Form 6-K Ternium S.A. For: Sep 30

FORM 6 - K

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Report of Foreign Private Issuer

Pursuant to Rule 13a - 16 or 15d - 16 of

the Securities Exchange Act of 1934

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As of 11/4/2014

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Ternium S.A.

(Translation of Registrant's name into English)

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Ternium S.A.
29, Avenue de la Porte-Neuve

L-2227 Luxembourg

(352) 2668-3152

(Address of principal executive offices)

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

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Form 20-F� � ���Form 40-F

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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.

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Yes ���������No� �

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

Not applicable

The attached material is being furnished to the Securities and Exchange Commission pursuant to Rule 13a-16 and Form 6-K under the Securities Exchange Act of 1934, as amended.

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This report contains Ternium S.A.s consolidated financial statements as of September 30, 2014.

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SIGNATURE

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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.

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TERNIUM S.A.

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By: /s/ Pablo Brizzio������������������������������������������������� � By: /s/ Daniel Novegil

Name: Pablo Brizzio������������������������������������������������� Name: Daniel Novegil

Title: Chief Financial Officer����������������������������������� Title: Chief Executive Officer

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Dated: November 4, 2014

INDEX

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Consolidated Condensed Interim Income Statements

(1)� Includes an insurance recovery of USD 57.500 in Argentina as of September 30, 2014.

The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2013.

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Consolidated Condensed Interim Statements of Comprehensive Income

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The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2013.

Consolidated Condensed Interim Statements of Financial Position

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The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2013.

Consolidated Condensed Interim Statements of Changes in Equity

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(1) Shareholders equity determined in accordance with accounting principles generally accepted in Luxembourg is disclosed in Note 11 (iii).

(2) The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of USD 1.00 per share. As of September 30, 2014, there were 2,004,743,442 shares issued. All issued shares are fully paid.

(3) Include legal reserve under Luxembourg law for USD 200.5 million, undistributable reserves under Luxembourg law for USD 1.4 billion, hedge accounting reserve, net of tax effect, for USD 0.1 million and reserves related to the acquisition of non-controlling interest in subsidiaries according to IAS 27 for USD (58.9) million.

(4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.

(5) See note 10.

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Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated condensed interim financial statements may not be wholly distributable. See Note 11 (iii).

The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2013.

Consolidated Condensed Interim Statements of Changes in Equity

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(1) Shareholders equity determined in accordance with accounting principles generally accepted in Luxembourg is disclosed in Note 11 (iii).

(2) The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of USD 1.00 per share. As of September 30, 2013, there were 2,004,743,442 shares issued. All issued shares are fully paid.

(3) Include legal reserve under Luxembourg law for USD 200.5 million, undistributable reserves under Luxembourg law for USD 1.4 billion, hedge accounting reserve, net of tax effect, for USD 0.7 million and reserves related to the acquisition of non-controlling interest in subsidiaries according to IAS 27 for USD (58.9) million.

(4) Represents the difference between book value of non-monetary contributions received from shareholders under Luxembourg GAAP and IFRS.

(5) Corresponds to the acquisition of the non-controlling interest held by Sider�rgica de Caldas S.A.S., a subsidiary of Ternium S.A., in Procesadora de Materiales Industriales S.A. in April 2013.

Dividends may be paid by Ternium to the extent distributable retained earnings calculated in accordance with Luxembourg law and regulations exist. Therefore, retained earnings included in these consolidated condensed interim financial statements may not be wholly distributable. See Note 11 (iii).

The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December 31, 2013.

Consolidated Condensed Interim Statements of Cash Flows

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(1) The working capital is impacted by non-cash movement of USD (128.2) million as of September 30, 2014 (USD (101.7) million as of September 30, 2013) due to the variations in the exchange rates used by subsidiaries with functional currencies different from the US dollar.

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(2) �It includes restricted cash of USD 93 and USD 1,315 as of September 30, 2014 and 2013, respectively. In addition , the Company had other investments with a maturity of more than three months for USD 104,507 and USD 161,112 as of September 30, 2014 and 2013, respectively.

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The accompanying notes are an integral part of these consolidated condensed interim financial statements. These consolidated condensed interim financial statements should be read in conjunction with our audited Consolidated Financial Statements and notes for the fiscal year ended December�31, 2013.

Notes to the Financial Statements

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1.����� GENERAL INFORMATION AND BASIS OF PRESENTATION

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Ternium S.A. (the Company or Ternium), was incorporated on December 22, 2003 to hold investments in flat and long steel manufacturing and distributing companies. �The Company has an authorized share capital of a single class of 3.5 billion shares having a nominal value of USD 1.00 per share. �As of September 30, 2014, there were 2,004,743,442 shares issued. �All issued shares are fully paid.

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Following a corporate reorganization carried out during fiscal year 2005, in January 2006 the Company successfully completed its registration process with the United States Securities and Exchange Commission (SEC). �Terniums ADSs began trading on the New York Stock Exchange under the symbol TX on February 1, 2006. �The Companys initial public offering was settled on February 6, 2006. �

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The Company was initially established as a public limited liability company (soci�t� anonyme) under Luxembourgs 1929 holding company regime. �Until termination of such regime on December 31, 2010, holding companies incorporated under the 1929 regime (including the Company) were exempt from Luxembourg corporate and withholding tax over dividends distributed to shareholders.

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On January 1, 2011, the Company became an ordinary public limited liability company (soci�t� anonyme) and, effective as from that date, the Company is subject to all applicable Luxembourg taxes (including, among others, corporate income tax on its worldwide income) and its dividend distributions will generally be subject to Luxembourg withholding tax.� However, dividends received by the Company from subsidiaries in high income tax jurisdictions, as defined under Luxembourg law, will continue to be exempt from corporate income tax in Luxembourg under Luxembourgs participation exemption.

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As part of the Companys corporate reorganization in connection with the termination of Luxembourgs 1929 holding company regime, on December 6, 2010, the Company contributed its equity holdings in all its subsidiaries and all its financial assets to its Luxembourg wholly-owned subsidiary Ternium Investments S.� r.l., or Ternium Investments, in exchange for newly issued corporate units of Ternium Investments. As the assets contributed were recorded at their historical carrying amount in accordance with Luxembourg GAAP, the Companys December 2010 contribution of such assets to Ternium Investments resulted in a non-taxable revaluation of the accounting value of the Companys assets under Luxembourg GAAP. The amount of the December 2010 revaluation was equal to the difference between the historical carrying amounts of the assets contributed and the value at which such assets were contributed and amounted to USD 4.0 billion. However, for the purpose of these consolidated condensed interim financial statements, the assets contributed by Ternium to its wholly-owned subsidiary Ternium Investments were recorded based on their historical carrying amounts in accordance with IFRS, with no impact on the financial statements.

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1.����� GENERAL INFORMATION AND BASIS OF PRESENTATION (continued)

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Following the completion of the corporate reorganization, and upon its conversion into an ordinary Luxembourg holding company, the Company voluntarily recorded a special reserve exclusively for tax-basis purposes. As of December 31, 2013 and 2012, this special reserve amounted to USD 7.5 billion and USD 7.6 billion, respectively. The Company expects that, as a result of its corporate reorganization, its current overall tax burden will not increase, as all or substantially all of its dividend income will come from high income tax jurisdictions. In addition, the Company expects that dividend distributions for the foreseeable future will be imputed to the special reserve and therefore should be exempt from Luxembourg withholding tax under current Luxembourg law.

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The name and percentage of ownership of subsidiaries that have been included in consolidation in these Consolidated Condensed Interim Financial Statements is disclosed in Note 2 to the audited Consolidated Financial Statements for the year ended December 31, 2013.

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Certain comparative amounts have been reclassified to conform to changes in presentation in the current period.

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The preparation of Consolidated Condensed Interim Financial Statements requires management to make estimates and assumptions that might affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the statement of financial position, and also the reported amounts of revenues and expenses for the reported periods. Actual results may differ from these estimates.

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Material intercompany transactions and balances have been eliminated in consolidation. However, the fact that the functional currency of the Companys subsidiaries differ, results in the generation of foreign exchange gains and losses that are included in the Consolidated Condensed Interim Income Statement under Other financial� income (expenses), net.

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These Consolidated Condensed Interim Financial Statements have been approved for issue by the Board of Directors of Ternium on November 4, 2014.

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2.����� ACCOUNTING POLICIES

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These Consolidated Condensed Interim Financial Statements have been prepared in accordance with IAS 34, Interim Financial Reporting and are unaudited. These Consolidated Condensed Interim Financial Statements should be read in conjunction with the audited Consolidated Financial Statements for the year ended December 31, 2013, which have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and adopted by the European Union (EU). Recently issued accounting pronouncements were applied by the Company as from their respective dates.

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These Consolidated Condensed Interim Financial Statements have been prepared following the same accounting policies used in the preparation of the audited Consolidated Financial Statements for the year ended December 31, 2013.

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2.����� ACCOUNTING POLICIES (continued)

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New accounting pronouncements have been issued after December 31, 2013, as follows:

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International Financial Reporting Standard 15, Revenue from contracts with customers
In May 2014, the IASB issued IFRS 15, "Revenue from contracts with customers", which sets out the requirements in accounting for revenue arising from contracts with customers and which is based on the principle that revenue is recognized when control of a good or service is transferred to the customer. IFRS 15 must be applied annual periods beginning on or after January 1, 2017.

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International Financial Reporting Standard 9, Financial instruments

In July 2014, the IASB issued IFRS 9, "Financial instruments", which replaces the guidance in IAS 39. It includes requirements on the classification and measurement of financial assets and liabilities, as well as an expected credit losses model that replaces the current incurred loss impairment model. IFRS 9 must be applied on annual periods beginning on or after January 1, 2018.

These standards are not effective for the financial year beginning January 1, 2014 and have not been early adopted.

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The Company's management has not yet assessed the potential impact that the application of these standards may have on the Company's financial condition or results of operations.

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3.����� SEGMENT INFORMATION

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REPORTABLE OPERATING SEGMENTS

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The Company is organized in two reportable segments: Steel and Mining.

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The Steel segment includes the sales of steel products, which comprises slabs, hot rolled coils and sheets, cold rolled coils and sheets, tin plate, welded pipes, hot dipped galvanized and electro-galvanized sheets, pre-painted sheets, billets (steel in its basic, semi-finished state), wire rod and bars and other tailor-made products to serve its customers requirements.

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The Steel segment comprises three operating segments: Mexico, Southern Region and Other markets. These three segments have been aggregated considering the economic characteristics and financial effects of each business activity in which the entity engages; the related economic environment in which it operates; the type or class of customer for the products; the nature of the products; and the production processes. The Mexico operating segment comprises the Companys businesses in Mexico. The Southern region operating segment manages the businesses in Argentina, Paraguay, Chile, Bolivia and Uruguay. The Other markets operating segment includes businesses mainly in United States, Colombia, Guatemala, Costa Rica, El Salvador, Nicaragua and Honduras.

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The Mining segment includes the sales of mining products, mainly iron ore and pellets, and comprises the mining activities of Las Encinas, an iron ore mining company in which Ternium holds a 100% equity interest and the 50% of the operations and results performed by Pe�a Colorada, another iron ore mining company in which Ternium maintains that same percentage over its equity interest. Both mining operations are located in Mexico.

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Terniums Chief Operating Decision Maker (CEO) holds monthly meetings with senior management, in which operating and financial performance information is reviewed, including financial information that differs from IFRS principally as follows:

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3.����� SEGMENT INFORMATION (continued)

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- The use of direct cost methodology to calculate the inventories, while under IFRS is at full cost, including absorption of production overheads and depreciation.

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- The use of costs based on previously internally defined cost estimates, while, under IFRS, costs are calculated at historical cost (with the FIFO method).

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- Other timing and non-significant differences.

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Most information on segment assets is not disclosed as it is not reviewed by the CODM.

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3.����� SEGMENT INFORMATION (continued)

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GEOGRAPHICAL INFORMATION

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There are no revenues from external customers attributable to the Companys country of incorporation (Luxembourg).

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For purposes of reporting geographical information, net sales are allocated based on the customers location. Allocation of non-current assets is based on the geographical location of the underlying assets.

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4.����� COST OF SALES

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5.����� SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

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6.����� OTHER FINANCIAL INCOME (EXPENSES) , NET

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7.����� PROPERTY, PLANT AND EQUIPMENT, NET

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8.����� INTANGIBLE ASSETS, NET

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9.����� INVESTMENTS IN NON-CONSOLIDATED COMPANIES

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(1) It includes the investments held in Techgen S.A. de C.V., Finma S.A.I.F., Arhsa S.A., Techinst S.A., Recrotek� S.R.L. de C.V. and Gas Industrial de Monterrey S.A. de C.V.

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(a) Techgen S.A. de C.V.

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Following the execution of an August 2013 memorandum of understanding for the construction and operation of a natural gas-fired combined cycle electric power plant in the Pesquer�a area of the State of Nuevo Le�n, Mexico, as of February 2014, Ternium, Tenaris and Tecpetrol International S.A. (a wholly-owned subsidiary of San Faustin S.A., the controlling shareholder of both Ternium and Tenaris) have completed their initial investments in Techgen, S.A. de C.V. (Techgen), a Mexican project company owned 48% by Ternium, 30% by Tecpetrol and 22% by Tenaris.� Tenaris and Ternium have also agreed to enter into power supply and transportation agreements with Techgen, pursuant to which Ternium and Tenaris will contract 78% and 22%, respectively, of Techgens power capacity of between 850 and 900 megawatts.

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(b) Usinas Siderurgicas de Minas Gerais S.A. - USIMINAS

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On January 16, 2012, the Companys wholly-owned Luxembourg subsidiary Ternium Investments S.� r.l., together with the Companys Argentine majority-owned subsidiary Siderar S.A.I.C. (and Siderars wholly-owned Uruguayan subsidiary Prosid Investments S.C.A.), and Confab Industrial S.A., a Brazilian subsidiary of Tenaris S.A. (TenarisConfab), joined Usiminas existing control group through the acquisition of 84.7, 30.0, and 25.0 million ordinary shares, respectively. As a result of these transactions, the control group, which holds 322.7 million ordinary shares representing the majority of Usiminas voting rights, is now formed as follows: Nippon Steel & Sumitomo Metal Corporation Group (formerly Nippon Group) 46.1%, Ternium/Tenaris Group 43.3%, and CEU 10.6%.

9. INVESTMENTS IN NON-CONSOLIDATED COMPANIES (continued)

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As of September 30, 2014 the value of the investment is comprised as follows:

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At September 30, 2014, the closing price of the Usiminas ordinary shares as quoted on the BM&FBovespa Stock Exchange was BRL 6.64 (approximately USD 2.71) per share, giving Terniums ownership stake a market value of approximately USD 310.8 million.

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The Company reviews periodically the recoverability of its investment in Usiminas. To determine the recoverable value, the Company estimates the value in use of the investment by calculating the present value of the expected cash flows. There is a significant interaction among the principal assumptions made in estimating Usiminas cash flow projections, which include iron ore and steel prices, foreign exchange and interest rates, Brazilian GDP and steel consumption in the Brazilian market.

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Many of the above mentioned drivers of Usiminas recoverable value estimation showed a high degree of volatility during the third quarter of 2014 and as of the release of these financial statements. Brazils recently held presidential elections were one of the main causes of this volatility, as the runners-up to Brazils presidency were perceived as having significantly different economic policy views, creating a high level of uncertainty regarding the countrys future macro-economic environment.

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Since the acquisition of its investment in Usiminas and up to September 30, 2014, Ternium reduced the carrying value of the investment by 42% through impairment charges, currency translation adjustments (CTA) due to the devaluation of the Brazilian currency against the US dollar, and the results of the company.� In the third quarter of 2014, the value of the investment in Usiminas declined by USD 155 million, mainly through CTA.

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Under this volatile and uncertain environment, the Company reviewed its value in use calculation with the information currently available and based on the long term potential and prospects of Usiminas, and determined no need for an impairment charge. Nevertheless, during the following months, Ternium will closely follow the newly elected Brazilian governments changes to economic policy, if any, together with the Brazilian Real exchange rate expectations, and will evaluate their impact in the drivers of Usiminas recoverable value. These matters could lead to further reductions in the carrying value of Terniums investment in Usiminas, either through CTA or impairment charges.

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On October 28, 2014,� Usiminas approved its interim accounts as of and for the nine-months ended September 30, 2014, which state that revenues, post-tax profit from continuing operations and shareholders equity� amounted to USD 4,000 million, USD 118 million and USD 6,911 million, respectively.

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9. INVESTMENTS IN NON-CONSOLIDATED COMPANIES (continued)

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10.��� DISTRIBUTION OF DIVIDENDS

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During the annual shareholders meeting held on May 7, 2014, the shareholders approved the consolidated� financial statements and unconsolidated annual accounts for the year ended December 31, 2013, and a distribution of dividends of USD 0.075 per share (USD 0.75 per ADS), or approximately USD 150.4 million.� The dividends were paid on May 16, 2014.

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11.��� CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS

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This note should be read in conjunction with Note 25 to the Companys audited Consolidated Financial Statements for the year ended December 31, 2013. �Significant changes or events since the date of issue of such financial statements are as follows:

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11.��� CONTINGENCIES, COMMITMENTS AND RESTRICTIONS ON THE DISTRIBUTION OF PROFITS (continued)

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(i) Tax claims and other contingencies

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

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The Argentine tax authority (Administraci�n Federal de Ingresos P�blicos, or AFIP) has challenged the deduction from income of certain disbursements treated by Siderar as expenses necessary to maintain industrial installations, alleging that these expenses should have been treated as investments or improvements subject to capitalization. Accordingly, AFIP made income tax assessments against Siderar with respect to fiscal years 1995 through 1999.

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As of September 30, 2014, Siderars aggregate exposure under these assessments (including principal, interest and fines) amounts to approximately USD 11.4 million. Siderar appealed each of these assessments before the National Tax Court, which, in successive rulings, reduced the amount of each of the assessments made by AFIP; the National Tax Court decisions were, however, further appealed by both Siderar and AFIP.

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On May 15, 2014, Siderar was notified of a new National Tax Court ruling approving the AFIP assessment for fiscal year 1997 in an amount of approximately USD 0.8 million (including principal and interest); as the Tax Court did not grant a stay with respect to this decision, Siderar paid the full amount of the ruling, reserving its right to seek reimbursement of that payment.

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Based on the recent National Tax Court decision, management believes that there could be an additional potential cash outflow in connection with this assessment and, as a result, Siderar recognized a provision which, as of September 30, 2014, amounts to USD 0.2 million.

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(b) Companhia Sider�rgica Nacional (CSN)  Lawsuit

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In 2013, the Company was notified of a lawsuit filed in Brazil by Companhia Sider�rgica Nacional (CSN) and various entities affiliated with CSN against Ternium Investments S.� r.l., its subsidiary Siderar, and Confab Industrial S.A., a Brazilian subsidiary of Tenaris S.A. The entities named in the CSN lawsuit had acquired a participation in Usinas Sider�rgicas de Minas Gerais S.A.  USIMINAS (Usiminas) in January 2012. The CSN lawsuit alleges that, under applicable Brazilian laws and rules, the acquirers were required to launch a tag-along tender offer to all minority holders of Usiminas ordinary shares for a price per share equal to 80% of the price per share paid in such acquisition, or BRL 28.8, and seeks an order to compel the acquirers to launch an offer at that price plus interest. If so ordered, the offer would need to be made to 182,609,851 ordinary shares of Usiminas not belonging to Usiminas control group; Ternium Investments and Siderars respective shares in the offer would be 60.6% and 21.5%.

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On September 23, 2013, the first instance court issued its decision finding in favor of the defendants and dismissing the CSN lawsuit. The claimants appealed the court decision, and the defendants filed their response to the appeal. It is estimated that the court of appeals will issue its judgment on the appeal within the next two years. Ternium believes that CSN's allegations are groundless and without merit, as confirmed by several opinions of Brazilian counsel and previous decisions by Brazil's securities regulator Comiss�o de Valores Mobili�rios (including a February 2012 decision determining that the above mentioned acquisition did not trigger any tender offer requirement) and, more recently, the first instance court decision on this matter referred to above. Accordingly, the Company did not record any provision in connection with this lawsuit.