What changed in this filing

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Item 1. Business

2024-02-09 compared with 2023-02-10 · 85 added, 90 removed, 286 unchanged (38% of the section changed)

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Today, Terex is a global manufacturer of materials processing machinery and aerial work platforms.

We design, build and support products used in construction, maintenance, manufacturing, energy, recycling, minerals and materials management applications.

We design, build and support products used in maintenance, manufacturing, energy, recycling, minerals and materials management, and construction applications.

Certain Terex products and solutions enable customers to reduce their impact on the environment including electric and hybrid offerings that deliver quiet and emission-free performance, products that support renewable energy, and products that aid in the recovery of useful materials from various types of waste.

Our products are manufactured in North America, Europe, Australia and Asia and sold worldwide.

We engage with customers through all stages of the product life cycle, from initial specification and financing to parts and service support.

We continue to focus on becoming an industry leading operating company.

We engage with customers through all stages of the product life cycle, from initial specification to parts and service support.

We report our business in the following segments:

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Customers use these products in construction, infrastructure and recycling projects, in various quarrying and mining applications, as well as in landscaping and biomass production industries, material handling applications, maintenance applications to lift equipment or material, moving materials and equipment on rugged or uneven terrain, lifting construction material and placing material at point of use.

We market our MP products principally under the Terex ® , Powerscreen ® , Fuchs ® , EvoQuip ® , Canica ® , Cedarapids ® , CBI ® , Simplicity ® , Franna ® , Terex Ecotec ® , Finlay ® , ProAll ® , ZenRobotics ® , Terex Washing Systems, Terex MPS, Terex Jaques ® , Terex Advance ® , ProStack ® , Terex Bid-Well ® , MDS tm and Terex Recycling Systems brand names and business lines.

We market our MP products principally under the following brand names and business lines:

Terex ® , Powerscreen ® , Fuchs ® , EvoQuip ® , Canica ® , Cedarapids ® , CBI ® , Simplicity ® , Franna ® , Terex Ecotec ® , Finlay ® , ProAll ® , ZenRobotics ® , Terex Washing Systems, Terex MPS, Terex Jaques ® , Terex Advance ® , ProStack ® , Terex Bid-Well ® , MDS tm , MARCO ® and Terex Recycling Systems.

MP has the following significant manufacturing operations:

• Mobile crushers are manufactured in Omagh, Northern Ireland;

• Mobile screens and washing systems are manufactured in Dungannon, Northern Ireland;

• Mobile crushers, mobile screens, base crushers, base screens, modular and wheeled crushing and screening plants, track conveyors, washing systems and pick and carry cranes are manufactured in Hosur, India;

• Modular, mobile and static crushing and screening equipment and base crushers are manufactured in Oklahoma City, Oklahoma;

• Static crushers and screens are manufactured in Subang Jaya, Malaysia;

• Mobile screens, washing systems and recycling systems are manufactured in Dungannon, Northern Ireland;

• Mobile crushers, mobile screens, base crushers, base screens, modular and wheeled crushing and screening plants, track conveyors, washing systems, rough terrain cranes and pick and carry cranes are manufactured in Hosur, India;

• Mobile and static crushing and screening equipment and base crushers are manufactured in Oklahoma City, Oklahoma;

• Static crushers, screens and telescopic conveyors are manufactured in Subang Jaya, Malaysia;

• Crushing and screening equipment is manufactured in Durand, Michigan;

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• Mobile and static trommel screens are manufactured in Monaghan, Ireland;

• Bulk material handling conveyors are manufactured in Mount Vernon, Missouri.

We have North American distribution centers in Louisville, Kentucky and Southaven, Mississippi and service centers in Australia, Thailand, Turkey and Malaysia.

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Products include portable material lifts, portable aerial work platforms, trailer-mounted articulating booms, self-propelled articulating and telescopic booms, scissor lifts, utility equipment (including digger derricks and insulated aerial devices) and telehandlers, as well as their related components and replacement parts.

Customers use these products to construct and maintain industrial, commercial, institutional and residential buildings and facilities, for construction and maintenance of utility and telecommunication lines, tree trimming, certain construction and foundation drilling applications, and for other commercial operations, as well as in a wide range of infrastructure projects.

Aerial work platform equipment positions workers and materials easily and quickly to elevated work areas, enhancing safety and productivity at height.

Customers use these products to construct and maintain industrial, commercial, institutional and residential buildings and facilities, for construction and maintenance of transmission and distribution lines, tree trimming, certain construction and foundation drilling applications, and for other commercial operations, as well as in a wide range of infrastructure projects.

We market aerial work platform products principally under the Terex ® and Genie ® brand names.

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• Telehandlers are manufactured in Umbertide, Italy and Monterrey, Mexico.

We have a parts and logistics center located in North Bend, Washington for our aerial and utility products.

We have a parts and logistics center located in North Bend, Washington for our AWP products.

Additionally, a portion of our aerial and utility products parts business is conducted at a shared Terex facility in Southaven, Mississippi.

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In addition, wholesale financing may be arranged between dealers and distributors who sell our equipment and financial institutions with which TFS has established relationships.

TFS continually monitors used equipment values of Terex equipment in the secondary market sales channels for all of our equipment categories.

This provides a basis to project future values of equipment for the underwriting of leases or loans.

These secondary market sales channels may also be used for re-marketing any equipment which is returned at end of lease, or is repossessed in case of a customer default.

TFS monitors directly or uses third-party appraisal companies to provide a basis to project future values of Terex used equipment in the secondary market sales channels.

These secondary market sales channels may also be used for re-marketing any equipment which is returned at end of lease, or is repossessed in the case of a customer default.

If equipment is received, TFS uses the resale channel which maximizes proceeds and/or mitigates risk for Terex and our funding partners.

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Customer ROIC is a key focus of our organization and is central to our ability to generate returns for investors.

We operate our Company based on our value system, “The Terex Way.” The Terex Way values shape the culture of our Company and reflect our collective commitment to and understanding of what it means to be a part of Terex.

We operate our Company based on our value system, “The Terex Way”, which shapes the culture of our Company and reflects our collective commitment to and understanding of what it means to be a part of Terex.

The Terex Way is based on six key values:

• Integrity :

Integrity reflects honesty, ethics, transparency and accountability.

We are committed to maintaining high ethical standards in all of our business dealings and we never sacrifice our integrity for profit.

Respect incorporates concern for safety, health, teamwork, diversity, equity, inclusion and performance.

We treat all our team members, customers and suppliers with respect and dignity.

We do not sacrifice integrity for profit.

We are transparent in all our business dealings.

We are accountable to our team members, customers and stockholders for achieving our goals while protecting our reputation and assets.

We provide a safe and healthy environment for our team members.

We treat all people with dignity and respect.

We value the differences in people’s thinking, backgrounds and cultures.

We are committed to team member development.

• Improvement :

Improvement encompasses quality, problem-solving systems, a continuous improvement culture and collaboration.

We continuously search for new and better ways of doing things, focusing on continuous improvement and the elimination of waste.

We continuously search for new and better ways of doing things, eliminating waste and continually improving.

We challenge the status quo and require stretch goals.

We work in teams across boundaries to achieve common goals.

• Servant Leadership :

Servant leadership requires service to others, humility, authenticity and leading by example.

We work to serve the needs of our customers, investors and team members.

Courage entails willingness to take risks, responsibility, action and empowerment.

We have the courage to make a difference even when it is difficult.

We nurture a culture of “chain of support” versus “chain of command.” We ask what we can do to help.

We have the personal and professional courage to do the right thing and take risks that may cause us to win as well as to fail periodically.

We make decisions and take action.

We do not admonish failure, only failure to learn.

• Citizenship :

Citizenship means social responsibility and environmental stewardship.

We comply with all laws, respect all people’s values and cultures, and are good global, national and local citizens.

Our Terex Way values continue to guide how we conduct business with our stakeholders:

team member, customers, shareholders, suppliers, our communities and many others.

Our values drive our unwavering focus on Zero Harm Safety, strong governance, Diversity, Equity & Inclusion (“DEI”), responsible environmental stewardship, and support for the communities where we live and work.

We are good global, local and national citizens and good stewards of the environment and the communities where we live.

We participate in making the world we live in a better place.

The Terex Way continues to guide us on how we conduct business with our stakeholders:

team members, customers, stockholders, suppliers, our communities and many others.

It drives our unwavering focus on Zero Harm Safety, strong governance, Diversity, Equity & Inclusion (“DEI”), responsible environmental stewardship and sustainability, and support for the communities where we live and work.

Each business in our Company is unique, but all businesses are managed to a common set of expectations in three broad thematic areas, as defined by our “Execute, Innovate, Grow” operating framework.

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Digitalization plays an important role in many of the innovations we pursue, but there are other aspects of this strategy that involve non-digital changes to the design of our products and improved ways of doing things.

For example, we provide product solutions to help our customers achieve sustainability goals including electric and/or hybrid options.

The “Grow” theme is the outcome of doing “Execute” and “Innovate” well.

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We also see a role for further growth via inorganic investments.

Over the past two years, we have completed multiple transactions, adding scope and depth to our Company through acquisitions of new facilities and businesses and investments in companies.

Over the past three years, we have completed multiple transactions, adding scope and depth to our Company through acquisitions of new facilities and businesses and investments in companies.

We continue to build and actively pursue our inorganic investment pipeline, with an eye towards adding new dimensions to the Company portfolio and applying our skills as a manager of specialized machinery businesses in new and complementary domains.

Our Disciplined Capital Allocation approach remains an important part of our overall strategy, including maintenance of an optimal capital structure (of approximately 2.5 average net debt to EBITDA over the cycle), growth investments, restructuring investments and efficient return of capital to shareholders via dividends and share repurchases.

Successful pursuit of the “Execute, Innovate, Grow” strategy will shape the direction of our Company over the coming years.

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Because many variables can cause changes in backlog and these changes may or may not be of any significance, we consequently view backlog as an important, but not necessarily determinative, indicator of future results.

Our overall backlog amounts at December 31, 2022 increased $740.2 million from our backlog amounts at December 31, 2021, driven by strong, global customer demand.

MP segment backlog at December 31, 2022 increased approximately 12% from our backlog amounts at December 31, 2021.

This increase from 2021 was driven primarily by higher demand across aggregates, environmental and cranes businesses primarily in North America, Western Europe and Asia Pacific.

AWP segment backlog at December 31, 2022 increased approximately 27% from our backlog amounts at December 31, 2021.

This increase from 2021 was driven by robust demand primarily in the U.S.

We distribute our products through a global network of independent distributors, rental companies and direct sales to customers.

Our overall backlog amounts at December 31, 2023 decreased $659.8 million from our backlog amounts at December 31, 2022, driven by improved customer deliveries.

Backlog is still significantly above historical levels.

MP segment backlog at December 31, 2023 decreased approximately 35% from our backlog amounts at December 31, 2022.

The decrease from 2022 was driven primarily by improved customer deliveries and lower bookings across our MP businesses as lead times decrease and MP backlog begins returning to historical levels.

AWP segment backlog at December 31, 2023 decreased approximately 9% from our backlog amounts at December 31, 2022.

The decrease from 2022 was primarily driven by improved customer deliveries while bookings remain strong, primarily in North America.

MATERIALS PROCESSING

We distribute our products through a global network of independent distributors, rental companies and direct sales to customers.

We distribute our MP products to customers through several channels including a global network of independent distributors, direct sales and rental companies.

AERIAL WORK PLATFORMS

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RESEARCH, DEVELOPMENT AND ENGINEERING

We maintain engineering staff primarily at our manufacturing locations to conduct research, development and engineering for site-specific products.

We maintain engineering staff at our manufacturing locations to conduct research, development and engineering for site-specific products.

We have also established competency centers that support entire segments from single locations in certain fields such as control systems.

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In addition, our engineering center in India supports our engineering teams worldwide through new product design, existing product design improvement and development of products for local markets.

Continually monitoring our materials, manufacturing and engineering costs is essential to identifying possible savings, which then enables us to leverage those savings to improve our competitiveness and our customers’ return on investment.

Our research, development and engineering expenses are primarily incurred to develop (i) additional applications and extensions of our existing product lines to meet customer needs, such as the telematics application to remotely monitor and manage our products, and take advantage of growth opportunities, and (ii) customer responsive enhancements and continuous cost improvements of existing products.

Continually monitoring our materials, manufacturing and engineering costs is essential to identifying possible savings, enabling us to leverage those savings to improve our competitiveness and our Customer ROIC.

Our research, development and engineering expenses are primarily incurred to develop (i) additional applications and extensions of our existing product lines to meet customer needs, and take advantage of growth opportunities, and (ii) customer responsive enhancements and continuous cost improvements of existing products.

Our engineering focus mirrors the business priorities of delivering customer responsive solutions, growing in developing markets, complying with evolving regulatory standards in our global markets and applying our lean manufacturing principles by standardizing products, rationalizing components and strategically aligning with select global suppliers.

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Across our product range depending on product and application, various solutions are being deployed including battery-electric, fuel-electric hybrid and plug-in hybrids.

In parallel to this we continue to research and evaluate alternative fuel options that may become viable solutions for our products in the future.

In parallel to this, we continue to research and evaluate alternative lower and no-carbon energy alternatives, including partnering with technology companies and universities, that may become viable solutions for our products in the future.

Approximately 70% of MP and Genie products offer electric and/or hybrid options.

Product innovation has become a core element of our growth strategy.

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We compete with other manufacturers based on many factors, particularly price, performance and product reliability.

We generally operate under a best value strategy, where we attempt to offer our customers products designed to improve Customer ROIC.

We generally operate under a best value strategy, where we attempt to offer our customers products designed to improve Customer ROIC through our quality by design process.

However, in some instances, customers may prefer the pricing, performance or reliability aspects of a competitor’s product despite our product pricing or performance.

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BUSINESS SEGMENT PRODUCTS PRIMARY COMPETITORS

Materials Processing Crushing & Screening Equipment Astec Industries, Deere (Kleeman), Keestrack, Metso, Portafill, Sandvik and Rubble Master

Materials Processing Crushing & Screening Equipment Astec Industries, Deere (Kleeman), Keestrack, Metso, Portafill, Rubble Master and Sandvik

Washing Systems Azfab, CDE Global, Matec, McLanahan, Metso, Phoenix Process Equipment, Superior and Weir/Trio

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Concrete Pavers Allen Engineering, Gomaco, Guntert & Zimmerman and Power Curbers

Concrete Mixer Trucks Beck Industrial, Con-Tech, Continental Mixer, Indiana Phoenix and Oshkosh (McNeilus)

Concrete Mixer Trucks Beck Industrial, Con-Tech, Continental Mixer, McNeilus and Oshkosh

Volumetric Concrete Mixers Bay-lynx, Cemen Tech, Holcombe and Zimmerman

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Robotic Waste Sorting Technology AMP Robotics, Max-Al, Steinert, Tomra and Waste Robotics

Aerial Work Platforms Portable Material Lifts and Portable Aerial Work Platforms Oshkosh (JLG), Sumner, Vestil and Wesco

Boom Lifts Dingli, Haulotte, Linamar (Skyjack), Monitou, Oshkosh (JLG), Sinoboom, Xtreme/Tanfield (Snorkel) and Zoomlion

Scissor Lifts Dingli, Haulotte, LGMG, Linamar (Skyjack), Oshkosh (JLG), Sinoboom, Xtreme/Tanfield (Snorkel) and Zoomlion

Utility Equipment Altec, Dur-A-Lift, Posi+ and Time Manufacturing

Telehandlers CNH, JCB, Manitou (Gehl), Merlo and Oshkosh (JLG, Skytrak, Caterpillar and Lull brands)

Aerial Work Platforms Portable Material Lifts and Portable Aerial Work Platforms Dingli, Haulotte and Oshkosh (JLG)

Dingli, Haulotte, JCB, Linamar (Skyjack), Manitou, MEC, Oshkosh (JLG), Sinoboom, XCMG and Zoomlion

Scissor Lifts Dingli, Haulotte, JCB, LGMG, Linamar (Skyjack), MEC, Oshkosh (JLG), Sinoboom, XCMG and Zoomlion

Utility Equipment Altec, Dur-A-Lift, Elliot Equipment, Palfinger, Posi+ and Time Manufacturing

Telehandlers JCB, Linamar (Skyjack), Manitou (Gehl), Merlo and Oshkosh (JLG)

MAJOR CUSTOMERS

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In 2023, our largest customer accounted for less than 5% of our consolidated net sales and our top ten customers in the aggregate accounted for less than 27% of our consolidated net sales.

A material portion of AWP net sales are to national rental companies.

A material portion of AWP net sales is to national rental companies.

PATENTS, LICENSES AND TRADEMARKS

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We collaborate with customers to design features that help keep operators safe, improve working environments, and help maintain equipment uptime and utilization.

We also continue to follow all remaining COVID-19 safety protocols where directed by recognized health authorities or regulatory bodies, and will continue to maintain the necessary protective measures to keep our team safe.

We generate hazardous and non-hazardous wastes in the normal course of our manufacturing operations.

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Use and operation of our equipment in an environmentally conscious manner is an important priority for us.

We are aware of global discussions regarding climate change and the impact of greenhouse gas emissions on global warming.

We are increasing our production of products that have lower greenhouse gas emissions in response to both regulatory initiatives and market demand.

We produce products that have lower greenhouse gas emissions in response to both regulatory initiatives and market demand.

We continue to be active in the development of incorporating alternative power solutions within our different product lines and are investing in companies that develop alternative energy solutions.

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Hybrid solutions are also available on select utility aerial devices, cranes, and mixer trucks that use battery power to perform certain equipment functions without the engine running.

Overall, we believe these developments are the leading edge of much greater change to the way equipment in the future will be powered.

We have taken a lead on many of these developments within the industries we serve, and we will continue to evolve our approach to alternative, environmentally friendly equipment power as technical capabilities advance, solution economics improve, and customer demand for these solutions continues to increase.

Increasing laws and regulations dealing with the environmental aspects of the products we manufacture can result in significant expenditures in designing and manufacturing new forms of equipment that satisfy such new laws and regulations.

Increasingly stringent laws and regulations dealing with the environmental aspects of the products we manufacture can result in significant expenditures in designing and manufacturing new forms of equipment that satisfy such new laws and regulations.

Compliance with laws and regulations regarding safety and the environment has required, and will continue to require, us to make expenditures.

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Non-seasonal macro factors are also important and can surpass seasonal influences in importance in some years.

In 2023, traditional seasonality is expected to be less applicable as the supply chain environment has extended product deliveries.

We expect the first and second half sales to be comparable, with second and third quarter sales modestly higher.

In 2024, we expect first and second half sales to be comparable to each other, with the second and third quarter sales modestly higher than first and fourth quarter sales.

WORKING CAPITAL

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We are committed to Zero Harm, and we expect all team members to be committed to safety and continuous improvement in this area.

In 2016, Terex set the goals of reaching a 0.20 lost time injury rate and 1.00 total recordable injury rate by 2024.

We have made good progress since 2016 when our lost time injury rate was 0.80 and our total recordable injury rate was 3.82.

Terex has set the goals of reaching a 0.4 lost time injury rate and 1.4 total recordable injury rate by the end of 2026.

At the end of 2023, our lost time injury rate was 0.58 and our total recordable injury rate was 1.98.

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Our core curriculum of Terex Success Programs are designed for all of our team members from individual contributors to front line supervisors to managers and executives.

These programs are grounded in The Terex Way values and help participants build key skills.

Business specific leadership programs are also conducted in each of our two segments and additional training programs are offered around specific topics such as Safety;

Technical Skills;

and Financial Fundamentals.

These programs are grounded in The Terex Way and help participants build key skills and competencies.

Business specific leadership programs are also conducted in each of our segments and additional training programs are offered around specific topics such as safety, DEI, technical skills, financial fundamentals, compliance, cybersecurity and harassment prevention.

We have a strong performance management process that includes annually setting clear business and professional objectives, mid-year calibration, annual performance reviews and succession planning.

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DIVERSITY, EQUITY AND INCLUSION

We are committed to increasing and retaining demographic diversity at all levels of our global workforce.

We value team members of every race, gender, age, religion, identity or experience.

We encourage, value and support non-majority team members in all of our facilities worldwide.

We actively seek their engagement and partnership, as we understand that diversity of background, thought and experience leads to improved problem-solving and greater innovation.

Diversity in and of itself is not sufficient.

We strive to be fair and impartial in our decisions, ensuring Equity within our workplace and we know that creating a culture of Inclusion for all our team members is essential.

We are committed to all three elements of DEI so we can make Terex the kind of place where every team member feels valued, listened to and appreciated.

Our Company has a vibrant, global initiative to increase representation of women in our workplace because we recognize that women are often under-represented in manufacturing organizations such as ours.

We are making excellent progress, requiring diverse candidate slates, supporting women through mentoring, training, and colleague-to-colleague education, and using our talent development process to identify qualified women for their next role(s) within our organization.

In 2014, we established five-year goals to increase representation in three areas:

women in leadership, women in line roles (like operations, engineering and sales) and women overall.

Having made progress against these goals, we have extended them for another five years.

We are committed to recruiting, engaging, developing, and retaining diversity at all levels of our global workforce.

We encourage, value, and support team members of every race, gender, age, ability, religion, orientation, identity, and experience.

We firmly believe that diversity of background, thought, and experience cultivates innovation and better decision-making.

Our culture is defined by our Terex Way Values – Integrity, Respect, Improvement, Servant Leadership, Courage, and Citizenship.

Our values are the driving force behind our commitment to maintain an inclusive, supportive, equitable, and safe workplace for all team members.

We know that diversity alone is not sufficient.

We strive to be fair and impartial in our decisions, ensuring equity within our workplace.

We are also committed to creating a culture of inclusion, which starts with the tangible, intentional actions that all Terex team members – regardless of title or tenure - must make to ensure our team members feel safe, supported, and valued.

In 2023, we have built on these efforts by delivering unconscious bias training and developmental webinars, promoting our Terex Affinity Groups, encouraging Company-wide accountability with our Terex-specific inclusion statements, and creating our DEI Site Roadmaps.

The DEI Site Roadmaps provide step-by-step guidance for our sites to enhance recruitment, engagement, development, and retention for all team members at Terex.

As is typical of the manufacturing industry, women are often under-represented.

Our Company has a long-standing, vibrant, global initiative to increase representation of women throughout our workforce.

We require diverse candidate slates and support women through mentoring, training, and development opportunities.

We also use our talent review process to identify qualified women for their next role(s) within our organization, including implementing meaningful development plans.

In 2023 we updated our goals to increase representation in the following four areas by 2030:

women in leadership (to 24%), women in management (to 25%), women in line roles (like operations, engineering and sales) (to 20%) and all women globally (to 24%).

In 2020, we expanded our primary DEI focus areas to include race and ethnicity, to ensure that members of under-represented groups have a sense of belonging and can thrive within our organization.

In 2022, we established five year goals to increase non-majority representation in the U.S.

in three areas:

leadership, management, and indirect manufacturing and indirect selling, general & administrative (“SG&A”) roles.

In 2022, we continued the work of our Global DEI Governance Council, regional DEI Councils in the Americas, Europe, the Middle East, Africa and Russia (EMEAR) and Asia Pacific, and our longstanding Women@Terex Steering Committee.

The DEI Governance Council is sponsored by our Chief Executive Officer (“CEO”) and Chief Human Resources Officer;

our regional councils have Executive Leadership Team (“ELT”) level sponsorship from our segment Presidents.

As part of our commitment to DEI, at the end of 2021 we launched “Affinity Groups,” a new way for team members to interact, exchange ideas, network, support one another and grow.

Our Affinity Groups further expanded in 2022 from eight to nine and participation rose two-fold.

Affinity Groups are a way to bring diverse perspectives into the workplace and our internal culture, and to give everyone support and a voice.

Our DEI efforts are centered around recruitment, engagement, development and retention.

We have completed training for our ELT, senior leadership, managers and the HR community.

This training has been cascaded to our more junior managers and supervisors as well.

We continue to develop tools and resources for use at the individual and site level to foster inclusion.

In 2022, we introduced a component to our annual incentive plan focused on the achievement of specific DEI metrics.

Our current 2030 goals for minority representation in the U.S.

are 17% in leadership, 18% in management, and 26% in indirect manufacturing and selling, general & administrative (“SG&A”) roles.

Additionally, back in 2022, we introduced a component to our annual incentive plan focused on the achievement of specific DEI metrics.

Overall, we have seen significant progress in our DEI metrics and have set the 2030 goals detailed above to reflect our continued commitment.

AVAILABLE INFORMATION

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The SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

In addition, we make available on our website under “Investor Relations” – “Governance”, free of charge, our Audit Committee Charter, Compensation Committee Charter, Governance and Nominating Committee Charter, Corporate Governance Guidelines and Code of Ethics and Conduct.

In addition, we make available on our website under “Investor Relations” – “Governance”, free of charge, our Audit Committee Charter, Compensation and Human Capital Committee Charter, Governance, Nominating and Corporate Responsibility Committee Charter, Corporate Governance Guidelines, Disclosure Committee Charter and Code of Ethics and Conduct.

In addition, the foregoing information is available in print, without charge, to any stockholder who requests these materials from us.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business