financial instruments .......................     27              -                      5,956
Borrowings .............................................     28           516,399   1,393,433     121,998     515,269
                                                                     ------------- ----------- ----------- -----------

Total liabilities ......................................                            5,084,062                  874,779
                                                                                   -----------             -----------

Total equity and liabilities ...........................                            8,659,981                2,646,630
                                                                                   -----------             -----------

  The accompanying notes are an integral part of these combined consolidated financial statements.


                                       3




                                  TERNIUM S.A.
                   Combined consolidated financial statements
                      as of December 31, 2005 and 2004 and
              for the years ended December 31, 2005, 2004 and 2003
                         (All amounts in USD thousands)

  COMBINED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                                                         Attributable to the
                                                           company's equity       Minority Interest             Total
                                                            holders (1)                                        Equity
                                                         ---------------------------------------------------------------

                                                                                                 
Year ended December 31, 2003
  Balance at January 1, 2003 ........................       407,144              367,355                   774,499

  Currency translation adjustment ...................        49,892               52,113                   102,005
  Net income ........................................       218,215              138,336                   356,551
                                                         ---------------------------------------------------------------
  Total recognized income for the year ..............       268,107              190,449                   458,556

  Contributions .....................................        35,539                2,243                    37,782
  Dividends paid in cash ............................        (8,969)              (9,783)                  (18,752)
                                                         ---------------------------------------------------------------

 Balance at December 31, 2003 .......................       701,821              550,264                 1,252,085
                                                         ---------------------------------------------------------------

Year ended December 31, 2004

  Balance at January 1, 2004 ........................       701,821              550,264                 1,252,085

  Currency translation adjustment ...................       (51,549)             (25,697)                  (77,246)
  Net income ........................................       457,339              290,836                   748,175
                                                         ---------------------------------------------------------------
 Total recognized income for the year ..............        405,790              265,139                   670,929

  Dividends paid in cash and other distributions ....       (80,886)             (70,277)                 (151,163)
                                                         ---------------------------------------------------------------

 Balance at December 31, 2004 .......................     1,026,725              745,126                 1,771,851
                                                         ---------------------------------------------------------------

Year ended December 31, 2005

  Balance at January 1, 2005 ........................     1,026,725              745,126                 1,771,851

  Currency translation adjustment ...................       (66,001)             (54,245)                 (120,246)
  Net income ........................................       704,406              368,407                 1,072,813
                                                         ---------------------------------------------------------------
  Total recognized income for the year ..............       638,405              314,162                   952,567

  Contributions .....................................        54,758                    -                    54,758
  Dividends paid in cash and other distributions ....      (238,652)            (130,571)                 (369,223)
  Acquisition of business ...........................             -              864,415                   864,415
  Usiminas exchange (see Note 1 (b)) ................       303,791             (303,791)                      -
  Initial public offering expenses (see Note 4 (j)) .        (5,456)                   -                    (5,456)
  Revaluation and other reserves ....................        62,883              244,124                   307,007
                                                        ---------------------------------------------------------------

 Balance at December 31, 2005 .......................     1,842,454            1,733,465                 3,575,919


 (1) Shareholders equity determined in accordance with accounting principles generally accepted in Luxembourg is
 disclosed in Note 29 (vi).

 Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with
 Luxembourg GAAP exist. Therefore, retained earnings included in the consolidated combined financial statements may not
 be wholly distributable. See Note 29 (vi).


 The accompanying notes are an integral part of these combined consolidated financial statements.


                                       4





                                  TERNIUM S.A.
                   Combined consolidated financial statements
                      as of December 31, 2005 and 2004 and
              for the years ended December 31, 2005, 2004 and 2003
                         (All amounts in USD thousands)

COMBINED CONSOLIDATED CASH FLOW STATEMENTS

                                                              Notes                Year ended December 31,
                                                             -------    ---------------------------------------------
                                                                            2005             2004           2003
                                                                        --------------   -------------   ------------

                                                                                                
Cash flows from operating activities
Net income for the year ....................................               1,072,813         748,175         356,551
Adjustments for:
  Depreciation and amortization ...........................  14&15           316,405          99,192          85,479
  Income tax accruals less payments ........................   32            (44,008)        120,210          94,087
  Excess of fair value of net assets acquired over cost         3           (188,356)              -              -
  Equity in earnings of associated companies ...............   12            (21,524)       (209,201)       (110,250)
  Derecognition of property, plant and equipment ........... 10 (iii)         54,348               -              -
  Interest accruals less payments ..........................   32             21,352           9,083           5,428
Changes in  provisions ..................................... 23&24            19,046            (798)          3,594
Changes in working capital .................................   32             54,420        (204,670)        (55,662)
Currency translation adjustment and others .................                 (22,041)        (44,426)        (32,909)
                                                                        --------------   -------------   ------------
Net cash provided by operating activities                                   1,262,455        517,565         346,318
                                                                        --------------   -------------   ------------

Cash flows from investing activities
Capital expenditures ....................................... 14&15           (244,939)       (92,563)        (34,328)
Amazonia convertible debt instrument .......................                    -               -           (127,576)
Changes in trust funds .....................................                   83,570           -               -
Acquisition of business-Hylsamex ...........................               (2,196,678)          -               -
Proceeds form sale of investment in associated company .....                    -               -                304
Proceeds from the sale of property, plant and equipment ....                    6,063            862           3,804
                                                                        --------------   -------------   ------------
Net cash used in investing activities                                      (2,351,984)       (91,701)       (157,796)
                                                                        --------------   -------------   ------------

Cash flows from financing activities
Dividends paid in cash and other distributions to company's
shareholders ...............................................                 (238,652)       (80,886)         (8,969)
Dividends paid in cash and other distributions to minority
shareholders ...............................................                 (130,571)       (70,277)         (9,783)
Contributions of minority shareholders in subsidiary
companies ..................................................                    -              -              38,553
Contributions ..............................................                   54,758          -              37,782
Proceeds from borrowings ...................................                2,135,430         52,309          95,448
Repayments of borrowings ...................................                 (657,597)      (261,033)       (324,992)
                                                                        --------------   -------------   ------------
Net cash provided by (used in) financing activities                         1,163,368       (359,887)       (171,961)
                                                                        --------------   -------------   ------------
Increase in cash and cash equivalents.                                         73,839         65,977          16,561
                                                                        --------------   -------------   ------------

Movement in cash and cash equivalents
At January 1, ..............................................                  194,875        129,020         111,198
Acquisition of business-Amazonia ...........................    3             305,342           -              -
Acquisition of business-Hylsamex ...........................    3             215,411           -              -
Effect of exchange rate changes ............................                  (34,487)          (122)          1,261
Increase in cash and cash equivalents  .....................                   73,839         65,977          16,561
                                                                        --------------   -------------   ------------
Cash and cash equivalents at December 31,                                     754,980        194,875         129,020
                                                                        --------------   -------------   ------------

The accompanying notes are an integral part of these combined consolidated financial statements.



                                       5



                                  TERNIUM S.A.
                   Combined consolidated financial statements
                      as of December 31, 2005 and 2004 and
              for the years ended December 31, 2005, 2004 and 2003
                         (All amounts in USD thousands)


INDEX TO THE NOTES TO THE COMBINED CONSOLIDATED FINANCIAL STATEMENTS

1   Business of the Company and corporate reorganization
2   Basis of presentation
3   Acquisition of business
4   Accounting policies
5   Segment information
6   Cost of sales
7   General and administrative expenses
8   Selling expenses
9   Labor costs (included in cost of sales, selling expenses and
    administrative expenses)
10  Other operating expenses, net
11  Financial (expenses) income, net
12  Equity in earnings of associated companies
13  Tax charge
14  Property, plant and equipment, net
15  Intangible assets, net
16  Investments in associated companies, net
17  Other investments, net - non current
18  Receivables, net - non current
19  Receivables - current
20  Inventories, net
21  Trade receivables, net
22  Cash and cash equivalents and other investments
23  Provisions - non current
24  Provisions - current
25  Deferred income tax
26  Other liabilities
27  Derivative financial instruments
28  Borrowings
29  Contingencies, commitments and restrictions on the distribution of profits
30  Earnings per share
31  Related party transactions
32  Cash flow disclosures
33  Recently issued accounting pronouncements
34  Financial risk management
35  Post balance sheet events



                                       6




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


1   Business of the Company and corporate reorganization


(a) Business of the Company

Ternium S.A. (the "Company" or  "Ternium"),  a Luxembourg  Corporation  (Societe
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.

Near the end of 2004,  Ternium's  ultimate parent company San Faustin N.V. ("San
Faustin"),   a  Netherlands   Antilles  company,   decided  to  restructure  its
investments in the flat and long steel manufacturing and distribution  business.
In connection with the  restructuring,  San Faustin acquired Ternium in December
2004. Until that date, Ternium was a dormant company.

In January 2006, the Company  successfully  completed its  registration  process
with the United States Securities and Exchange  Commission ("SEC") and announced
the  commencement of its offer to sale  24,844,720  American  Depositary  Shares
("ADS") representing 248,447,200 shares of common stock through Citigroup Global
Markets Inc.,  Deutsche Bank Securities Inc., JP Morgan  Securities Inc., Morgan
Stanley & Co.  Incorporated,  BNP Paribas  Securities  Corp.,  Caylon Securities
(USA)  Inc.  and  Bayerische   Hypo-und   Vereinsbank  AG   (collectively,   the
"Underwriters"  and the offering  thereunder,  the "Initial  Public  Offering").
Also, the Company has granted to the Underwriters an option,  exercisable for 30
days from January 31, 2006, to purchase up to 3,726,708  additional  ADSs at the
public offering price of USD20 per ADS less an underwriting  discount of USD0.55
per ADS.  Such option has been  exercised  on February  23, 2006 for  22,981,360
shares.  2,004,743,442  shares  (including  shares in the form of ADSs)  will be
outstanding  upon completion of the Initial Public  Offering,  the conversion of
the Subordinated  Convertible  Loans mentioned in Note 3, exercise of the option
granted to the underwriters and consummation of the transactions contemplated in
the Corporate Reorganization Agreement described in Note 1 (b).

The proceeds of the Initial Public  Offering  totaled USD 496.9 million and have
been used to repay Tranche A of the Ternium  Credit  Facility (as defined below)
after deducting related expenses. See Note 35.

(b) Corporate reorganization

On May 6, 2005 San Faustin  assigned and  contributed  to Inversora  Siderurgica
Limited ("ISL"), a wholly-owned subsidiary, a 100% interest in I.I.I.-Industrial
Investments  Inc. ("III BVI"), a subsidiary of San Faustin  organized  under the
laws of the British Virgin Islands  through which it held its investments in the
flat and long steel manufacturing and distribution  business and a 100% interest
in Fasnet International S.A. ("Fasnet").

The investments then held by III BVI consisted principally of the following:

--   a 50.75%  interest in Siderar  S.A.I.C.  ("Siderar")  (which in turn owns a
     11.11% equity interest in Ylopa - Servicos de Consultadoria  Lda. ("Ylopa")
     and a 14.40% interest in Consorcio Siderurgia Amazonia Ltd. ("Amazonia"));
--   a 25.00% interest in Amazonia;
--   a 34.27% interest in Ylopa; and
--   a 100% interest in the Techintrade Network.

On May 6, 2005, ISL acquired a 96.77%  interest in Ternium,  which it afterwards
increased to an interest of almost 100% of its issued and  outstanding  capital.
On June 29, 2005, ISL assigned and  contributed to Ternium all of its assets and
liabilities,  including,  but not limited  to, a 100%  interest in III BVI and a
100% interest in Fasnet, in exchange for 959,482,775 shares of Ternium.

Also, on September 9, 2005 Tenaris S.A.  ("Tenaris") agreed to exchange with ISL
its 21.17% interest  (14.49% direct ownership at December 31, 2004) in Amazonia,
and its 24.40% interest in Ylopa for 209,460,856 shares of the Company.

On September 15, 2005, ISL made a second  contribution  of all of its assets and
liabilities including  750,021,919 shares of the Company,  21.17% in Amazonia, a
"Cuota"   representing  24.40%  of  Ylopa  and  other  items,  in  exchange  for
959,482,775  new  shares  of the  Company.  Upon  consummation  of  this  second
contribution,  the  750,021,919  shares  contributed  by ISL to the Company were
cancelled  and  the  Company's   issued  share  capital  was  increased  to  USD
1,168,943,632 represented by 1,168,943,632 shares of 1 USD nominal value each.

On  September  22,  2005,  the Company  assumed all of I.I.I.  BVI's  rights and
obligations under the Ternium Credit Facility,  dated as of August 16, 2005, for
an aggregate  principal  amount of USD1.0 billion entered into among I.I.I.  BVI
and the  lenders  named  therein;  and  several  Subordinated  Convertible  Loan
Agreements,  each among I.I.I. BVI, as borrower,  the subordinated  lender party
thereto, as lender, and the Company.



                                       7


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


1   Business of the Company and corporate reorganization (continued)

(b) Corporate reorganization (continued)

On October 27, 2005,  I.I.I. BVI transferred to the Company all of its shares of
Siderar, Amazonia, Inversiones Siderurgicas,  Techintrade, Hylsa Latin and Ylopa
in consideration of the assumption by Ternium of I.I.I.  BVI's obligations under
the Ternium Credit Facility and the Subordinated Convertible Loan Agreements.

In October 2005, Usinas Siderurgicas de Minas Gerais S.A. ("Usiminas") exchanged
its 5.32% equity interest in Siderar, its 16.58% equity interest in Amazonia and
its 19.11% equity  interest in Ylopa and other items (the  "Usiminas  Exchange")
for  227,608,254  new  shares  of the  Company.  Upon the  consummation  of this
exchange  the  capital  was   increased  to  USD   1,396,552,   represented   by
1,396,551,887 shares of 1 USD nominal value each.

Furthermore,  in  November  2005,  Siderurgica  del Turbio S.A.  ("Sidetur"),  a
subsidiary of Siderurgica  Venezolana S.A.  ("Sivensa"),  exchanged with ISL its
3.42% equity interest in Amazonia for shares of the Company.  ISL has, under the
terms of the Corporate Reorganization Agreement (as defined below),  contributed
such  interest in Amazonia to the Company in exchange  for shares of the Company
after the settlement of the Initial Public Offering (the "Sivensa Exchange").

ISL and the Company  entered into a  reorganization  agreement  (the  "Corporate
Reorganization  Agreement") pursuant to which ISL committed to deliver shares of
the  Company to the  Underwriters  and to the  Subordinated  Lenders (as defined
below) in an amount  sufficient to satisfy the  Company's  obligation to deliver
shares of the Company to the Underwriters  (excluding any shares to be delivered
in  connection  with  the  Underwriters'   over-allotment  option)  and  to  the
Subordinated  Lenders  pursuant to the terms of the Initial Public  Offering and
the  Subordinated  Convertible  Loan  Agreements.  As provided in the  Corporate
Reorganization  Agreement,  after  ISL's  delivery  of  such  shares,  ISL  will
contribute all of its assets and  liabilities  (including the credit against the
Company arising from such delivery of shares, its interest in Amazonia resulting
from the  Sivensa  Exchange  and any  remaining  shares of the  Company)  to the
Company in exchange for that number of newly issued  shares of the Company equal
to the  number  of  shares  of the  Company  held by ISL  prior  to the  Sivensa
Exchange.

Because  III  BVI and  Fasnet  are  under  the  common  control  of  ISL,  their
consolidated financial statements have been retroactively combined with those of
the Company and presented as one reporting entity  ("Ternium") in these combined
consolidated  financial statements.  In addition,  since Tenaris and the Company
are under common control of San Faustin, the equity interests held by Tenaris in
Amazonia and Ylopa that have been exchanged with ISL on September 9, 2005,  have
also  been  retroactively  combined  in these  combined  consolidated  financial
statements.

In addition,  as mentioned in Note 3, on May 18, 2005, III BVI, Hylsamex S.A. de
C.V.  ("Hylsamex")  and Alfa S.A. de C.V.  ("Alfa")  entered into an acquisition
agreement (the "Hylsamex Acquisition  Agreement").  Pursuant to the terms of the
Hylsamex Acquisition  Agreement,  on August 22, 2005, the acquisition by III BVI
of a  controlling  interest  in Hylsamex  and of Alfa's  minority  interests  in
Amazonia, Ylopa and Hylsa Latin was consummated. Accordingly, Hylsamex's results
of operations have been consolidated in these financial  statements as from that
date.

Detailed below are the companies whose  consolidated  financial  statements have
been included in these combined consolidated financial statements.




----------------------------------------------------------------------------------------------------------------
            Company                Country of                                           Percentage of ownership
                                 incorporation               Main activity                   at December 31,
                                                                                       -------------------------
                                                                                           2005         2004
------------------------------- ---------------- ------------------------------------- ------------- -----------

                                                                                            
Ternium S.A.                    Luxembourg       Holding of investments in flat and        100.00%      100.00%
                                                  long steel manufacturing and
                                                  distributing companies
Alvory S.A.                     Uruguay          Rendering of procurement services         100.00%         -

III Industrial Investments      British Virgin   Holding company                           100.00%      100.00%
   Inc. (B.V.I.)                 Islands
Inversiones Siderurgicas S.A.   Panama           Holding company                           100.00%      100.00%

Siderar S.A.I.C.                Argentina        Manufacturing of flat steel products       56.07%       50.75%

Techintrade Uruguay S.A.        Uruguay          Holding  company and marketing of         100.00%      100.00%
                                                    steel products
Ylopa - Servicos de             Madeira - Free   Participation in the debt                  95.12%       64.31%
   Consultadoria Lda. (1)       zone                restructuring process of
                                                    Amazonia and Sidor C.A.
Fasnet International S.A.       Panama           Holding company                           100.00%      100.00%
----------------------------------------------------------------------------------------------------------------


     (1)  Directly  (54.62%) and indirectly  through the participation of Prosid
          Investments S.C.A. (11.11%), and Inversiones Siderurgicas (34.27%).


                                       8


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


2   Basis of presentation

These combined consolidated financial statements are prepared in accordance with
International  Financial Reporting Standards ("IFRS").  The Company's transition
date for IFRS purposes was January 1, 2003 and thus,  certain limited exceptions
and exemptions provided by IFRS 1, "First-time Adoption of IFRS" have been used.

These  combined   consolidated   financial  statements  have  been  prepared  in
accordance  with  those  IFRS  standards  and IFRIC  interpretations  issued and
effective  or  issued  and  early  adopted  as at the  time of  preparing  these
statements (February 2006). The combined  consolidated  financial statements are
presented in thousands of United States dollars ("USD")

The  assets  and  liabilities  of III  BVI  and  Fasnet  (and  their  respective
subsidiaries,  Inversiones  Siderurgicas S.A. ("IS"),  Siderar,  Techintrade and
Ylopa) have been accounted for at the relevant  predecessor's  cost,  reflecting
the carrying amount of such assets and  liabilities  contributed to the Company.
Accordingly,   the  combined  consolidated   financial  statements  include  the
financial  statements of the  above-mentioned  combined  companies at historical
book values on a carryover basis as though the  contribution  had taken place on
January 1, 2003,  and no adjustment  has been made to reflect fair values at the
time of the contribution.

Detailed  below  are  the  subsidiary  companies  whose  consolidated  financial
statements  have  been  combined  in  these  combined   consolidated   financial
statements.




--------------------------------------------------------------------------------------------------------------------
             Company                  Country of                Main activity              Percentage of ownership
                                     Organization                                              at December 31,
                                                                                         ---------------------------
                                                                                             2005          2004
---------------------------------- ----------------- ----------------------------------- ------------- -------------
                                                                                              

Comesi San Luis S.A.I.C. (1)        Argentina        Production of cold or hot rold           56.07%        50.24%
                                                        prepainted, formed and skelped
                                                        steel sheets
Inversiones Basilea S.A. (1)        Chile            Purchase and sale of real estate         56.07%          -
                                                        and other
Prosid Investments S.C.A.(1)        Uruguay          Holding of investments in companies      56.07%        50.75%

Techintrade Italy S.R.L. (2)        Italy            Marketing of steel products            100.00%       100.00%

Socominter de Guatemala S.A. (2)    Guatemala        Marketing of steel products            100.00%       100.00%

Socominter de Espana S.A.U.(2)      Spain            Marketing of steel products            100.00%       100.00%

Socotrading S.A.(2)                 Ecuador          Marketing of steel products            100.00%       100.00%

Techintrade Corporation (2)         USA              Marketing of steel products            100.00%       100.00%

Ternium Internationaal B.V.         Netherlands      Marketing of steel products            100.00%       100.00%
  (formerly Techint Engineering
  Company B.V.)(2)
Techintrade del Peru S.A.C. (2)     Peru             Marketing of steel products            100.00%       100.00%

Consorcio Siderurgia Amazonia       Cayman Islands   Holding of investments in               89.07%           -
  Ltd.(3)                                               Venezuelan steel companies
Sidor C.A. (4)                      Venezuela        Manufacturing and selling of            53.20%           -
                                                        steel products
Hylsamex S.A. de C.V. (5)           Mexico           Holding Company                         86.68%           -
--------------------------------------------------------------------------------------------------------------------


     (1)  Indirectly through Siderar S.A.I.C.
     (2)  Indirectly through Tecnintrade Uruguay S.A.
     (3)  Directly  (45.24%) and indirectly  through the participation of Prosid
          Investments S.C.A. (14.38%),  Inversiones  Siderurgicas S.A. (25.00%),
          Hylsa Latin LLC (11.38%) and Hylsamex S.A de CV (0.59%).  Total voting
          rights held 96.59%.
     (4)  Indirectly through the participation of Amazonia (59.73%).
     (5)  Indirectly  through the  participation of III (B.V.I.)  (70.00%),  and
          Siderar S.A.I.C. (29.75%).


                                       9


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


2   Basis of presentation (continued)

Detailed  below  are  the  subsidiary  companies  whose  consolidated  financial
statements  have been  consolidated  in these  combined  consolidated  financial
statements,  and the percentage of ownership held directly or indirectly trhough
Hylsamex S.A. de C.V. in these companies at the end of each year indicated




--------------------------------------------------------------------------------------------------------------------
             Company                  Country of                Main activity              Percentage of ownership
                                     Organization                                              at December 31,
                                                                                         ---------------------------
                                                                                             2005          2004
---------------------------------- ----------------- ----------------------------------- ------------- -------------

                                                                                                  
Hylsa S.A. de C.V. (1)              Mexico           Manufacturing and selling of            86.68%           -
                                                        steel products
Express Anahuac S.A. de C.V. (1)    Mexico           Freight services                        86.68%           -
Ferropak Comercial S.A. de C.V.     Mexico           Scrap company                           86.68%           -
  (1)
Ferropak Servicios S.A. de C.V.     Mexico           Services                                86.68%           -
  (1)
Galvacer America Corp (1)           USA              Distributing company                    86.68%           -

Galvamet America Corp (1)           USA              Manufacturing and selling of            86.68%           -
                                                        insulates panel products
Tansamerica E. & I. Corp (1)        USA              Scrap company                           86.68%           -

Galvatubing Inc. (1)                USA              Manufacturing and selling of pipe       86.68%           -
                                                        products
Las Encinas S.A. de C.V. (1)        Mexico           Exploration, explotation and            86.68%           -
                                                        pelletizing of iron ore
Tecnica Industrial S.A. de C.V.     Mexico           Services                                86.68%           -
  (1)
Hylsa Latin LLC (2)                 USA              Holding company                         86.68%           -

Acerex S.A. de C.V. (3)             Mexico           Tooling services                        43.34%           -
Acerex Servicios S.A. de C.V.       Mexico           Services                                43.34%           -
  (3)
Consorcio Minero Benito Juarez      Mexico           Exploration, explotation and            43,34%           -
  Pena Colorada S.A.de C.V. (3)                         palletizing of iron ore
Pena Colorada Servicios S.A. de     Mexico           Services                                43.34%           -
  C.V. (3)
--------------------------------------------------------------------------------------------------------------------


     (1)  Indirectly through the participation of Hylsamex.  Total voting rights
          held: 100.00%.
     (2)  Indirectly  through the  participation of Hylsamex (73.4%) and Ternium
          S.A. (26.6%). Total voting rights held: 100%.
     (3)  Indirectly through the participation of Hylsamex.  Total voting rights
          held: 50.00%.

Detailed below are the most relevant  associated  companies  which are accounted
for by the equity method of accounting in these combined consolidated  financial
statements.




------------------------------------------------------------------------------------------------------------------
             Company                  Country of                Main activity             Percentage of ownership
                                     Organization                                             at December 31,
                                                                                         -------------------------
                                                                                             2005         2004
---------------------------------- ----------------- ----------------------------------- ------------- -----------

                                                                                              
Consorcio Siderurgia Amazonia      Cayman Islands    Holding of investments in
  Ltd.(1)                                               Venezuelan steel companies              -         31.03%
Matesi Materiales Siderurgicos     Venezuela         Manufacturing and marketing of
  S.A.(2)                                               briquettes                           26.49%          -
Compania Afianzadora de Empresas   Argentina         Granting of guarantees to
  Siderurgicas S.G.R. (3)                               participating partners to
                                                        facilitate or permit access to
                                                        credits for the purchase of
                                                        national raw material                 21.81%       19.74%
------------------------------------------------------------------------------------------------------------------



                                       10


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


2   Basis of presentation (continued)

(1)  Indirectly through the participation of Prosid Investments S.C.A. (21.14%),
     IS (5.81%) and Tamsider  (14.49%).  Total voting rights held:  41.44%.  The
     Company acquired control over Amazonia on February 15, 2005 (see Note 3).
(2)  Indirectly through the participation of Sidor (49.8%).
(3)  Indirectly  through the  participation  of Siderar  (38.89%).  Total voting
     rights held: 38.89%.

Eliminations of all material intercompany  transactions and balances between the
Company and the other combined companies and their respective  subsidiaries have
been made in consolidation.

The  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.

The preparation of 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  at the balance sheet
dates,  and the reported  amounts of revenues and expenses  during the reporting
periods. Actual results may differ from these estimates.

These combined consolidated financial statements have been approved for issue by
the board of directors on February 28, 2006.

3   Acquisition of business

(a) Hylsamex

On May 18,  2005,  III BVI,  Hylsamex  S.A. de C.V.  and Alfa  entered  into the
Hylsamex  Acquisition   Agreement.   Pursuant  to  the  terms  of  the  Hylsamex
Acquisition Agreement, on July 26, 2005, III BVI launched a cash tender offer in
Mexico for the acquisition of all the outstanding shares of Hylsamex.  On August
22, 2005, the  acquisition by III BVI of a controlling  interest in Hylsamex and
of Alfa's minority interests in Amazonia, Ylopa and Hylsa Latin was consummated.
The  Company  acquired  an indirect  controlling  interest  in Hylsamex  and its
subsidiaries,  and  the  indirect  equity  stakes  owned  by  Hylsamex's  former
controlling  shareholder,  Alfa,  in  Amazonia  and Ylopa.  III BVI and  Siderar
acquired  70.0% and 29.3% of the  shares of  Hylsamex,  respectively  by a total
amount of USD 2,095  million.  III BVI also acquired an additional  10.5% direct
and indirect  interest in Amazonia and an additional  11.1% interest in Ylopa by
USD 91.9 million. Subsequently,  Siderar purchased additional shares of Hylsamex
in the open market for a total amount of USD 9.7 million,  thus reaching a 29.8%
equity interest in that company.

Hylsamex's main business is the production of flat and long steel products, with
manufacturing plants located in the cities of Monterrey and Puebla,  Mexico, and
is a leader in the production of coated steel.

The acquired business  contributed  revenues of USD 723.8 million and net income
of USD 25.4 million to the Company in the year ended December 31, 2005. The book
value of net assets acquired totals USD1,492  million.  The fair value of assets
and liabilities arising from acquisition are as follows:

                                                   Fair value of assets
                                                and liabilities at the date
                                                     of acquisition
                                                      USD Thousand
                                              -------------------------------
        Property, plant and equipment                             2,129,325
        Inventories                                                 345,053
        Cash and cash equivalents                                   215,411
        Deferred tax liabilities                                  (449,537)
        Pension benefits                                          (116,860)
        Borrowings                                                (751,730)
        Others assets and liabilities, net                          488,297
        Minority interest                                         (156,651)
                                              -------------------------------
        Net                                                       1,703,308
                                              -------------------------------

Goodwill, representing the excess of the purchase price paid over the fair value
of identifiable assets, liabilities and contingent liabilities acquired, totaled
USD 399.7 million.


                                       11



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



3   Acquisition of business (continued)


As part of the financing  for the  acquisition,  the Company and its  affiliates
entered into the following loan agreements:

i)   an amended and restated credit agreement, dated as of August 16, 2005 among
     I.I.I.  BVI and  lenders  for an  aggregate  principal  amount of  USD1,000
     million (the "Ternium  Credit  Facility").  The Ternium Credit  Facility is
     comprised of two equal tranches:

     -    Tranche A with a maturity of three  years and bearing  interest at the
          annual rate of LIBOR plus an applicable  margin that ranges from 75 to
          400 basis points.  This tranche has been fully repaid in February 2006
          (see Note 35).
     -    Tranche B with a maturity  of five years and  bearing  interest at the
          annual rate of LIBOR plus an applicable  margin that ranges from 137.5
          to 300 basis points.

ii)  an amended and restated credit agreement,  dated as of August 16, 2005, for
     an aggregate principal amount of USD380 million among Siderar, as borrower,
     and the  lenders  (the  "Siderar  Credit  Facility").  The  Siderar  Credit
     Facility is payable in five equal and consecutive semi-annual  installments
     with a grace period of 12 months and bears interest at LIBOR plus 200 basis
     points; and

iii) several  convertible and subordinated loan agreements,  dated as of various
     dates, for an aggregate principal amount of USD594 million,  each among the
     Company, I.I.I. BVI, as borrowers, and Usiminas,  Tenaris, or other Techint
     Group companies (collectively,  the "Subordinated Lenders", the agreements,
     the  "Subordinated  Convertible Loan Agreements" and the loans  thereunder,
     the  "Subordinated  Convertible  Loans").  Pursuant  to  the  terms  of the
     Subordinated  Convertible Loan Agreements,  on February 6, 2006 the Company
     delivered the ADSs to the  Underwriters  upon  consummation  of the Initial
     Public  Offering,  the Subordinated  Convertible  Loans have been converted
     into  shares of the  Company  at a price  per share  equal to the price per
     share paid by the investors in the offering (see Note 35).

     Under the credit agreements  mentioned in i) and ii) above, the Company and
     its  affiliates  are subject to certain  covenants that limit their ability
     to, among other things: pay dividends in excess of certain amounts to their
     shareholders or make other restricted  payments;  make capital expenditures
     in excess of certain amounts;  grant certain liens, borrow additional money
     or prepay  principal or interest on subordinated  debt over certain limits,
     change their  business or amend certain  significant  agreements,  effect a
     change of control,  and merge, acquire or consolidate with another company,
     make additional investments or dispose of their assets.

These  contracts  also  require  Ternium and its  subsidiaries  to meet  certain
financial covenants, ratios and other tests, which could limit their operational
flexibility  and  could  prevent  Ternium  from  taking  advantage  of  business
opportunities  as they arise,  growing its  business or  competing  effectively.
Moreover,  a failure by Ternium and its  subsidiaries  to comply with applicable
financial   measures  could  result  in  defaults  under  those   agreements  or
instruments.  Ternium and its  subsidiaries  are in compliance with all of their
financial covenants, ratios and tests.

(b) Amazonia

On  February 3, 2005,  Ylopa  exercised  its option to convert  the  outstanding
balance of the Amazonia  convertible debt instrument into newly issued shares of
that  company.  On  February  15,  2005 new shares of  Amazonia  were  issued in
exchange  for  the  convertible  instrument.  As a  result,  Ternium's  indirect
participation in Amazonia  increased from 31.03% to 53.47%,  thereby  increasing
its indirect  participation in Sidor from 18.53% to 31.94%. This acquisition has
been  accounted  for  following  the  provisions  contained  in IFRS 3 "Business
Combinations"  ("IFRS 3") and,  accordingly,  assets  acquired  and  liabilities
assumed  have  been  valued  at  fair  value.   Total  purchase   consideration,
representing  the carrying amount of the convertible debt instrument at the date
of conversion,  accounted for USD127.6 million,  of which USD82.0  correspond to
the  majority  shareholders.  The excess of  Ternium's  interest in the net fair
value of Amazonia's identifiable assets,  liabilities and contingent liabilities
over the purchase price  (amounting to USD 188.4 million) has been recognized in
income for the year.  The main  factor  that  contributed  to a  purchase  price
significantly  below  the fair  value of net  assets  acquired  is the  downturn
experienced by steel prices until 2003.  Thus, the  convertible  debt instrument
was issued at a time when Amazonia was undergoing a severe crisis  affecting its
business and financial  condition,  this situation being opposite to the current
business  condition on the date the  conversion  feature was  exercised  and the
business combination was effected.  In addition, as also required by IFRS 3, the
Company  recorded in equity the excess of the fair value of its  pre-acquisition
interest in Amazonia's net assets over their corresponding carrying amounts.

With the  increase in equity  ownership  of Amazonia to 53.47%,  the Company has
effective control.

                                       12



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



3   Acquisition of business (continued)

The acquired business contributed revenues of USD 1,863.5 million to the Company
in the year ended  December  31,  2005.  The book  value of net assets  acquired
totals USD 928 million.  The fair value of assets and  liabilities  arising from
acquisition are as follows:

                                                  Fair value of assets
                                                and liabilities at the date
                                                     of acquisition
                                                      USD Thousand
                                              -------------------------------
        Property, plant and equipment                             2,444,289
        Inventories                                                 284,676
        Cash and cash equivalents                                   305,342
        Deferred Tax Liabilities                                  (284,242)
        Pension Benefits                                           (78,425)
        Provisions                                                 (37,163)
        Borrowings                                                (656,658)
        Others assets and liabilities, net                         (13,459)
        Minority Interest                                         (795,178)
                                              -------------------------------
        Net                                                      1,169,182
                                              -------------------------------

(c)      Impeco S.A.

On November 18 2005, Ternium's Argentine subsidiary, Siderar, agreed to acquire,
for USD 55.2 million,  assets and facilities of Acindar  Industria  Argentina de
Aceros S.A.  ("Acindar")  related to the production of welded steel pipes in the
province of San Luis in Argentina, as well as 100% of the issued and outstanding
shares of Impeco  S.A.,  which in turn owns a plant  located in the  province of
Santa Fe in  Argentina.  These two  plants  have a  production  capacity  of 140
thousand tons per year of tubes to be used in the construction, agricultural and
manufacturing  industries.  The  acquisition  has been approved by the Argentine
competition authorities and was completed on January 31, 2006.

4   Accounting policies

The following is a summary of the principal  accounting policies followed in the
preparation of these combined consolidated financial statements:

(a)      Group accounting

(1) Subsidiary companies

Subsidiary  companies are those entities in which the Company has an interest of
more than 50% of the  voting  rights  or  otherwise  has the  power to  exercise
control over the operating  decisions.  Subsidiaries are  consolidated  from the
date  on  which  control  is  transferred  to the  Company  and  are  no  longer
consolidated  from  the  date  that  control  ceases.  The  purchase  method  of
accounting is used to account for the acquisition of  subsidiaries.  The cost of
an  acquisition  is measured as the fair value of assets given up, shares issued
or  liabilities  undertaken  at the date of  acquisition,  plus  costs  directly
attributable to the  acquisition.  The excess of the  acquisition  cost over the
Company's  share of the  fair  value  of net  assets  acquired  is  recorded  as
goodwill.  Acquisition of minority  interests in  subsidiaries  is accounted for
following  the  economic  entity  model and,  accordingly,  assets  acquired and
liabilities  assumed  are  valued at book  value and the  difference  arising on
purchase  price  allocation is recorded in equity under  "Revaluation  and other
reserves" line item. Intercompany transactions, balances and unrealized gains on
transactions  among the Company and its subsidiaries are eliminated;  unrealized
losses are also eliminated unless cost cannot be recovered.


                                       13


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



4   Accounting policies (continued)

(a) Group accounting (continued)

(2) Associated companies

Associated companies are entities in which Ternium generally has between 20% and
50% of the voting rights, or over which Ternium has significant  influence,  but
which it does not control (see Note 2). Investments in associated  companies are
accounted  for using the equity  method of  accounting.  Under  this  method the
Company's  share of the  post-acquisition  profits  or losses  of an  associated
company is recognized in the income statement and its share of  post-acquisition
changes in reserves is recognized in reserves.  The cumulative  post-acquisition
changes are adjusted  against the cost of the  investment.  Unrealized  gains on
transactions  among the Company and its  associated  companies are eliminated to
the extent of the  Company's  interest in such  associated  company;  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 an
associated company equals or exceeds its interest in such associate, the Company
does not recognize  further  losses unless it has incurred  obligations  or made
payments on behalf of such associated company.

(3) First-time application of IFRS

The Company's  transition date is January 1, 2003.  Ternium prepared its opening
IFRS  balance  sheet at that date.
In preparing these combined consolidated financial statements in accordance with
IFRS 1, the  Company has applied  the  mandatory  exceptions  and certain of the
optional  exemptions  from full  retrospective  application of IFRS, as detailed
below:

3.1. Exemptions from full retrospective application - elected by the Company

The Company has elected to apply the  following  optional  exemptions  from full
retrospective application.

(a) Fair value as deemed cost exemption
Ternium has elected to measure its  property,  plant and equipment at fair value
as of January 1, 2003.

(b) Cumulative translation differences exemption
Ternium has elected to set the previously  accumulated cumulative translation to
zero at January 1, 2003. This exemption has been applied to all  subsidiaries in
accordance with IFRS 1.

3.2 Exceptions from full retrospective application followed by the Company

Ternium  has applied  the  following  mandatory  exceptions  from  retrospective
application.

(a) Derecognition of financial assets and liabilities exception

Financial  assets and  liabilities  derecognized  before January 1, 2003 are not
re-recognized  under  IFRS.  However,  this  exception  had no  impact  on these
financial  statements  as it was  not  applicable  since  the  Company  did  not
derecognize any financial assets or liabilities  before the transition date that
qualified for recognition.

(b) Hedge accounting exception

The Company has no derivatives that qualify for hedge accounting. This exception
is therefore not applicable.

(c) Estimates exception

Estimates under IFRS at January 1, 2003 should be consistent with estimates made
for the same date under previous GAAP.

(d) Assets held for sale and discontinued operations exception

Ternium did not have assets that met the  held-for-sale  criteria (as defined by
IFRS 5) during the period presented.


                                       14


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



4   Accounting policies (continued)

(b) Foreign currency translation

(1) 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").  The
functional currency of the Company is the U.S. dollar ("USD").  Although Ternium
is located in  Luxembourg,  it  operates  in several  countries  with  different
currencies. The USD is the currency that best reflects the economic substance of
the  underlying  events and  circumstances  relevant to Ternium as a whole.  The
combined  consolidated  financial  statements are presented in thousands of U.S.
dollars.


(2) Subsidiary companies

The results and  financial  position  of all the group  entities  (none of which
operates  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 balance
     sheet;
(ii) income and expenses for each income  statement  are  translated  at average
     exchange rates; and
(iii) all  resulting  translation  differences  are  recognized  as  a  separate
      component of equity.

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 accounted for
at the exchange  rates  prevailing  at the date of the  transactions.  Gains and
losses  resulting  from  the  settlement  of  such  transactions  and  from  the
translation of monetary assets and liabilities  denominated in currencies  other
than the functional  currency are recognized in the income statement,  including
the foreign exchange gains and losses from intercompany transactions.


(c) 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  impairment  (if  applicable).
Nevertheless,  as mentioned in Note 4(a), property, plant and equipment has been
valued at its deemed cost at the transition date to IFRS.

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.


Leases where the lessor  retains a significant  portion of the risks and rewards
of ownership are classified as operating  leases.  Payments made under operating
leases  (net of any  incentives  received  from the  lessor)  are charged to the
income statement on a straight-line basis over the period of the lease.

                                       15


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



4   Accounting policies (continued)

(c) Property, plant and equipment (continued)

Depreciation  method is reviewed at each  balance  sheet date.  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                                                           No Depreciation
Buildings and improvements                                     20-40 years
Plant and production equipment                                 15-25 years
Vehicles, furniture and fixtures and other equipment           5-15 years

The assets'  useful lives are  reviewed,  and adjusted if  appropriate,  at each
balance sheet date.

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 4 (d)
"Impairment").

(d) Impairment

Assets that have an indefinite  useful life are not subject to amortization  and
are tested annually for impairment.  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  present  value of  estimated
future cash flows. For purposes of assessing  impairment,  assets are grouped at
the  lowest  levels  for which  there are  separately  identifiable  cash  flows
(cash-generating  units). For these purposes, each associate has been considered
a cash generating unit.

At December 31, 2005 and 2004,  no  impairment  provisions  were  recorded.  The
impairment  provision  recorded in previous  years on the investment in Amazonia
was reversed in 2004 and included in equity in earnings of associated companies,
as explained in Note 12.

(e) Intangible assets

(1) Information systems 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.

Information  systems  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 expenses and general
and administrative expenses.

(2) Mining concessions

Mining  license  was  recognized  as  a  separate   intangible  asset  upon  the
acquisition  of Hylsamex and comprises the right to exploit or explore the mines
and is recognized at its fair value less accumulated amortization.  Amortization
charge is  calculated  according to the mineral  extracted in each period and is
included in cost of sales.

(3) 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.

(4) 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, 2005,  2004 and 2003 totaled USD
2.1 million, USD 0.3 million and USD 0.5 million, respectively.

                                       16


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



4   Accounting policies (continued)

(f) Other investments

Under IAS 39 "Financial Instruments:  Recognition and Measurement",  investments
have to be classified into the following  categories:  financial  assets at fair
value  through  profit  or  loss;   held-to-maturity   investments;   loans  and
receivables and available-for-sale  financial assets. The classification depends
on the purpose for which the investments  were acquired.  Management  determines
the classification of its investments at initial recognition.

Deposits in trusts are  classified  as  financial  assets at fair value  through
profit or loss.  Subsequent to their acquisition,  these investments are carried
at fair value through profit and loss.  Realized and unrealized gains and losses
arising from changes in the fair value in those  investments are included in the
income  statement for the period in which they arise.  The Amazonia  Convertible
Debt Instrument was carried at cost until it was capitalized in February 2005.

In order to mitigate any potential impact of Argentine  regulations  restricting
payments outside of Argentina, Siderar has placed financial resources in a trust
outside  Argentina.  The  objective  of the trust is  solely to ensure  that the
financial needs for the normal development of Siderar's  operations are met. The
fund mainly  comprises  time deposits and  commercial  paper.  No liabilities or
debts have been offset within the trust fund. The financial  resources that were
placed  in the  trust  up to  December  31,  2004  have  been  contributed  to a
subsidiary (Inversiones Basilea S.A.) as of January 1, 2005.

All purchases and sales of  investments  are  recognized on the trade date,  not
significantly different from the settlement date, which is the date that Ternium
commits to purchase or sell the investment.

(g) Inventories

Inventories are stated at the lower of cost  (calculated  using  principally the
first-in-first-out  "FIFO" method) or net realizable value. The cost of finished
goods and work in progress comprises raw materials,  direct labor, depreciation,
other direct costs and related production  overhead costs. It excludes borrowing
costs.  Net  realizable  value is the  estimated  selling  price in the ordinary
course of business,  less the costs of completion  and selling  expenses.  Goods
acquired in transit at period end are valued at supplier invoice cost.

A provision for obsolescence or slow-moving  inventory is recorded in connection
with supplies and spare parts and 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 the potential  obsolescence due to technological change. The
provision for  slow-moving  inventory is recognized for finished goods and goods
in progress based on management's analysis of their aging.

(h) Trade receivables

Trade and other  receivables  are  carried at face value  less a  provision  for
impairment,  if applicable.  This amount does not differ significantly from fair
value.

A provision for impairment is established when there is objective  evidence that
a financial  asset or group of assets is  impaired.  Objective  evidence  that a
financial  asset or group of assets is impaired  includes  observable  data that
comes to the attention of the Company about a loss event,  such as a significant
financial  difficulty of the obligor or a breach of contract.  The amount of the
impairment is determined as the difference  between the asset's  carrying amount
and the present value of estimated  future cash flows  discounted at the asset's
original  effective  interest  rate. The amount of the loss is recognized in the
income statement.

(i) Cash and cash equivalents

Cash and cash equivalents and highly liquid short-term securities are carried at
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 less than 90 days).

In the combined  consolidated  balance  sheet,  bank  overdrafts are included in
borrowings within current liabilities.

(j) Shareholders' equity

Basis of combination

The combined  consolidated  statement of changes in shareholders' equity for the
years 2005, 2004 and 2003 was prepared based on the following:

                                       17


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



4   Accounting policies (continued)

(j) Shareholders' equity (continued)

--   Currency translation  differences arising from the translation of financial
     statements  expressed in currencies other than the U.S. dollar are shown in
     a separate line;
--   Dividends  include  the  dividends  paid by III (BVI) to San  Faustin,  and
     dividends paid by Ylopa to Tenaris,  as if they had been paid by Ternium to
     San Faustin or Tenaris.
--   Other  distributions  comprise  loans  granted by Ylopa and Amazonia to its
     shareholders that are in substance capital nature transactions. These loans
     are non-interest  bearing  facilities  granted by Ylopa to its shareholders
     based on their  respective  stockholdings.  These loans mature in one year,
     although  debtors are allowed to make  partial or full  prepayments  at any
     time.  However Ylopa's  intention is to offset the  outstanding  balance of
     such facilities against future dividend distributions.  Accordingly,  these
     credits have been shown as a reduction to equity.
--   Expenses  incurred  in  connection  with the  Initial  Public  Offering  at
     year-end,  totaling USD5.5 million  approximately,  have been deducted from
     equity,  since they directly relate to a transaction  which itself is to be
     recorded in equity,  although at December 31, 2005, the equity  transaction
     had not yet been completed.

(k)      Borrowings

Borrowings  are  recognized  initially  for an  amount  equal  to  the  proceeds
received.  In subsequent  periods,  borrowings are stated at amortized cost; any
difference between proceeds and the redemption value is recognized in the income
statement over the period of the borrowings.

A debt  restructuring  is accounted for in accordance  with the  guidelines  set
forth by IAS No. 39 which states that a substantial modification of the terms of
an existing debt instrument  (whether or not due to the financial  difficulty of
the debtor)  should be accounted for as an  extinguishment  of the old debt. For
purposes of IAS No. 39, the terms are substantially  different if the discounted
present value of the cash flows under the new terms, including any fees paid net
of any fees  received,  is at least 10 per cent  different  from the  discounted
present value of the remaining cash flows of the original debt instrument.

Borrowing costs are expensed as incurred.

(l) Income taxes - current and deferred

Under present  Luxembourg law, so long as the Company  maintains its status as a
holding  company,  no income tax,  withholding  tax  (including  with respect to
dividends), or capital gain tax is payable in Luxembourg by the Company.

The  current  income  tax  charge  is  calculated  on the  basis of the tax laws
existing in the countries in which Ternium's  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.

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.   The  principal   temporary
differences arise on fixed assets,  originated in different valuation and useful
lives  considered  by  accounting  standards  and  tax  regulations,   tax  loss
carry-forwards,  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 by the
balance sheet date.  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.

(m) Employee liabilities

(1) Pension obligations

The Company has defined  benefit 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.

                                       18


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



4   Accounting policies (continued)

(m) Employee liabilities (continued)

The  liability  recognized  in the balance  sheet in respect of defined  benefit
pension  plans is the present  value of the defined  benefit  obligation  at the
balance sheet date,  together with adjustments for unrecognized  actuarial gains
or losses and past service costs.  The defined benefit  obligation is calculated
annually by independent actuaries using the projected unit credit method.

Actuarial  gains and losses arising from  experience  adjustments and changes in
actuarial  assumptions  are charged or  credited  to income over the  employees'
expected average remaining working lives.

Past-service costs are recognized  immediately in income,  unless the changes to
the pension plan are  conditional  on the  employees  remaining in service for a
specified  period of time (the vesting  period).  In this case, the past-service
costs are amortized on a straight-line basis over the vesting period.

Siderar
-------

Siderar  implemented an unfunded  defined benefit  employee  retirement plan for
Siderar's and certain other officers throughout the world on August 1, 1995. The
plan is designed to provide retirement,  termination and other benefits to those
officers.

For its main plan,  Siderar is accumulating  assets for the ultimate  payment of
those benefits in the form of investments  that carry time limitations for their
redemption.  The  investments  are not part of a particular  plan,  nor are they
segregated from Siderar's other assets, and therefore this plan is classified as
"unfunded"  under IFRS  definitions.  Benefits  provided by the plan are in U.S.
Dollars and are  calculated  based on a three-year or seven-year  salary average
(whichever is more favorable to the  beneficiary)  for those executives who have
retired or were  terminated  before  December  31,  2003.  After this date,  the
benefits of the plan are calculated based on a seven-year salary average.

Sidor
-----

In compliance with the requirements  established by the share purchase agreement
subscribed in connection with the  acquisition of Sidor,  and as provided by the
agreement entered into with the Union representing Sidor's employees, on July 6,
1998,  Sidor has  established  a plan  providing  for certain  pension and other
post-retirement benefits for qualifying employees. This plan is financed through
contributions made by that company and active employees.  Although the plan does
not  provide  for the  amounts  to be paid to  employees  upon  retirement,  for
purposes of  International  Accounting  Standard No. 19  ("Employee  Benefits"),
Sidor's  obligations  have  been  calculated  based  on  actuarial  calculations
prepared assuming this plan qualifies as a defined benefit plan.

Hylsamex
--------

The valuation of the  liabilities  for 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  irrevocable trust funds for the payment of pensions
and seniority premiums, as well as for health-care expenses.

(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.

                                       19


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



4   Accounting policies (continued)

(m) Employee liabilities (continued)

(3) Other compensation obligations

Employee  entitlements  to annual  leave and  long-service  leave are accrued as
earned.

(4) Social security contributions

Social  security  laws in force in Argentina,  Mexico and Venezuela  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,  Siderar,  Hylsamex and Sidor 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.

(n) Provisions and other liabilities

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.

(o) Revenue recognition

Revenues  are  recognized  as sales when  revenue is earned and is  realized  or
realizable.  This  includes  satisfying  all  of  the  following  criteria:  the
arrangement  with the  customer  is  evident,  usually  through the receipt of a
purchase order; the sales price is fixed or determinable; delivery as defined by
the  risk  transfer   provision  of  the  sales  contracts  has  occurred,   and
collectibility is reasonably assured.

Interest income is recognized on an effective yield basis.

Income from  participation  account is recognized  when earned  according to its
contractual terms (see Note 29).

(p) Cost of sales, selling expenses and general and administrative expenses

Cost of sales and expenses are recognized in the income statement on the accrual
basis of accounting.

(q) 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. At December 31, 2005, there were  297,010,812  potential shares
outstanding (see Note 30; actual shares are described in Note 35 (a)).

(r) Derivative financial instruments

Information  about accounting for derivative  financial  instruments and hedging
activities is included in Note 34 "Financial risk management".

(s) Segment information

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 flat  steel  products  and the long  steel  products  segment
comprises the manufacturing and marketing of long steel products.

The secondary  reporting  format is based on a  geographical  location.  Ternium
sells its products to four main geographical  areas:  South and Central America,
North America, Europe and Other.

                                       20




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



5  Segment information

Primary reporting format - business segments

                                              Flat steel   Long steel
                                               products     products     Other     Unallocated     Total
                                            ---------------------------------------------------------------
                                                                                

   Year ended December 31, 2005

   Net sales                                  3,570,414      625,368      251,898      -         4,447,680
   Cost of sales                             (1,925,163)    (382,325)    (163,356)      -       (2,470,844)
                                            ------------ ------------ ------------ ----------- -------------
   Gross profit                               1,645,251      243,043       88,542      -         1,976,836

   Capital expenditures - PP&E                  208,772       14,587      -            -           223,359
   Depreciation - PP&E                          267,975       32,604        1,387      -           301,966

   Segment assets
   Inventories, net                             859,270      126,536       14,313      -         1,000,119
   Trade receivables, net                       363,573       74,925       34,262      -           472,760
   PP&E, net                                  4,653,192      749,305       61,374      -         5,463,871
   Other assets                                  -            -           -         1,723,231    1,723,231

   Segment liabilities                        1,566,451      193,247       31,117   3,293,247    5,084,062


                                             Flat steel
                                              products     Trading       Other     Unallocated     Total
                                            ------------ ------------ ------------ ----------- -------------
   Year ended December 31, 2004

   Net sales                                  1,266,197      325,227        7,501         -      1,598,925
   Cost of sales                               (647,815)    (312,447)      (4,742)        -       (965,004)
                                            ------------ ------------ ------------ ----------- -------------
   Gross profit                                 618,382       12,780        2,759         -        633,921

   Capital expenditures - PP&E                   83,763          -           -            -         83,763
   Depreciation - PP&E                           92,596           86         -            -         92,682

   Segment assets
   Inventories, net                              233,624      20,100          562         -        254,286
   Trade receivables, net                        111,945      58,877          783         -        171,605
   PP&E, net                                   1,244,294         397         -            -      1,244,691
   Investment in Amazonia                        309,195         -           -            -        309,195
   Other assets                                  468,673      95,047         -     103,133         666,853

   Segment liabilities                           635,461     143,629         -      95,689         874,779



                                       21




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



5 Segment information (continued)

                                             Flat steel
                                              products     Trading     Other (ii)  Unallocated     Total
                                            ------------ ------------ ------------ ----------- -------------
                                                                                
   Year ended December 31, 2003

   Net sales                                   955,591       98,261        2,714           -     1,056,566
   Cost of sales                              (576,368)     (93,276)      (2,076)          -      (671,720)
                                            ------------ ------------ ------------ ----------- -------------
   Gross profit                                379,223        4,985          638           -       384,846

   Capital expenditures - PP&E                  26,014           -            -            -        26,014
   Depreciation - PP&E                          81,720           29           -            -        81,749

   Segment assets
   Inventories, net                            140,754        3,167          386           -       144,307
   Trade receivables, net                       81,504       26,922           30           -       108,456
   PP&E, net                                 1,275,477          222           -            -     1,275,699
   Investment in Amazonia                      151,543           -            -            -       151,543
   Other assets                                360,492       37,888           -      108,503       506,883

   Segment liabilities                         795,102       52,982           -       86,719       934,803


(ii) Includes sales of pig iron made by Siderar

Secondary reporting format - geographical segments

Allocation  of net  sales is based on the  customers'  location.  Allocation  of
assets and capital expenditures is based on the assets' location.

Ternium's  subsidiaries  operate  for four main  geographical  areas.  The North
American segment comprises  principally  United States,  Canada and Mexico.  The
South and Central  American segment  comprises  principally  Argentina,  Brazil,
Colombia, Venezuela and Ecuador.




                                                    South and
                                                     Central       North
                                                     America      America     Europe        Other       Total
                                                   ------------ ----------- ------------ ----------- ------------

                                                                                        
Year ended December 31, 2005
Net sales                                            2,805,214    1,290,353     270,496       81,617   4,447,680
Segment assets.
Trade receivables                                       64,837      335,795      68,050        4,078     472,760
Property, plant and equipment                        3,409,045    2,054,687         139       -        5,463,871

Depreciation - PP&E.                                   249,808       52,132          26       -          301,966
Capital expenditures - PP&E                            180,867       42,473          19       -          223,359

Year ended December 31, 2004
Net sales                                            1,123,692      230,829     212,373       32,031   1,598,925
Segment assets.
Trade receivables                                       50,956       42,563      77,581          505     171,605
Property, plant and equipment                        1,244,428           93         170       -        1,244,691

Depreciation - PP&E.                                    92,626           25          31       -           92,682
Capital expenditures - PP&E                             83,763                                            83,763

Year ended December 31, 2003
Net sales                                              713,265       86,618     184,033       72,650   1,056,566
Segment assets
Trade receivables                                       35,529        7,744      63,930        1,253     108,456
Property, plant and equipment                        1,275,542           29         128                1,275,699

Depreciation - PP&E                                     81,720            7          22       -           81,749
Capital expenditures - PP&E                             26,014                                            26,014



                                       22




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


6        Cost of sales

                                                                       Year ended December 31,
                                                          ---------------------------------------------------
                                                                 2005               2004           2003
                                                          ---------------------------------------------------

                                                                                            
Inventories at the beginning of the year                            254,286         144,307          109,966
Acquisition of business - Amazonia                                  284,676           -                -
Acquisition of business - Hylsamex                                  345,053           -                -
Plus: Charges for the year
Raw materials and consumables used and other movements            1,607,002         781,337          453,590
Services and fees                                                   114,115          42,277           37,782
Labor cost                                                          283,775          89,362           68,053
Depreciation of property, plant and equipment                       279,480          89,836           78,996
Amortization of intangible assets                                    10,488           5,400            2,871
Maintenance expenses                                                207,242          62,488           57,888
Office expenses                                                       5,174           1,145            1,214
Freight and transportation                                           41,457          18,746           14,574
Insurance                                                               814             815              607
Provision for obsolescence                                            7,927            -               -
Recovery from sales of scrap and by-products                       (35,266)        (23,315)         (13,714)
Others                                                               64,740           6,892            4,200
Less: Inventories at the end of the year                        (1,000,119)       (254,286)        (144,307)
                                                          -------------------- ------------- ----------------
                                                                  2,470,844         965,004          671,720
                                                          -------------------- ------------- ----------------


7        General and administrative expenses



                                                                        Year ended December 31,
                                                          ---------------------------------------------------
                                                                2005             2004             2003
                                                          -------------------- ------------- ----------------

                                                                                              
Services and fees                                                   40,471           12,479            9,117
Labor cost                                                         119,822           15,105           17,159
Depreciation of  property plant and equipment                       22,486            2,846            2,753
Amortization of intangible assets                                    3,308              440              438
Maintenance and expenses                                             7,564            2,162            1,452
Taxes                                                               35,787           17,977           13,665
Office expenses                                                     21,147            1,346            1,155
Donations                                                            3,242            1,061            1,767
Insurance                                                            4,410              529              685
Others                                                              10,994            4,483            3,366
                                                           ---------------- ---------------------------------
                                                                   269,231           58,428           51,557
                                                           ---------------- ---------------------------------



8        Selling expenses



                                                                        Year ended December 31,
                                                          ---------------------------------------------------
                                                                2005             2004             2003
                                                          ---------------------------------------------------

                                                                                              
Services and fees                                                   13,237            3,249            3,582
Labor cost                                                          22,578            9,144            9,271
Amortization of intangible assets                                      643              670              421
Office expenses                                                      6,229              194              240
Freight and transportation                                         198,657           42,354           46,257
Taxes                                                                9,321            3,934            2,251
Others                                                               1,297              979              764
                                                          -------------------- ------------- ----------------
                                                                   251,962           60,524           62,786
                                                          -------------------- ------------- ----------------



                                       23




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


9   Labor costs (included in cost of sales, selling expenses and general and administrative expenses)

                                                                        Year ended December 31,
                                                          ---------------------------------------------------
                                                                2005             2004             2003
                                                          -------------------- ------------- ----------------
                                                                                             
Wages, salaries and social security costs                          361,250          104,268           83,087
Termination benefits                                                40,364            7,969           10,419
Pension benefits - defined benefit plans (Note 26 (i))              24,561            1,374              977
                                                          -------------------- ------------- ----------------
                                                                   426,175          113,611           94,483
                                                          -------------------- ------------- ----------------


10  Other operating  expenses, net



                                                                        Year ended December 31,
                                                          ---------------------------------------------------
                                                                2005             2004             2003
                                                          -------------------- ------------- ----------------
                                                                                                 
(i)  Other operating income
     Others                                                          6,543              502               75
                                                          -------------------- ------------- ----------------
     Total other operating income                                    6,543              502               75
                                                          -------------------- ------------- ----------------

(ii) Other operating  expenses
     Provision for impairment- trade receivables                    (1,853)          (1,093)          (6,025)
     Recovery of provision for impairment- trade
      receivables                                                    4,320            3,419            4,701
     Provision for  legal claims and other matters                 (13,586)          (2,714)          (3,975)
     Others                                                         (4,558)            (912)            (497)
                                                          -------------------- ------------- ----------------
     Total other operating expenses                                (15,677)          (1,300)          (5,796)
                                                          -------------------- ------------- ----------------
(iii)Derecognition of property, plant & equipment (a)              (54,348)               -                -
                                                           ---------------- ---------------------------------
      Total other operating expenses, net                          (63,482)            (798)          (5,721)
                                                          -------------------- ------------- ----------------





     (a) After the  acquisition  of Hylsamex  described in Note 3, the Company's management decided to abandon
         one of Hylsamex's mills and, accordingly, the net carrying amount of such mill has been charged to
         income for the year.

11       Financial (expenses) income, net

                                                                        Year ended December 31
                                                           --------------------------------------------------
                                                                2005             2004             2003
                                                           ---------------- ---------------- ----------------
                                                                                           
 Interest expense                                                 (81,608)         (18,257)         (39,980)
 Interest income                                                    32,324            8,911            6,036
 Net foreign exchange transaction gains and change in fair
 value of derivative instruments                                  (28,828)            9,845           37,787
 Bank commissions and other bank charges                          (10,015)          (1,506)          (1,719)
 Income from Participation Account (i)                              44,050          203,429           73,913
 Loss from Participation Account (i)                             (265,207)            -               -
 Others                                                            (1,452)            (133)            (431)
                                                           ---------------- ---------------- ----------------
 Financial (expenses) income, net                                 (310,736)         202,289           75,606
                                                           ---------------- ---------------- ----------------

  (i)   Until  February 15, 2005, the Company  accounted for its  investment in Amazonia under the equity method
        of accounting.  Thus, income arising from the Participation  Account Agreement  described in Note 29 has
        been recorded under Income from  Participation Account within  Financial  income,  net. Upon  conversion
        of the Amazonia  Convertible  Debt Instrument on February 15, 2005, the Company  acquired  control over
        Amazonia and began accounting for such investment on a consolidated  basis.  Accordingly,  income resulting
        from Ternium's  share of the  Participation  Account has been offset against  Amazonia's  loss for the same
        concept and shown net under Loss from Participation Account line item.


12   Equity in earnings of associated companies



                                                                          Year ended December 31,
                                                               ----------------------------------------------
                                                                   2005            2004             2003
                                                               -------------    ------------    -------------
                                                                                              
  Equity in earnings of associated companies (Note 16)               21,524          60,908          148,162
  Impairments (i) (Note 16)                                               -         148,293         (37,912)
                                                               -------------    ------------    -------------
  Equity in earnings of associated companies                         21,524         209,201          110,250
                                                               -------------    ------------    -------------

  (i)  The accumulated impairment loss over the Company's investment in Amazonia at December 31, 2003 (totaling
       USD 148,293) was fully reversed in fiscal year 2004.


                                       24



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


13       Tax charge

Income tax

Income tax expense for each of the years presented is as follows

                                                                             Year ended December 31,
                                                                   ---------------------------------------------
                                                                        2005           2004           2003
                                                                   -------------- -------------- ---------------
                                                                                              
Current tax                                                             (243,482)      (209,147)       (60,625)
Deferred tax (Note 25)                                                    24,990         31,661        (33,462)
                                                                   -------------- -------------- ---------------
                                                                        (218,492)      (177,486)       (94,087)
                                                                   -------------- -------------- ---------------


Income tax expense for the years ended  December 31, 2004 and 2003 differed
from the amount  computed by applying the statutory  incometax  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,
                                                                   ---------------------------------------------
                                                                        2005           2004           2003
                                                                   -------------- -------------- ---------------
                                                                                               
Income before income tax                                                1,291,305        925,661        450,638

Income tax expense at statutory tax rate                                  271,953        179,827         94,727
Non taxable income                                                        (70,115)        (2,341)        (1,289)
Non deductible expenses                                                    19,196           -               649
Utilization of previously unrecognized tax losses                         (2,542)           -                -
                                                                   -------------- -------------- ---------------
Income tax expense                                                        218,492        177,486         94,087
                                                                   -------------- -------------- ---------------



14       Property, plant and equipment, net




                                                                          Vehicles,
Year ended December 31, 2005                   Building and   roduction   furniture     Work in      Spare
                                    Land       improvements  Pequipment  and fixtures  progress      parts       Total
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------
                                                                                              
Cost
Value  at the  beginning  of the
 year                                 23,427         682,576  2,217,688      141,212      36,865      16,331    3,118,099
Translation differences               (6,243)        (98,975)  (266,065)      (6,484)    (10,094)       (382)    (388,243)
Acquisition of  business   -
 Amazonia                             55,815         959,849  2,473,696       42,231      94,370        -       3,625,961
Acquisition  of  business   -
 Hylsamex                            235,479         547,183  2,881,273       68,959      49,872        -       3,782,766
Additions                                266           7,539     42,747        2,633     165,966       4,208      223,359
Disposals / Consumptions                -            (29,029)   (83,352)      (3,396)      -          (1,538)    (117,315)
Transfers                              6,252          59,808    115,457        5,379    (186,896)       -           -
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------
Values at the end of the year        314,996       2,128,951  7,381,444      250,534     150,083      18,619   10,244,627
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------

Depreciation
Accumulated  at the  beginning of
 the year                             -             (392,996)(1,368,813)    (109,797)      -          (1,802)  (1,873,408)
Translation differences               -                61,210   107,768        3,773       -              (2)     172,749
Acquisition of  business   -
 Amazonia                             -             (480,581)  (688,188)     (12,903)      -               -   (1,181,672)
Acquisition of  business   -
 Hylsamex                             -             (274,824)(1,330,310)     (48,307)      -               -   (1,653,441)
Depreciation Charge                   -              (68,442)  (221,566)     (11,801)      -            (157)    (301,966)
Disposals / Consumptions              -                14,207    39,929        1,806       -           1,040       56,982
Accumulated  at  the  end  of the
 year                                 -           (1,141,426)(3,461,180)    (177,229)      -            (921)  (4,780,756)
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------
At December 31, 2005                 314,996         987,525  3,920,264       73,305     150,083      17,698    5,463,871
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------


                                       25



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

14 Property, plant and equipment, net (continued)




                                                                          Vehicles,
                                              Building and   Production   furniture     Work in       Spare
Year ended December 31, 2004          Land    improvements   equipment    and fixtures  progress      parts        Total
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------
                                                                                             
Cost
Values at the beginning of the
 year                                 23,856       644,233   2,233,218      141,874      29,797       14,187    3,087,165
Translation differences                 (392)      (11,212)    (36,999)      (2,346)       (585)        (263)     (51,797)
Additions                               -             -           -             970      80,386        2,407       83,763
Disposals / Consumptions                 (37)         -           -            (187)       (808)        -          (1,032)
Transfers                               -           49,555      21,469          901     (71,925)        -           -
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------
Values at the end of the year         23,427       682,576   2,217,688      141,212      36,865       16,331    3,118,099
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------
Depreciation
Accumulated at the beginning of
 the year                               -         (374,761) (1,329,670)    (105,504)       -          (1,531)  (1,811,466)
Translation differences                 -            6,439      22,525        1,576        -              30       30,570
Depreciation charge                     -          (24,674)    (61,668)      (6,039)       -            (301)     (92,682)
Disposals / Consumptions                -             -            -            170        -            -             170
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------
Accumulated at the end of the year      -         (392,996) (1,368,813)    (109,797)       -          (1,802)  (1,873,408)
                                 ------------ -------------- ----------- ------------ ------------ ---------- -------------
At December 31, 2004                  23,427       289,580     848,875       31,415      36,865       14,529    1,244,691
                                 ------------------------------------------------------------------------------------------


15        Intangible assets, net




 Year ended December 31, 2005                  Information       Mining         Goodwill          Total
                                             System Projects   Concessions
                                             ---------------- --------------- ------------- -----------------
                                                                                         
Cost
Values at the beginning of the year                  20,547            -               -              20,547
Translation differences                              (1,767)           (603)         (5,694)          (8,064)
Acquisition of business - Amazonia                     7,465           -               -               7,465
Acquisition of business - Hylsamex                    11,172        127,101            -             138,273
Additions                                             21,144            436         405,388          426,968
Disposals                                               (77)           -               -                 (77)
                                             ---------------- --------------- ------------- -----------------
Values at the end of the year                         58,484        126,934         399,694          585,112
                                             ---------------- --------------- ------------- -----------------
Amortization
Accumulated at the beginning of the year            (10,498)           -               -             (10,498)
Translation differences                                  806           -               -                 806
Acquisition of business - Amazonia                   (2,906)           -               -              (2,906)
Acquisition of business - Hylsamex                   (5,193)           -               -              (5,193)
Amortization charge                                 (10,115)         (4,324)           -             (14,439)
                                             ---------------- --------------- ------------- -----------------
Accumulated at the end of the year                  (27,906)         (4,324)           -             (32,230)
                                             ---------------- --------------- ------------- -----------------
At December 31, 2005                                  30,578        122,610         399,694          552,882
                                             ---------------- --------------- ------------- -----------------


                                       26


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


15 Intangible assets, net (continued)

 Year ended December 31, 2004                                     Information
                                                                System Projects
                                                              ------------------
Cost
Values at the beginning of the year                                     12,055
Translation differences                                                   (308)
Additions                                                                8,800
                                                              ------------------
Values at the end of the year                                           20,547
                                                              ------------------
Amortization
Accumulated at the beginning of the year                                (4,074)
Translation differences                                                     86
Amortization charge                                                     (6,510)
                                                              ------------------
Accumulated at the end of the year                                     (10,498)
                                                              ------------------
At December 31, 2004                                                    10,049
                                                              ------------------



16       Investments in associated companies, net

                                                     Year ended December 31,
                                                    ---------------------------
                                                        2005          2004
                                                    ---------------------------
At the beginning of  the year                            309,318       151,672
Translation adjustment                                    (3,554)      (51,555)
Equity in earnings  of associated companies               21,524        60,908
Consolidation of Amazonia (see Note 3)                  (318,166)         -
Impairments (Note 12)                                        -         148,293
                                                    ------------- -------------
At the end of  the year                                    9,122       309,318
                                                    ------------- -------------





The principal associated companies, all of which are unlisted, are:

                                                        Percentage of ownership
                                         Country of        at December 31,           Value at December 31,
               Company                  incorporation     2005        2004            2005          2004
-------------------------------------- ----------------- --------- -------------  -------------- -------------
                                                                                       
Matesi Materiales Siderurgicos S.A.(1)  Venezuela         26.49%         -           9,002             -
Consorcio Siderurgia Amazonia Ltd.(2)   Cayman Islands      -          31.03%          -           309,195
Compania Afianzadora de Empresas
 Siderurgicas S.G.R (3)                 Argentina         21.81%       19.74%          120             123
                                                                                  -------------- -------------
                                                                                     9,122         309,318
                                                                                  -------------- -------------

(1)      Indirectly through the participation of Sidor (49.8%).
(2)      Indirectly  through the participation of Prosid Investments S.C.A.  (21.14%),  IS (5.81%) and Tamsider
         (14.49%).  Total voting rights held: 41.44%.
(3)      Indirectly through the participation of Siderar (38.89%). Total voting rights held: 38.89%.


                                       27



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


16 Investments in associated companies, net (continued)

The equity investment in Amazonia at December 31, 2004 has been valued using the financial  statements of that company at
that date. The accompanying table shows summarized financial information of Amazonia at December 31, 2004.

                                                                                              ------------------
                                                                                                As of December
                                                                                                  31, 2004
                                                                                              ------------------
                                                                                                   
Non-current assets                                                                                    1,775,801
Current assets                                                                                          881,875
                                                                                              ------------------
Total assets                                                                                          2,657,676
                                                                                              ------------------

Shareholders' equity                                                                                    746,157
Minority interest                                                                                       595,912
                                                                                              ------------------
Total shareholders' equity                                                                            1,342,069
                                                                                              ------------------

Non-current liabilities                                                                                 693,640
Current liabilities                                                                                     621,967
                                                                                              ------------------
Total liabilities                                                                                     1,315,607
                                                                                              ------------------


                                                                                                ----------------
                                                                                                  Year ended
                                                                                                  December 31,
                                                                                                     2004
                                                                                                ----------------
Net sales                                                                                             1,914,308
Income tax and asset tax expense                                                                        (8,342)
Net income for the year attributable to equity holders                                                  146,324
Net income for the year attributable to minority interest                                               116,999



17       Other investments, net - non-current



                                                                                        As of  December 31,
                                                                                     --------------------------
                                                                                         2005         2004
                                                                                     --------------------------
                                                                                                 
Amazonia convertible debt instrument (Note 29)                                               -        127,576
Time deposits with related parties (i)                                                    10,450       11,171
Guarantee fund Compania Afianzadora de Empresas Siderugicas S.G.R. (ii)                    3,402        3,949
Other                                                                                        243        7,874
Provision for impairment of other investments (Note 23 (i))                               (1,488)      (2,001)
                                                                                     --------------------------
 Total                                                                                    12,607      148,569
                                                                                     --------------------------

(i) Time deposits with related parties

The Company holds a savings fund denominated in U.S.  dollars.  Withdrawal of investments  before certain dates is
subject to penalties on amounts invested.

(ii) Guarantee fund Compania de Empresas Siderurgicas S.G.R.

Corresponds to the Company's  portion of the risk funds sponsored by Compania  Afianzadora de Empresas  Siderurgicas
SGR, which acts as guarantor of third parties' debts.


                                       28




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


18 Receivables, net - non-current

                                                                                               As of December 31,
                                                                                           ---------------------------
                                                                                               2005          2004
                                                                                           ---------------------------
                                                                                                            
       Related parties                                                                           39,285        12,293
       Employee advances and loans                                                                6,323         1,516
       Trade receivables                                                                          3,474         3,404
       Employee receivables from sale of fixed assets                                             1,729         1,861
       Others                                                                                        76           113
       Provision for impairment - receivables (Note 23 (i))                                     (3,024)       (3,404)
                                                                                           ------------- -------------
                                                                                                 47,863        15,783
                                                                                           ------------- -------------


19       Receivables - current



                                                                                               As of December 31,
                                                                                           ---------------------------
                                                                                               2005          2004
                                                                                           ------------- -------------
                                                                                                           
            Value added tax                                                                      55,326       -
            Asset tax                                                                            60,312       -
            Prepaid taxes                                                                         2,894         2,534
            Employee advances and loans                                                           5,943         1,919
            Advances to suppliers                                                                58,839        11,815
            Expenses paid in advance                                                             15,172           688
            Government tax refunds on exports                                                    36,425         6,534
            Receivables with related parties                                                     35,548       160,230
            Other                                                                                20,843        24,979
                                                                                           ------------- -------------
                                                                                                291,302       208,699
                                                                                           ------------- -------------


20       Inventories, net



                                                                                               As of December 31,
                                                                                           ---------------------------
                                                                                               2005          2004
                                                                                           ---------------------------
                                                                                                           
       Raw materials, materials and spare parts                                                578,088      125,711
       Goods in process                                                                        282,358       71,228
       Finished goods                                                                          192,492       69,871
       Provision for obsolescence (Note 24 (i))                                                (52,819)     (12,524)
                                                                                           ---------------------------
                                                                                             1,000,119      254,286
                                                                                            ---------------------------


21       Trade receivables, net



                                                                                                 As of December 31,
                                                                                             --------------------------
                                                                                                  2005          2004
                                                                                             ------------- -------------
                                                                                                           
 Current accounts                                                                               487,952       169,180
 Trade receivables with related parties                                                          14,659        13,179
 Provision for impairment - trade receivables (Note 24 (i))                                     (29,851)      (10,754)
                                                                                             ------------- -------------
                                                                                                472,760       171,605
                                                                                             ------------- -------------



                                       29




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

22 Cash, cash equivalents and other investments

                                                                                      As of December 31,
                                                                                -------------------------------
                                                                                     2005            2004
                                                                                --------------- ---------------
                                                                                                  
(i)     Other investments
Trust funds with specific objective                                                      5,185          88,755
                                                                                --------------- ---------------
                                                                                         5,185          88,755
                                                                                --------------- ---------------
(ii)    Cash and cash equivalents
Cash at banks and in hand                                                              117,737          32,825
Deposits and foreign private sector bonds                                              637,243         162,050
Restricted cash                                                                         10,650             -
                                                                                --------------- ---------------
                                                                                       765,630         194,875
                                                                                --------------- ---------------


23       Provisions - non current

(i)   Deducted from assets


                                                                                                 Provision
                                                                                                for impairment
                                                                                Provision for     Other
                                                                                 Impairment-    investments -
                                                                                 Receivables     non current
                                                                               ---------------------------------
                                                                                                  
Year ended December 31, 2005
Values at the beginning of the year                                                       3,404           2,001
Translation differences                                                                     (47)            (17)
Reversals                                                                                  (333)            -
Uses                                                                                        -              (496)
                                                                               ---------------------------------
At December 31, 2005                                                                      3,024           1,488
                                                                               ---------------------------------

Year ended December 31, 2004
Values at the beginning of the year                                                       6,894           2,035
Translation differences                                                                     (71)            (34)
Reversals                                                                                (3,419)            -
                                                                               ---------------------------------
At December 31, 2004                                                                      3,404           2,001
                                                                               ---------------------------------



(ii)  Liabilities




                                                                                               Legal claims
                                                                                                   and
                                                                                              other matters
                                                                                            -------------------
                                                                                                      
Year ended December 31, 2005
Values at the beginning of the year                                                                     11,925
Translation differences                                                                                 (4,349)
Acquisition of business - Amazonia                                                                      37,163
Additional provisions                                                                                    9,240
Used                                                                                                      (500)
                                                                                            -------------------
At December 31, 2005                                                                                    53,479
                                                                                            -------------------

Year ended December 31, 2004
Values at the beginning of the year                                                                      9,859
Translation differences                                                                                   (173)
Additional provisions                                                                                    2,239
                                                                                            -------------------
At December 31, 2004                                                                                    11,925
                                                                                            -------------------


                                       30



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

24 Provisions - current

 (i) Deducted from assets

                                                                               Provision for
                                                                             impairment - trade    Provision for
                                                                                receivables         obsolescence
                                                                            ----------------------------------------
                                                                                                       
   Year ended December 31, 2005
   Values at the beginning of  the year                                                   10,754             12,524
   Translation differences                                                                  (418)            (1,802)
   Reversals                                                                              (3,987)               -
   Acquisition of business - Amazonia                                                      6,108             13,184
   Acquisition of business - Hylsamex                                                     24,509             24,713
   Additional provisions                                                                   1,853              7,927
   Uses                                                                                   (8,968)            (3,727)
                                                                              -------------------  -----------------
   At December 31, 2005                                                                   29,851             52,819
                                                                              -------------------  -----------------

   Year ended December 31, 2004
   Values at the beginning of  the year                                                    9,877             13,925
   Translation differences                                                                  (216)              (215)
   Reversals                                                                                -                (3,234)
   Additional provisions                                                                   1,093              2,048
                                                                              -------------------  -----------------
   At December 31, 2004                                                                   10,754             12,524
                                                                              -------------------  -----------------


(ii)  Liabilities



                                                                                            Legal claims and
                                                                                              other matters
                                                                                           --------------------
                                                                                                        
Year  ended December 31, 2005
Values at the beginning of the year                                                                        960
Translation differences                                                                                     (6)
Additional provisions                                                                                    4,346
Uses                                                                                                    (4,641)
                                                                                           --------------------
At December 31, 2005                                                                                       659
                                                                                           --------------------

Year  ended December 31, 2004
Values at the beginning of the year                                                                      1,584
Translation differences                                                                                    (19)
Additional provisions                                                                                      475
Uses                                                                                                    (1,080)
                                                                                           --------------------
At December 31, 2004                                                                                       960
                                                                                           --------------------


25       Deferred income tax

Deferred income taxes are calculated in full on temporary  differences under
the liability method using the tax rate of the applicable country.

The movement on the deferred income tax account is as follows:



                                                                                    Year ended December 31,
                                                                                --------------------------------
                                                                                     2005            2004
                                                                              ----------------------------------
                                                                                                
At beginning of year                                                                 (337,473)         (374,907)
Acquisition of business - Amazonia                                                   (284,242)              -
Acquisition of business - Hylsamex                                                   (426,786)              -
Translation differences                                                                 4,449             5,773
Income statement credit                                                                24,990            31,661
                                                                                --------------- ----------------
At end of year                                                                     (1,019,062)         (337,473)
                                                                                --------------- ----------------


                                       31




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


25       Deferred income taxes (continued)

The tax effects of temporary differences that give rise to significant portions of the group's deferred tax assets
and liabilities are presented below:
                                                                                          As of December 31,
                                                                                    --------------------------------
                                                                                         2005             2004
                                                                                    ---------------- ---------------
                                                                                                        
     Deferred tax assets:
     Receivables                                                                           23,217              -
     Inventories                                                                           12,708              -
     Other assets                                                                           7,941            1,638
     Tax loss carryforwards                                                                18,188           12,879
     Tax assets                                                                            79,983              -
     Provisions                                                                             9,918            4,504
     Other liabilities                                                                    124,298            9,480
                                                                                    ---------------- ---------------
     Total gross deferred tax assets                                                      276,253           28,501


     Deferred tax liabilities:

     Property, plant and equipment & Intangible Assets                                 (1,115,262)        (363,605)
     Inventories                                                                          (39,353)             (75)
     Provision                                                                            (67,915)           -
     Other                                                                                (72,785)          (2,294)
                                                                                    ---------------- ---------------
     Total gross deferred tax liabilities                                              (1,295,315)        (365,974)

                                                                                    ---------------- ---------------
     Net deferred tax liability                                                        (1,019,062)        (337,473)
                                                                                    ---------------- ---------------


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.  As of  December  31,  2005 and 2004,  USD
29,126  and USD nil, respectively,  have been classified as non-current  assets
and USD 1,048,188 and 337,473, respectively, have been classified as
non-current liabilities.


26       Other liabilities



                                                                                               As of December 31,
                                                                                          --------------------------------
                                                                                              2005             2004
                                                                                         ---------------- ---------------
        (i) Other liabilities -  non-current

                                                                                                          
            Termination benefits                                                               3,118            2,987
            Pension benefits                                                                 177,899            6,117
            Other                                                                              6,900                -
                                                                                         ---------------- ---------------
                                                                                             187,917            9,104
                                                                                         ---------------- ---------------




 Pension benefits

The amounts recognized in the combined consolidated balance sheet are
determined as follows:




                                                                                                Year ended December 31,
                                                                                                -------------------------
                                                                                                    2005        2004
                                                                                                ------------ ------------
                                                                                                               
         Present value of unfunded obligations                                                    172,394          8,558
         Unrecognized actuarial losses                                                              8,594          1,086
         Unrecognized prior service costs                                                          (3,089)        (3,527)
                                                                                                ------------ ------------
         Liability in the balance sheet                                                           177,899          6,117
                                                                                                ------------ ------------



                                       32




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


26       Other liabilities (continued)


The amounts recognized in the combined consolidated income statement are as follows:

                                                                                                   Year ended December 31,
                                                                                                  --------------------------
                                                                                                      2005         2004
                                                                                                  ------------- ------------
                                                                                                                 
           Current service cost                                                                         7,227         317
           Interest cost                                                                               17,785         636
           Amortization of prior service costs                                                            443         420
           Net actuarial losses (gains) recognized in the year                                           (894)          1
                                                                                                  ------------- ------------
           Total included in labor costs                                                               24,561       1,374
                                                                                                  ------------- ------------


Movement in the liability recognized in the combined consolidated balance sheet
is as follows:




                                                                                                    Year ended December 31,
                                                                                                   --------------------------
                                                                                                         2005         2004
                                                                                                   -------------- -----------
                                                                                                                 
            At the beginning of the year                                                                  6,117        5,479
            Acquisition of business - Amazonia                                                           78,425        -
            Acquisition of business - Hylsamex                                                          116,860        -
            Transfers and new participants of the plan                                                  (25,153)         122
            Total expense                                                                                24,560        1,374
            Translation differences                                                                      (9,549)       -
            Contributions paid                                                                          (13,361)        (858)
                                                                                                   -------------- -----------
            At the end of year                                                                          177,899        6,117
                                                                                                   -------------- -----------



The principal actuarial assumptions used were as follows:



            Siderar                                                                                 Year ended December 31,
                                                                                                   --------------------------
                                                                                                         2005         2004
                                                                                                   --------------------------
                                                                                                               
            Discount rate                                                                            7.00 %        7.00 %
            Rate of compensation increase                                                            2.00 %        2.00 %

            Sidor                                                                                   Year ended December 31,
                                                                                                   --------------------------
                                                                                                         2005         2004
                                                                                                   --------------------------
            Discount rate                                                                           23.32 %          -
            Rate of compensation increase                                                           16.34 %          -

            Hylsamex                                                                                Year ended December 31,
                                                                                                   --------------------------
                                                                                                         2005         2004
                                                                                                   --------------------------
            Discount rate                                                                            8.67 %          -
            Rate of compensation increase                                                            4.54 %          -



                                                                                                      As of December 31,
                                                                                                   --------------------------
                                                                                                         2005         2004
                                                                                                   --------------------------
                 (ii) Other liabilities - current
                      Payroll and social security payable                                           67,639        23,135
                      Termination benefits                                                          18,966         2,163
                      Participation account                                                         90,186           -
                      Related Parties                                                                   17           -
                      Others                                                                        17,265         7,990
                                                                                                  ------------- -------------
                                                                                                   194,073        33,288
                                                                                                  ------------- -------------


                                       33




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

27       Derivative financial instruments

         Net fair values of derivative financial instruments

The net fair values of derivative financial instruments at December 31, 2005 and 2004 were as follows:

                                                                                            Year ended December 31,
                                                                                          ----------------------------
                                                                                              2005          2004
                                                                                          ------------- --------------
                                                                                                       
      Contracts with positive fair values:

      Forward foreign exchange contracts                                                         86               -
      Interest rate Swap contracts                                                            5,316               -
                                                                                          ------------- --------------
                                                                                              5,402              -
                                                                                          ------------- --------------



                                                                                            Year ended December 31,
                                                                                          ----------------------------
                                                                                              2005          2004
                                                                                          ------------- --------------
      Contracts with negative fair values:

      Forward foreign exchange contracts                                                            -        (5,956)
                                                                                          ------------- --------------
                                                                                                    -        (5,956)
                                                                                          ------------- --------------



Derivative financial instruments breakdown are as follows:

Exchange rate derivatives



                                                                                                      Fair value at December 31,
                                                                                                    --------------------------------
                                                                         Notional amount
                                                                        at December 31, 2005
                       Currencies           Contract                    (in USD thousands)               2005             2004
                    -------------------  ----------------------------- ------------------------ -------------------  ---------------
                                                                                                             
                    USD/EUR              Euro forward sales                        1,400                  86           (5,622)

                    USD/GBP              Pound Sterling forward sales                 -                    -             (334)
                                                                                                    ---------------  ---------------
                                                                                                          86           (5,956)
                                                                                                    ---------------  ---------------



Interest rate swaps

On September 1, 2005, III BVI entered into a USD 250 million  interest rate swap
agreement  with  Citibank  N.A.,  New York to manage the impact of the  floating
interest  rate  changes on the Ternium  Credit  Facility by setting the interest
rate to 4.235% per annum.  This interest rate swap is due on August 22, 2010 and
provides  for  semi-annual  payments  on February 22 and August 22 of each year,
commencing on August 22, 2006 through and including the  termination  date.  The
notional  amount and  schedule of payments  provided  by this  agreement  are as
follows:




                   Calculation period
---------------------------------------------------------                    Notional amount
     From and including             To but excluding                        (USD thousands)
-----------------------------   -------------------------                  -------------------
                                                                              
February 22, 2006               August 22, 2006                                       250,000
August 22, 2006                 February 22, 2007                                     226,250
February 22, 2007               August 22, 2007                                       201,250
August 22, 2007                 February 22, 2008                                     176,250
February 22, 2008               August 22, 2008                                       148,750
August 22, 2008                 February 22, 2009                                     121,250
February 22, 2009               August 22, 2009                                        93,750
August 22, 2009                 February 22, 2010                                      66,250
February 22, 2010               August 22, 2010                                        33,750



                                       34



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


27 Derivative financial instruments (continued)

In addition,  on September 1, 2005,  Siderar entered into two interest rate swap agreements with JP Morgan Chase Bank N.A. and
Deutsche Bank AG with a notional  amount of USD 100 million each to manage its exposure to changes in market rates  associated
with the Siderar Credit  Facility by setting the interest rate to 4.18% and 4.20% per annum,  respectively.  These interest rate
swaps are due on August 22, 2008 and provide for  semi-annual  payments on February 22 and August 22 of each year,  commencing
on August 22, 2006  through and including the termination date. The notional amount and schedule of payments provided by these
agreements are as follows:

                      Calculation period
    --------------------------------------------------------                    Notional amount
         From and including            To but excluding                         (USD thousands)
    -----------------------------  -------------------------                   -------------------
                                                                                        
    February 22, 2006              August 22, 2006                                        100,000
    August 22, 2006                February 22, 2007                                       80,000
    February 22, 2007              August 22, 2007                                         60,000
    August 22, 2007                February 22, 2008                                       40,000
    February 22, 2008              August 22, 2008                                         20,000



28       Borrowings



                                                                                                         Year ended
                                                                                                        December 31,
                                                                                                 ---------------------------
                                                                                                    2005           2004
                                                                                                 ------------  -------------
                                                                                                                 
            (i)     Non-current
            Bank borrowings                                                                        1,810,910          1,008
            Borrowings with related parties                                                          603,683         -
                                                                                                 ------------  -------------
                                                                                                   2,414,593          1,008
            Less: debt issue costs                                                                   (14,715)        -
                                                                                                 ------------  -------------
                                                                                                   2,399,878          1,008
                                                                                                 ------------  -------------
            (ii)    Current

            Bank borrowings                                                                          518,629         45,628
            Others                                                                                       -              443
            Borrowings with related parties                                                            3,789         75,927
                                                                                                 ------------  -------------
                                                                                                     522,418        121,998
            Less: debt issue costs                                                                    (6,019)        -
                                                                                                 ------------  -------------
                                                                                                     516,399        121,998
                                                                                                 ------------  -------------

                                                                                                 ------------  -------------
            Total Borrowings                                                                       2,916,277        123,006
                                                                                                 ------------  -------------



The maturity of borrowings is as follows:



                                                                        Expected maturity date

                                                 ----------------------------------------------------------------------
                         At December  31, 2005    2006      2007      2008      2009      2010   Thereafter    Total((1))
                                                 ------- --------- ---------- --------- ------- ------------ ----------
                                                                                              
                         Non-Current Debt
                         Fixed Rate                 -       83,594   21,947      1,811    1,811      35,495     144,658
                         Floating Rate              -      463,349  713,693    265,844  208,651     603,683   2,255,220

                         Current Debt
                         Fixed Rate              121,829     -         -          -         -        -          121,829
                         Floating Rate           394,570     -         -          -         -        -          394,570

                                                 ------- --------- ---------- --------- ------- ------------ ----------
                         Total                   516,399   546,943  735,640    267,655  210,462     639,178   2,916,277
                                                 ------- --------- ---------- --------- ------- ------------ ----------


                                       35



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


28       Borrowings (continued)

                                                                         Expected maturity date

                                                 ----------------------------------------------------------------------
       At December  31, 2004                       2005       2006      2007      2008     2009    Thereafter Total((1))
                                                 ------- --------- ---------- --------- ------- ------------ ----------

                                                                                             
       Non-Current Debt

       Fixed Rate                                   -          -         -         -         -         -         -
       Floating Rate                                -             783     225      -         -         -         1,008

       Current Debt

       Fixed Rate                                 102,583      -         -         -         -         -       102,583
       Floating Rate                               19,415      -         -         -         -         -        19,415

                                                 ---------  --------- ---------  -------  -------- --------------------
        Total                                      121,998        783     225      -         -         -       123,006
                                                 ---------  --------- ---------  -------  -------- --------------------


(1) As most borrowings  incorporate floating rates that approximate market rates
and the contractual  repricing occurs every 3 to 6 months, the fair value of the
borrowings approximates its carrying amount and is not disclosed separately.


During March 2003,  Siderar signed an agreement with its creditors which allowed
Siderar to modify  certain  conditions of its financial  debt  (principally  the
extension of the original  loans terms) for a total of USD 473.6  million.  As a
result of this  agreement,  Siderar made an initial  payment of USD 85.0 million
corresponding  to 17.95% of the  restructured  debt.  The remaining debt balance
(New Bank Debt) at March 18, 2003 consisted of "New Trade  Facility" for a total
of USD 309.3 million and a "New FRN Facility" for a total of USD 79.0 million.

During 2004, the Company settled all the  outstanding  balances of the New Trade
Facility  and the New FRN  Facility,  and at the same  time the  guarantees  and
restrictions imposed by the financing contracts were released.

The weighted average interest rates - which incorporate  instruments denominated
in various currencies - at the balance sheet date were as follows:




                                                                                              December 31,
                                                                                         -----------------------
                                                                                            2005        2004
                                                                                         ----------- -----------
                                                                                                    
Bank borrowings                                                                               6.08%       2.25%


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
2005 and 2004, respectively.

Breakdown of long-term borrowings by currency is as follows:

Bank borrowings



       Currency      Interest rates                                                                 December 31,
       ------------- ------------------------------------------------------------------------  ------------------------
                                                                                                  2005         2004
                                                                                               ------------  ----------
                                                                                                          
       USD           Variable                                                                    2,200,543      18,091
       USD           Fixed                                                                         609,293     102,583
       EUR           Variable                                                                       -            2,332
       EUR           Fixed                                                                             404       -
       ARS           Fixed                                                                              55       -
       MXN           Variable                                                                       64,822       -
       VEB           Fixed                                                                          41,160       -
                                                                                               ------------  ----------
       Total bank borrowings                                                                     2,916,277     123,006
                                                                                               ------------  ----------

EUR: Euro; ARS: Argentine pesos; MXN: Mexican pesos; VEB: Venezuelan Bolivar


                                       36

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

29 Contingencies, commitments and restrictions on the distribution of profits

Ternium is  involved in  litigation  arising  from time to time in the  ordinary
course of business.  Based on  management's  assessment  and the advice of legal
counsel,  it is  not  anticipated  that  the  ultimate  resolution  of  existing
litigation will result in amounts in excess of recorded provisions that would be
material to Ternium's  combined  consolidated  financial  position or results of
operations.

(i)      Consorcio Siderurgia Amazonia, Ltd.- Debt restructuring process

The financial  restructuring of Sidor and Amazonia,  which concluded during 2003
(the "2003  Restructuring"),  entailed the termination of certain guarantees and
commitments to further finance  Amazonia and Sidor that Ternium had entered into
as a result of the privatization of Sidor and previous restructuring agreements.
The  restructuring   agreements   contemplate,   however,   certain   continuing
obligations  and  restrictions  to  protect  the  claims  held by the  financial
creditors of Sidor. These obligations and restrictions  include pledges over all
of Amazonia's existing shares and shares of Sidor held in its possession,  which
were released in July 2005.

During 2003, as part of the 2003 Restructuring, Ternium acquired a 64.31% equity
stake in Ylopa, a special  purpose vehicle  incorporated in Madeira,  created to
support Sidor and Amazonia in their financial restructuring. The acquisition was
made by means of an  aggregate  cash  contribution  of USD 135  million  (USD 94
million  contributed  by the  majority  shareholders  of the  Company and USD 41
million  contributed  by the  minority  shareholders),  primarily in the form of
debt. As a result of the  consummation  of the 2003  Restructuring,  Ylopa:  (a)
became  Sidor's  creditor (in a  "Participation  Account  Agreement")  of a loan
bearing  interest  at an annual  rate of 8%,  payable if and when Sidor  reaches
certain  financial  goals,  and  (b)  received  debt  instruments  of  Amazonia,
convertible  into 67.4% of the common stock of Amazonia at Ylopa's  option ("the
Amazonia  convertible  debt  instrument").  Such convertible debt instrument was
accounted for at cost.

The Amazonia  convertible debt instrument was convertible into Amazonia's common
stock as from  February  2005,  but the option had to be exercised in a specific
15-day  period  during  that  month.  Otherwise,  the  holders  of the  Amazonia
convertible debt instrument would not be able to exercise the conversion  option
until  February 2006.  This  conversion  scheme was applicable  every year until
maturity.  On  February  3, 2005  Ylopa  exercised  its  option to  convert  its
convertible  debt instrument  into Amazonia's  common stock. As a result of this
conversion,  Ternium's indirect  participation in Amazonia increased from 31.03%
to 53.47%, thereby increasing its indirect participation in Sidor from 18.53% to
31.94%. With the increase in equity ownership of Amazonia to 53.47%, the Company
has effective control.

As a result of the  Participation  Account  Agreement  described above,  Ternium
recognized  a gain of USD 203.4  million and USD 73.9  million  during the years
ended December 31, 2004 and 2003, respectively,  representing the amounts of the
rights to receive the compensation payable for its participation in Sidor's 2003
restructuring according to the terms of the agreement.  Such compensation in the
form of cash payments has been distributed on a semi-annual  basis since October
2003.  As from  January  2005,  Sidor  began  making  those cash  payments  on a
quarterly basis. This agreement has a term of 14 years, or until the fiscal year
prior to the date of the settlement in full of certain bank borrowings  (BANDES)
due by Sidor. Also, it was agreed that any such compensation  collected by Ylopa
in excess of the accumulated  amount of USD 324 million,  must be transferred to
Amazonia., while Corporacion Venezolana de Guayana ("CVG") is not subject to any
limitation to its  entitlement.  During the  three-month  period ended March 31,
2005, the accumulated compensation payable for the participation in Sidor's 2003
restructuring reached the cap.

As of December 31, 2005, the Participation Agreement provides that 40.27% of the
compensation  payable  by  Sidor  goes  to the  Venezuelan  Government  and  the
remaining  goes  to  Amazonia.   These  percentages  are  equal  to  the  equity
participation of the Venezuelan Government and Amazonia in Sidor.

(ii) Consorcio Siderurgia Amazonia Ltd .- PDVSA-Gas C.A.  claim

In June 2004, the  arbitration  proceedings  brought by Sidor against PDVSA Gas,
C.A.  (on the basis that PDVSA Gas had charged  Sidor  higher  than  agreed-upon
prices in its supplies of gas against the application of the most favored client
clause) were resolved in Sidor's favor. Accordingly, in its financial statements
at December  31,  2004,  Sidor  reversed  the USD41.4  million  provision it had
recorded at December 31, 2003.  In July 2004,  PDVSA Gas,  C.A.  filed an appeal
with the Venezuelan  courts seeking to void the arbitral  award.  Sidor believes
that  applicable  Venezuelan  law does not allow the courts to void an  arbitral
award under the  circumstances  and that the  likelihood  of loss  thereunder is
remote. Accordingly, Sidor did not record any liabilities in connection with the
appeal. At December 31, 2005,  Sidor's potential  exposure under this litigation
amounted to USD94.3 million.

                                       37


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

29 Contingencies, commitments and restrictions on the distribution of profits
(continued)


(iii) Consorcio Siderurgia Amazonia Ltd .- Pension plan

The  Venezuelan  Supreme  Court  of  Justice  has  recently  ruled  in  favor of
increasing the benefits  payable to retired  employees of a Venezuelan  company.
This ruling is only binding on the parties to the  litigation  and Sidor has not
received any claims in this  regard.  The Company  analyzed  the ruling's  legal
grounds and the case's facts and  circumstances,  and  concluded  that it is not
probable that Sidor be subject to additional obligations in this respect. In the
event that a potential  claim by the  participants  of Sidor's  pension  plan be
successful,  the Company  estimates that the maximum loss would be approximately
USD 56 million.

(iv)   Tax claims

(a)      Siderar.  AFIP - Income tax claim for fiscal years 1995 to 1999

The  Administracion  Federal de Ingresos  Publicos  ("AFIP" - the  Argentine tax
authority)  has challenged  the charge to income of certain  disbursements  that
Siderar has treated as expenses necessary to maintain industrial  installations,
which as such should be deducted in the year in which they take place.  The AFIP
asserts that these are investments or improvements that must be capitalized and,
therefore,  it made a jeopardy  assessment  of income  tax due on a nominal  tax
basis  plus  fines  and  interest  in fiscal  years  1995 to 1999  amounting  to
approximately USD 20.4 million.

The Company appealed these assessments  before the National Tax Court, as in the
view of its legal and tax  advisors,  based on  existing  evidence  and the work
performed by the Tax  Authorities,  the Company  would likely obtain a favorable
ruling.

On April 13, 2005 the Company was  notified of a ruling  issued by the  National
Tax Court  reducing the  assessments  made by the AFIP for fiscal years 1995 and
1996 from USD 16.6 million to USD 3.1 million and instructing the  recalculation
of taxes in  accordance  with  this  ruling.  Based on the  above,  the  Company
recognized  a provision  amounting to USD 4.6 million as of December 31, 2005 as
management considers there is a probable outflow of benefits.

(b) Amazonia

At December 31, 2004,  Sidor recorded a provision for a total amount of USD 23.2
million in connection with tax matters. Among these claims, the most significant
is the tax  assessment  brought  by  SENIAT,  the  Venezuelan  tax  and  customs
authority,  in the third quarter of 2001,  questioning  the  application  of VAT
credits arising from exports  totaling USD5.2 million to offset tax liabilities.
While the  validity  of such tax credits  was not under  discussion,  the SENIAT
questioned the  application of such tax credits as payment on account of Sidor's
asset tax and other tax obligations. The Group recorded a provision in an amount
of USD17.5  million in connection  with this claim,  representing  the aggregate
amount that SENIAT  could claim as accrued  interest  under the  Venezuelan  tax
code.

(v) Commitments

The following are the Company's main off-balance sheet commitments:

(a) In March 2003,  Siderar entered into an agreement with Tecpetrol under which
Siderar paid USD17.3 million for the advance  purchase of a total of 725 million
cubic  meters (up to 400  thousand  daily  cubic  meters)  of natural  gas to be
delivered over a period of 5 years on pricing terms that will enable it to share
through  discounts  the impact of any  increase  in natural gas prices over that
period with  Tecpetrol.  Under the terms of the  agreement,  Siderar will have a
minimum guaranteed return on this advance payment equal to LIBOR plus 3.5%.

(b)  Siderar  entered  into a  contract  with  Tenaris,  for the supply of steam
generated at the power generation  facility that Tenaris owns in the compound of
the Ramallo facility of Siderar. Under this contract, Tenaris has to provide 250
tn/hour of steam,  and Siderar has the  obligation  to take or pay this  volume.
Tenaris detected  technical  problems at this facility that impeded the delivery
of certain steam volume. This outsourcing contract is due to terminate in 2018.

(c) On August 20, 2004,  Sidor  entered into a contract  with MATESI  Materiales
Siderurgicos S.A., for the supply of hot briquetted iron (HBI). Sidor commits to
purchase 29.9% of MATESI's HBI production  volume for the term of ten years.  In
addition,  Sidor has the right to increase its proportion on MATESI's production
by an extra 19.9 % until reaching a 49.8 % of MATESI's HBI production. Under the
contract,  the sale price is  determined on a cost-plus  basis.  The contract is
renewable for additional three year periods unless Sidor or MATESI object to its
renewal more than a year prior to its termination.

                                       38

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

29 Contingencies, commitments and restrictions on the distribution of profits
(continued)

(d) Siderar entered into a contract with  Transportadora  de Gas del Norte (TGN)
for gas transportation service. TGN charges Siderar a price that is equivalent a
comparable  basis to prices paid by other  industrial  users,  and the Argentine
government  regulates the general  framework  under which TGN operates.  Siderar
pays a monthly fee for reserved cubic meter (1,070 thousands m3/day),  either it
uses it or not.

(e) Sidor's production process requires a large amount of electricity. On August
21,  1997,  that company  entered into a  twenty-year  contract  with EDELCA,  a
Venezuelan  state-owned  company,  for the supply of all of Sidor's  electricity
needs. This contract will terminate in 2018.

(f) Sidor's  production process is heavily reliant upon supplies of natural gas.
Sidor buys 100% of its  natural gas from  PDVSA-Gas,  a  Venezuelan  state-owned
natural gas supply company.  In 1997,  Sidor signed a twenty-year  contract with
PDVSA-Gas for the supply of natural gas.

(g) In 1998, Sidor signed a contract with TAVSA Tubos de Acero de Venezuela S.A.
(a Venezuelan seamless steel pipe producer  subsidiary of Tenaris),  under which
it committed to sell up to 90,000 tons of blooms or 130,000 tons of liquid steel
per year, until 2013.  Purchase price varies in relation to changes in the costs
of production.

(h) In 1997 Sidor entered into a twenty-year sales contract with Ferrominera del
Orinoco ("FMO") under which it committed to sell, at buyer's requirements, up to
2 million  tons per year of pellets to FMO. The price is based on the sale price
of FMO's iron ore to Sidor plus and  applicable  margin.  Sidor and FMO  entered
into an  amendment  of the 1997  contract  on  November  11,  2005.  The revised
contract sets the iron ore price at the lower of the price charged by FMO to its
customers (other than certain newly-created  state-owned steel producers) in the
Venezuelan  domestic  market,  and  80%  of  a  market  reference  price  (which
percentage may drop to 70%). In connection  with the iron ore contract,  in 1997
Sidor and FMO entered  into  another  agreement  under which Sidor  committed to
sell,  upon the request of FMO,  up to 2.0  million  tons per year of pellets to
FMO,  at a price  based on the sale  price at which FMO sells  iron ore to Sidor
plus an applicable margin paid to Sidor for the production of pellets,  which is
determined using market references.

(i)  Hylsa's  production  process  requires a large  amount of  electricity.  On
December 20, 2000,  Hylsa entered into a 25-year  contract with Iberdrola Energa
Monterrey,  S.A.  de C.V.  ("Iberdrola"),  a Mexican  subsidiary  of the Spanish
Company  Iberdrola  Energia,  S.A.,  for the supply of a  contracted  electrical
demand  of 143.2 MW.  This  contract  currently  supplies  approximately  42% of
Hylsa's  electricity  needs with the  remainder  supplied  by CFE,  the  Mexican
State-owned utility. The contract with Iberdrola will terminate in 2027.

(j) Hylsamex S.A. de C.V. and  subsidiaries  enter into 21 long term operational
leasing agreements for the rental of machinery,  materials  handling  equipment,
earth moving equipment, computers and assorted vehicles. Total amounts due, from
2006 to 2010, include USD39.1 million in leasing payments.  Total loss for lease
payments  recorded in the year ended  December  31, 2005  accounts  for USD 10.2
million.

Future  minimum lease  payments under  non-cancellable  operating  leases are as
follows:

                              Year         USD Thousands

                        2006                       14,506
                        2007-2010                  24,552
                                          ----------------
                        Total                      39,058
                                          ----------------

(k) On October 24, 2003,  Ternium's  subsidiary Siderar,  together with Tenaris,
entered  into  a  joint  gas  purchase  agreement  with  Repsol-YPF.  Under  the
agreement,  which incorporate certain take-or-pay conditions,  Siderar committed
to purchase up to 400  million  cubic  meters of gas during the life of the four
year  contract,  expiring at the end of 2006 at a price to be  negociated by the
parties on an annual  basis.  At  December  31,  2004,  the parties to the joint
agreement fulfilled the purchase commitments  originated therein, as a result of
which all outstanding obligations resulting from the take-or-pay provisions have
ceased to exist.

                                       39


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

29 Contingencies, commitments and restrictions on the distribution of profits
(continued)

(vi) 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 has reached an amount equal to 10% of the share
capital.

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 the  consolidated
combined financial statements may not be wholly distributable.

Shareholders'  equity  under  Luxembourg  law  and  regulations   comprises  the
following captions (amounts in USD thousands):



                                                                        At December
                                                                          31,2005
                                                                      ----------------
                                                                             
       Share capital                                                        1,396,552
       Legal reserve                                                          139,655
       Distributable reserves                                                 279,581
       Non distributable reserves                                             980,018
       Accumulated deficit at January 1, 2005                                     (12)
       Profit for the year                                                    107,624
                                                                      ----------------
       Total shareholders equity under Luxembourg GAAP                      2,903,418
                                                                      ----------------


30       Earnings per share

On December  30,  2004,  the Company  converted  the currency in which its share
capital  is  expressed  from  EUR to  USD.  The  share  capital  of EUR  31,000,
represented by 31 shares of EUR 1,000 nominal value each, was converted into USD
41,471.80,  represented by 31 shares of no nominal value.  On June 17, 2005, the
share capital of the Company was  restructured  by setting the nominal value per
share at USD 1 and  dividing  the 31 issued  shares into 41,471  shares of USD 1
nominal  value each,  and  further  transferring  USD 0.80 to the share  premium
account of the Company.

On June 29, 2005, ISL contributed all of its assets  (including 41,470 shares of
the Company) and  liabilities to the Company,  in exchange for  959,482,775  new
shares of the Company.

Upon consummation of this contribution,  the 41,470 shares contributed by ISL to
the Company were cancelled and the Company's  issued share capital was increased
to USD  959,482,776  represented  by  959,482,776  shares of 1 USD nominal value
each.

On  September  15,  2005,  ISL made a second  contribution  of all of its assets
(including 750,021,919 shares of the Company) and liabilities to the Company, in
exchange for 959,482,775 new shares of the Company.

Upon  consummation  of  this  second   contribution,   the  750,021,919   shares
contributed by ISL to the Company were cancelled and the Company's  issued share
capital was increased to USD 1,168,943,632  represented by 1,168,943,632  shares
of 1 USD nominal value each.

As mentioned in Note 1, in October  2005,  Usiminas  exchanged  its 5.32% equity
interest  in Siderar,  its 16.58%  equity  interest  in Amazonia  and its 19.11%
equity  interest  in Ylopa and other  items for  227,608,254  new  shares of the
Company. Upon the consummation of this exchange the capital was increased to USD
1,396,552, represented by 1,396,551,887 shares of 1 USD nominal value each.

The Company's  combined earnings per share for the years ended December 31, 2004
and 2003 have been calculated based on the assumption that 1,168,943,632  shares
were issued and  outstanding in each period.  For fiscal year 2005, the weighted
average of shares outstanding totaled 1,209,476,609 shares.

Earnings per share are  calculated  by dividing the net income  attributable  to
equity holders of the Company by the daily  weighted  average number of ordinary
shares  outstanding  during the year.  The weighted  average  number of ordinary
shares  assumes  that  1,168,943,632  shares were issued and  outstanding  as of
January 1, 2003.  Diluted earnings per share have been calculated  giving effect
to the conversion of the Subordinated Convertible Loans on the date each one was
entered into.

                                       40



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

30 Earnings per share (continued)

                                                            2005              2004             2003
                                                      -----------------------------------------------------
                                                                                          
Profit attributable to equity holders of the Company            704,406           457,339          218,215
Weighted average number of ordinary shares in issue       1,209,476,609     1,168,943,632    1,168,943,632
Basic earnings per share (USD per share)                           0.58              0.39             0.19
Diluted earnings per share (USD per share)                         0.54              0.39             0.19



31       Related party transactions

The Company is controlled by San Faustin,  which at December 31, 2004 indirectly
owned 100% of  Ternium's  shares and voting  rights.  The  ultimate  controlling
entity  of the  Company  is Rocca &  Partners  S.A.,  a  British  Virgin  Island
Corporation. For commitments with Related Parties see Note 29.

The following transactions were carried out with related parties:



                                                                                  Year ended December 31,
                                                                            ------------------------------------
                                                                                 2005                 2004
                                                                            ---------------      ---------------
                                                                                                   
(i)     Transactions

(a)    Sales of goods and services

Sales of goods to other related parties                                             36,978               23,665
Sales of services to associated parties                                              2,905               12,751
Sales of services to other related parties                                           5,636                1,399
                                                                            ---------------      ---------------
                                                                                    45,519               37,815
                                                                            ---------------      ---------------
(b)    Purchases of goods and services
Purchases of goods from associated parties                                          85,636              293,353
Purchases of goods from other related parties                                       71,205               68,826
Purchases of services from other related parties                                    21,792               28,662
                                                                            ---------------      ---------------
                                                                                   178,633              390,841
                                                                            ---------------      ---------------
(c)  Financial results
Income with associated parties                                                      44,697              208,575
Income with other related parties                                                       89                1,745
Expenses with other related parties                                                (10,043)              (7,843)
                                                                            ---------------      ---------------
                                                                                    34,743              202,477
                                                                            ---------------      ---------------


                                                                                      At December 31,
                                                                            ------------------------------------
                                                                                 2005                 2004
                                                                            ---------------      ---------------
(ii) Year-end balances
(a) Arising from sales/purchases of goods/services
Receivables from associated  parties                                                71,317               94,401
Receivables from other related parties                                              18,175               91,301
Payables to associated parties                                                     (13,644)             (78,325)
Payables to other related parties                                                  (17,914)             (40,359)
                                                                            ---------------      ---------------

                                                                                  (57,934)               67,018
                                                                            ---------------      ---------------
(b) Other investments
                                                                            ---------------      ---------------
Time deposit                                                                        10,450               11,171
                                                                            ---------------      ---------------

(c) Other balances
Trust fund with other related parties (Note 22)                                      5,185               88,755
Amazonia convertible debt instrument (Note 17)                                         -                127,576
Other                                                                                  -                  7,874
                                                                            ---------------      ---------------
                                                                                     5,185              224,205
                                                                            ---------------      ---------------
(d) Financial debt
                                                                            ---------------      ---------------
Borrowings with other related parties (Note 28)                                   (607,472)             (75,927)
                                                                            ---------------      ---------------



                                       41



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

(iii) Officers and Directors' compensation

The aggregate compensation of Officers and Directors earned during the years ended December 31, 2005 and 2004 amounts to USD 4,485
thousand and 3,050 thousand, respectively. No compensation has been determined or paid to any of its directors during 2003.


32       Cash flow disclosures

                                                                                               Year ended December 31,
                                                                                          2005         2004          2003
                                                                                      ------------ -------------  ------------
                                                                                                                
             (i)  Changes in working capital (i)
                  Inventories                                                             (133,995)    (114,686)      (19,416)
                  Receivables and prepayments                                                3,103     (138,248)      (73,631)
                  Trade receivables                                                         97,814      (55,273)       22,341
                  Other liabilities                                                         46,117       10,233        12,163
                  Trade payables                                                            41,381       93,304         2,881
                                                                                      ------------ -------------  ------------
                                                                                            54,420     (204,670)      (55,662)
                                                                                      ------------ -------------  ------------
             (ii  Income tax accruals less payments
                  Tax accrued                                                              218,492      177,486        94,087
                  Taxes paid                                                              (262,500)     (57,276)            -
                                                                                      ------------ -------------  ------------
                                                                                           (44,008)     120,210        94,087
                                                                                      ------------ -------------  ------------
             (ii  Interest accruals less payments, net
                  Interest accrued                                                          81,608       18,257        39,980
                  Interest paid                                                            (60,256)      (9,174)      (34,552)
                                                                                      ------------ -------------  ------------
                                                                                            21,352        9,083         5,428
                                                                                      ------------ -------------  ------------


(i)  Changes in working  capital  are shown net of the effect of  exchange  rate
changes.

33       Recently issued accounting pronouncements

1. IFRIC Interpretation No. 8, Scope of IFRS 2

In  January  2005,  IFRIC  issued  IFRIC  Interpretation  No. 8, Scope of IFRS 2
("IFRIC  8").  The issue  addressed  in IFRIC 8 is  whether  IFRS 2  applies  to
transactions in which the entity cannot identify specifically some or all of the
goods or services received. An entity shall apply this Interpretation for annual
periods beginning on or after 1 May 2006. Earlier application is encouraged.  If
an entity applies this  Interpretation  to a period beginning before 1 May 2006,
it shall  disclose  that  fact.  The  Company's  management  estimates  that the
application  of this  Interpretation  will not  have a  material  effect  on the
Company's financial condition or results of operations.

2.  Amendment  to IAS 21, The Effects of Changes in Foreign  Exchange  Rates Net
Investment in a Foreign Operation

In December 2005, the International  Accounting  Standards Board ("IASB") issued
an  amendment  to  International  Accounting  Standard  No. 21, "The  Effects of
Changes in Foreign  Exchange Rates Net Investment in a Foreign  Operation" ("IAS
21"). The amendment  finalizes  proposals that were contained in Draft Technical
Correction 1 Proposed Amendments to IAS 21 Net Investment in a Foreign Operation
published in September 2005 and is applicable for annual periods beginning on or
after  January  1,  2006.  Earlier  application  is  encouraged.  The  Company's
management  estimates  that the  application  of this  Amendment will not have a
material effect on the Company's financial condition or results of operations.

3. IFRIC  Interpretation  No. 7, Applying the Restatement  Approach under IAS 29
Financial Reporting in Hyperinflationary Economies

In  November  2005,  IFRIC  issued  IFRIC  Interpretation  No. 7,  Applying  the
Restatement  Approach  under IAS 29  Financial  Reporting  in  Hyperinflationary
Economies  ("IFRC 7"), which provides  guidance on how to apply the requirements
of International  Accounting Standard No. 29 ("IAS 29") in a reporting period in
which an entity identifies the existence of hyperinflation in the economy of its
functional  currency,  when that economy was not  hyperinflationary in the prior
period, and the entity therefore restates its financial statements in accordance
with IAS 29. An entity  shall  apply  this  Interpretation  for  annual  periods
beginning on or after 1 March 2006.  Earlier  application is  encouraged.  If an
entity  applies  this  Interpretation  to  financial  statements  for  a  period
beginning  before 1 March  2006,  it shall  disclose  that fact.  The  Company's
management  estimates that the application of this Intepretation will not have a
material effect on the Company's financial condition or results of operations.

                                       42


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

33       Recently issued accounting pronouncements (continued)

4. Amendment to IAS 1, Presentation of Financial Statements

In  August  2005,  the IASB  issued an  amendment  to  International  Accounting
Standard No. 1 "Presentation of Financial  Statements".  This amendment requires
companies to disclose  certain  information  about (a) the entity's  objectives,
policies and processes for managing  capital;  (b) quantitative  data about what
the entity  regards as capital;  (c) whether  the entity has  complied  with any
capital requirements;  and (d) if it has not complied,  the consequences of such
non-compliance.  This  document  finalizes  some  of  the  proposals  that  were
contained  in  Exposure  Draft  7  Financial  Instruments:  Disclosures  (ED  7)
published in July 2004. The remaining proposals in ED 7 were finalized in IFRS 7
Financial Instruments:  Disclosures. Entities shall apply the amendments in this
document  for  annual  periods  beginning  on or after 1 January  2007.  Earlier
application  is  encouraged.   The  Company's   management  estimates  that  the
application of this  Amendment will not have a material  effect on the Company's
financial condition or results of operations.

5.  International  Financial  Reporting  Standard No. 7, Financial  Instruments:
Disclosures

In August, 2005, the IASB issued International  Financial Reporting Standard No.
7, Financial Instruments:  Disclosures ("IFRS 7"). The objective of IFRS 7 is to
require  entities to provide  disclosures  in their  financial  statements  that
enable users to evaluate:  (a) the significance of financial instruments for the
entity's  financial  position and performance;  and (b) the nature and extent of
risks arising from  financial  instruments to which the entity is exposed during
the period and at the reporting  date,  and how the entity  manages those risks.
The principles in IFRS 7 complement the principles for recognizing measuring and
presenting   financial   assets  and  financial   liabilities  in  International
Accounting  Standard  No. 32  "Financial  Instruments:  Presentation  and IAS 39
Financial Instruments:  Recognition and Measurement". An entity shall apply this
IFRS  for  annual  periods  beginning  on  or  after  1  January  2007.  Earlier
application is encouraged. If an entity applies this IFRS for an earlier period,
it shall  disclose  that  fact.  The  Company's  management  estimates  that the
application of IFRS 7 will not have a material effect on the Company's financial
condition or results of operations.


34       Financial risk management

(1) Financial risk factors

Ternium's  activities  expose it to a variety of financial risks,  including the
effects of changes in foreign currency  exchange rates.  Ternium's  subsidiaries
use derivative  financial  instruments to minimize  potential adverse effects on
Ternium's financial performance, by hedging certain risk exposures.

(i) Foreign exchange rate risk

Ternium  operates in export markets and is exposed to foreign exchange rate risk
arising  from some  currency  exposures.  Ternium's  relevant  subsidiaries  use
forward  contracts  in order to hedge  their  exposure  to  exchange  rate  risk
primarily derived from their exports.

Ternium aims to neutralize the negative  impact of  fluctuations in the value of
these exports currencies with respect to the U.S. dollar. However, the fact that
some subsidiaries have measurement currencies other than the U.S. dollar may, at
times, distort the result of these efforts as reported under IFRS.

(ii) Interest rate risk

Ternium's  income and operating cash flows are  substantially  independent  from
changes in market interest  rates.  The Group's  interest-rate  risk arises from
long-term  borrowings.  Borrowings  issued at variable rates expose the Group to
cash flow interest-rate risk.  Borrowings issued at fixed rates expose the Group
to fair value interest-rate risk.

(iii) Concentration of credit risk

Ternium has no  significant  concentrations  of credit risk from  customers.  No
single customer accounts for more than five percent of Ternium's sales.

Ternium's  subsidiaries  have policies in place to ensure that sales of products
and services are made to customers with an appropriate  credit  history,  or use
credit insurance,  letters of credit and other instruments to reduce credit risk
whenever deemed necessary.  These subsidiaries maintain allowances for potential
credit losses.

Derivative  counterparties  and cash  transactions  are limited to high  quality
financial institutions.

                                       43


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

34       Financial risk management (continued)

(1) Financial risk factors

(iv) Liquidity risk

Management maintains sufficient cash and marketable securities,  availability of
funding  through an  adequate  amount of  committed  credit  facilities  and the
ability to close out market positions.

(v) Gas and electricity supply

Sidor relies heavily upon two Venezuelan state-owned companies for the provision
of gas and  electricity,  which are critical for the  operation of its plant and
equipment. A major disruption in the gas and electricity supply process, such as
strikes, lockouts and other problems, would impact Sidor significantly. However,
the risk of such a disruption at the current time appears to be low.

(vi) Iron ore supply

Expenditures for iron ore constitute one of the company's largest individual raw
material  costs.  While Sidor  purchases  all of its iron ore from a  Venezuelan
state-owned  company,  a  number  of  other  sources  are  available.   Although
management  believes that Sidor will be able to continue to purchase iron ore on
favorable  terms,  there can be no assurance  that Sidor could  timely  purchase
sufficient  quantities of that raw material from alternative suppliers at prices
comparable to those offered by its current supplier.

(2) Accounting for derivative financial instruments and hedging activities

Derivative  financial  instruments are initially recognized in the balance sheet
at cost and  subsequently  remeasured  at fair value.  Changes in fair value are
disclosed under Financial income, net line item in the income statement .Ternium
does not hedge its net investments in foreign entities.

Derivative  transactions  and  other  financial  instruments,   while  providing
economic  hedges  under  risk  management  policies,  do not  qualify  for hedge
accounting  under the specific rules in IAS 39. 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.  The fair value of derivative
instruments is disclosed in Note 27.

(3) 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,  including the trust
fund, the Company uses quoted market prices.

As most borrowings include variable rates or fixed rates that approximate market
rates and the contractual  re-pricing occurs every 3 to 6 months, the fair value
of the  borrowings  approximates  its  carrying  amount  and  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 balance sheet date.

                                       44


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

35       Post balance sheet events

The following are the main post balance sheet events:

(a)  As  mentioned  in  Note  3,  the  Company  entered  into  the  Subordinated
     Convertible  Loan Agreements for a total aggregate amount of USD594 million
     to fund the acquisition of Hylsamex. As per the provisions contained in the
     Subordinated  Convertible  Loan Agreements,  the  Subordinated  Convertible
     Loans  would be  converted  into  shares of the  Company  upon  delivery of
     Ternium's  ADSs to the  Underwriters.  On  February  6,  2006  the  Company
     delivered  the above  mentioned  ADSs and,  accordingly,  the  Subordinated
     Convertible  Loans  (including  interest  accrued through January 31, 2006)
     were  converted  into  shares  at a  conversion  price of USD2  per  share,
     resulting in the issuance of 302,962,261 new shares.

(b)  As mentioned in Note 1, the Company's management used the proceeds from the
     Initial Public Offering to repay Tranche A of the Ternium Credit  Facility.
     On February 6, 2006, the Company delivered the ADSs to the Underwriters and
     collected the amount that were used to fully repay Tranche A of the Ternium
     Credit  Facility  and  to  provide  for  Initial  Public  Offering  related
     expenses.

(c)  On  February  23,  2006 the  underwriter  exercised  the option to purchase
     2,298,136  ADSs at the  public  offering  price  of  USD20  per ADS less an
     underwriting discount of USD0.55 per ADS.



                                        Roberto Philipps
                                      Chief Financial Officer




                                       45