What changed in this filing

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Item 9A. Controls and Procedures

2024-02-09 compared with 2023-02-10 · 177 added, 158 removed, 1413 unchanged (19% of the section changed)

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Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure information required to be disclosed in reports we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to our management, including our CEO and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required financial disclosure.

We maintain disclosure controls and procedures that are designed to ensure information required to be disclosed in reports we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms, and such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required financial disclosure.

In connection with the preparation of this Annual Report on Form 10-K, our management carried out an evaluation, under supervision and with participation of our management, including the CEO and CFO, as of December 31, 2023, of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) under the Exchange Act.

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OTHER INFORMATION

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” as such terms are defined under Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

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The information required by Item 10 is incorporated by reference from the definitive Terex Corporation Proxy Statement to be filed with the SEC within 120 days after the year covered by this Annual Report on Form 10-K.

Item 405 of Regulation S-K calls for disclosure of any known late filing or failure by an insider to file a report required by Section 16(a) of the Exchange Act.

To the extent disclosure for delinquent reports is being made, it can be found under the caption “Delinquent Section 16(a) Reports” in the Terex Corporation Proxy Statement to be filed with the SEC within 120 days after the year covered by this Annual Report on Form 10-K and is incorporated herein by reference.

EXECUTIVE COMPENSATION

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Our independent registered public accounting firm is KPMG LLP , New York, NY , Auditor ID:

Our predecessor independent registered public accounting firm was PricewaterhouseCoopers LLP , Stamford, CT , Auditor ID:

The information required by Item 14 is incorporated by reference from the definitive Terex Corporation Proxy Statement to be filed with the SEC within 120 days after the year covered by this Annual Report on Form 10-K.

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1-10702, dated April 1, 2021 and filed with the Commission April 6, 2021).

10.15 Amendment No.

1 dated as of May 8, 2023 to the Amended and Restated Credit Agreement dated as of April 1, 2021, among Terex Corporation, certain of its subsidiaries, the Lenders and Issuing Banks named therein and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated May 8, 2023 and filed with the Commission May 10, 2023).

10.16 Guarantee and Collateral Agreement dated as of January 31, 2017, among Terex Corporation, certain of its subsidiaries, and Credit Suisse AG, Cayman Islands Branch, as Collateral Agent (incorporated by reference to Exhibit 10.2 of the Form 8-K Current Report, Commission File No.

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1-10702, dated December 29, 2022 and filed with the Commission December 30, 2022).

10.18 E mployment Letter from Terex Corporation signed by Simon Meester on October 1 2 , 202 3 (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated October 1 2 , 2023 and filed with the Commission on October 1 7 , 2 023).

10.19 C onsulting Agreement between Terex Corpora tion and John L.

Garrison , Jr.

, dated December 1 4 , 2023 (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated December 1 4 , 2023 and filed with the Commission on Dec ember 1 8 , 2023).

21.1 Subsidiaries of Terex Corporation.

23.1 Consent of Independent Registered Public Accounting Firm KPMG LLP, New York, NY.

23.2 Consent of Independent Registered Public Accounting Firm PricewaterhouseCoopers LLP, Stamford, Connecticut.

24.1 Power of Attorney.

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes – Oxley Act of 2002.

97 Terex Corporation Clawback Policy.

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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TEREX CORPORATION

Garrison, Jr.

February 9, 2024

Garrison, Jr.

Chairman and Chief Executive

President, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NAME TITLE DATE

Garrison, Jr Chairman and Chief Executive February 10, 2023

Garrison, Jr.

President, Chief Executive Officer and Director

February 9, 2024

(Principal Executive Officer)

Beck Senior Vice President and Chief Financial February 10, 2023

(Principal Financial Officer)

Beck Senior Vice President and Chief Financial Officer

February 9, 2024

Beck (Principal Financial Officer)

/s/ Stephen A.

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Christopher Rossi

*/s/ Andra M.

Rush Director

*/s/ Andra Rush

*/s/ David A.

Sachs Lead Director

Sachs Non-Executive Chairman

*/s/ Oluseun Salami

Oluseun Salami

*By /s/ Julie A.

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Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Terex Corporation and subsidiaries (the Company) as of December 31, 2022 and 2021, the related consolidated statements of income (loss), comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes and financial statement Schedule II – Valuation and Qualifying Accounts and Reserves (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of Terex Corporation and subsidiaries (the Company) as of December 31, 2023 and 2022, the related consolidated statements of income (loss), comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement schedule II (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2023, in conformity with U.S.

generally accepted accounting principles.

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Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provide a reasonable basis for our opinions.

We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

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The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Recoverability of certain deferred tax assets

As described in Note C – “Income Taxes” to the consolidated financial statements, the Company reported net deferred tax assets of $127.9 million as of December 31, 2022.

Identification of uncertain tax positions and the recoverability of deferred tax assets

As described in Note C – “Income Taxes” to the consolidated financial statements, the Company reported a liability of $6.4 million related to unrecognized tax benefits and net deferred tax assets of $174.7 million as of December 31, 2023.

The Company conducts business globally, and exercises judgment in its assessment of uncertain tax positions and in its evaluation of the recoverability of deferred tax assets, particularly for certain foreign jurisdictions.

The Company assesses the net realizable value of its deferred tax assets based on available evidence, including historical information that is supplemented by currently available information about future tax years.

We identified the evaluation of the recoverability of certain deferred tax assets as a critical audit matter.

A high degree of auditor judgment, including the involvement of tax professionals with specialized skills and knowledge, was required to evaluate the application of relevant tax law and the estimated future taxable income used in assessing the recoverability of certain deferred tax assets.

Where the Company has determined that a tax return filing position does not satisfy the more likely than not recognition threshold, it has recorded no tax benefits.

We identified the identification of uncertain tax positions and evaluation of the recoverability of deferred tax assets in certain foreign jurisdictions as a critical audit matter.

A high degree of auditor judgment, including the involvement of tax professionals with specialized skills and knowledge, was required in evaluating (i) the identification of uncertain tax positions and (ii) the estimated future taxable income and other evidence used in the evaluation of the recovery of deferred tax assets.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the recoverability of deferred tax assets.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the identification of uncertain tax positions and the recoverability of deferred tax assets.

This included controls related to management’s analysis of relevant tax law and the estimated future taxable income used in assessing recoverability.

We evaluated the Company’s estimated future taxable income in certain jurisdictions, primarily by comparing estimated amounts to historical actual amounts, by considering historical trends in taxable income, and by evaluating available information about future tax years, including relevant economic trends and information.

We involved tax professionals with specialized skills and knowledge, who assisted in evaluating the recoverability of certain deferred tax assets by assessing the application of relevant tax law and the extent to which the deferred tax assets are subject to limitation on usage or expiry.

For the identification of uncertain tax positions, tax professionals with specialized skills and knowledge assisted in evaluating management’s identification of uncertain tax positions, including interpretation of relevant tax law and consideration of ongoing and completed examinations by tax authorities.

For the evaluation of the recoverability of deferred tax assets, we evaluated the Company’s estimated future taxable income in certain foreign jurisdictions primarily by comparing estimated amounts to historical amounts, prior estimates and trends, and by performing sensitivity analysis.

We involved tax professionals with specialized skills and knowledge, who assisted in evaluating the recoverability of deferred tax assets by assessing the application of relevant tax law and the extent to which the deferred tax assets are subject to limitation on usage or expiry.

We have served as the Company’s auditor since 2021.

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February 9, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

and Stockholders of Terex Corporation

Opinion on the Financial Statements

We have audited the consolidated statements of income (loss), of comprehensive income (loss), of changes in stockholders’ equity and of cash flows of Terex Corporation and its subsidiaries (the “Company”) for the year ended December 31, 2020, including the related notes and financial statement schedule listed in the accompanying index for the year ended December 31, 2020 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations and cash flows of the Company for the year ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

Stamford, Connecticut

February 12, 2021

We served as the Company’s auditor from 1992 to 2020.

TEREX CORPORATION AND SUBSIDIARIES

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Income (loss) from continuing operations 516.7 300.2 217.5

Income (loss) from discontinued operations – net of tax — — ( 0.4 )

Gain (loss) on disposition of discontinued operations – net of tax 1.3 ( 0.2 ) 3.4

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Income (loss) from continuing operations $ 7.65 $ 4.38 $ 3.12

Income (loss) from discontinued operations – net of tax — — ( 0.01 )

Gain (loss) on disposition of discontinued operations – net of tax 0.02 — 0.05

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Income (loss) from continuing operations $ 7.56 $ 4.32 $ 3.07

Income (loss) from discontinued operations – net of tax — — ( 0.01 )

Gain (loss) on disposition of discontinued operations – net of tax 0.02 — 0.05

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Cash and cash equivalents $ 370.7 $ 304.1

Trade receivables (net of allowance of $ 9.4 and $ 9.7 at December 31, 2022 and 2021, respectively)

Receivables (net of allowance of $ 8.3 and $ 9.4 at December 31, 2023 and 2022, respectively)

Inventories 1,186.0 988.4

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Depreciation and amortization 56.4 47.2 50.2

Deferred taxes ( 38.1 ) ( 0.6 ) 1.2

Stock-based compensation expense 43.6 30.3 33.1

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Changes in operating assets and liabilities (net of effects of acquisitions and divestitures):

Trade receivables ( 54.7 ) ( 139.0 ) 16.1

11.0 ( 54.7 ) ( 139.0 )

Inventories ( 199.6 ) ( 206.1 ) ( 229.5 )

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Capital expenditures ( 127.2 ) ( 109.6 ) ( 59.7 )

Proceeds from sale of capital assets 33.6 0.2 1.9

Acquisitions, net of cash acquired, and investments ( 23.8 ) ( 50.1 ) ( 42.7 )

Proceeds from disposition of discontinued operations — — 15.8

Other investing activities, net 3.0 5.4 ( 1.7 )

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$ 370.7 $ 304.1 $ 266.9

(1) Cash and Cash Equivalents includes Cash and Cash Equivalents-Held for Sale of $ 5.1 at December 31, 2020.

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

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In valuing inventory, the Company is required to make assumptions regarding the level of reserves required to value potentially obsolete or over-valued items at lower of cost or NRV.

These assumptions require the Company to analyze the aging of and forecasted demand for its inventory, forecast future product sales prices, pricing trends and margins, and to make judgments and estimates regarding obsolete or excess inventory.

Future product sales prices, pricing trends and margins are based on historical experience and actual orders received.

The Company’s judgments and estimates for excess or obsolete inventory are based on analysis of actual and forecasted usage.

The Company’s judgments and estimates for E&O inventory are based on analysis of actual and forecasted usage.

Valuation of used equipment taken in trade from customers requires the Company to use the best information available to determine the value of the equipment to potential customers.

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As further changes in future economic or industry conditions occur, the Company may revise estimates that were used to calculate its inventory reserves.

At December 31, 2022 and 2021, reserves for lower of cost or NRV, excess and obsolete inventory totaled $ 61.0 million and $ 57.8 million, respectively.

If actual conditions are less favorable than those the Company has projected, the Company will increase its reserves for lower of cost or NRV, excess and obsolete inventory accordingly.

At December 31, 2023 and 2022, reserves for lower of cost or NRV, E&O inventory totaled $ 70.5 million and $ 61.0 million, respectively.

If actual conditions are less favorable than those the Company has projected, the Company will increase its reserves for lower of cost or NRV, E&O inventory accordingly.

Any increase in the Company’s reserves will adversely impact its results of operations.

Establishment of a reserve for lower of cost or NRV, excess and obsolete inventory establishes a new cost basis in the inventory.

Establishment of a reserve for lower of cost or NRV, E&O inventory establishes a new cost basis in the inventory.

Such reserves are not reduced until the product is sold.

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The Company assesses the fair value of a long-lived asset less any costs to sell at each reporting period and until the asset is no longer classified as held for sale.

Accounts Receivable and Allowance for Doubtful Accounts.

Receivables and Allowance for Doubtful Accounts.

Receivables includes $ 493.8 million and $ 501.2 million of trade accounts receivable at December 31, 2023 and 2022, respectively.

Trade accounts receivable are recorded at invoiced amount and do not bear interest.

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Provision for credit losses 1.1

Other adjustments ( 2.3 )

Balance as of December 31, 2022

Provision for credit losses ( 0.1 )

Other adjustments ( 1.4 )

Balance as of December 31, 2023

(1) Includes utilization of established reserves, net of recoveries and the impact of foreign exchange rate changes.

Pursuant to terms of the Company’s trade accounts receivable factoring arrangements, certain of the Company’s subsidiaries may sell their trade accounts receivable.

These trade receivables qualify for sales treatment under Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing” (“ASC 860”) and accordingly, the proceeds are included in net cash provided by operating activities.

The gross amount of trade receivables sold for years ended December 31, 2022, 2021 and 2020 totaled $ 664.7 million, $ 527.0 million and $ 405.8 million, respectively.

These trade accounts receivable qualify for sales treatment under Accounting Standards Codification (“ASC”) 860, “Transfers and Servicing” (“ASC 860”) and accordingly, the proceeds are included in net cash provided by operating activities.

The gross amount of trade accounts receivable sold for years ended December 31, 2023, 2022 and 2021 totaled $ 834.8 million, $ 664.7 million and $ 527.0 million, respectively.

The factoring discount paid upon sale is recorded as interest expense in the Consolidated Statement of Income (Loss).

As of December 31, 2023 and 2022, $ 162.2 million and $ 76.5 million, respectively, of receivables qualifying for sale treatment were outstanding and continued to be serviced by the Company.

Finance Receivables.

The Company’s net finance receivable balances include both sales-type leases and commercial loans.

The Company had $ 7.6 million and $ 12.2 million of gross finance receivables at December 31, 2022 and 2021, respectively.

The allowance for credit losses on finance receivables was $ 7.4 million and $ 7.9 million at December 31, 2022 and 2021, respectively.

In February 2021, the Company transferred finance receivables of $ 89.7 million to a United States (“U.S.”) regional bank, which qualified for sales treatment under ASC 860.

The Company received $ 99.4 million of cash proceeds from the sale and recognized a net gain of $ 5.6 million.

Revenue Recognition.

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For detailed lease information see Note K – “Leases”.

Supplier Finance.

The Company has a supplier finance program to pay a third-party bank the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices.

Terex or the bank may terminate the agreement upon 30 days notice.

The supplier invoices that have been confirmed as valid under the program require payment in full within 60-90 days of invoice date.

There is no confirmed obligation outstanding at December 31, 2023.

The Company issues guarantees to financial institutions related to financing of equipment purchases by customers.

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A liability for estimated warranty claims is accrued at the time of sale.

The current portion of the product warranty liability is included in Accrued warranties and product liability and the non-current portion is included in Other non-current liabilities in the Company’s Consolidated Balance Sheet.

The current portion of the product warranty liability is included in Other current liabilities and the non-current portion is included in Other non-current liabilities in the Company’s Consolidated Balance Sheet.

The liability is established using historical warranty claims experience for each product sold.

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The Company records accruals for product liability claims when deemed probable and estimable based on facts and circumstances, and prior claims experience.

Accruals for product liability claims are valued based upon the Company’s prior claims experience, including consideration of jurisdiction, circumstances of the accident, type of loss or injury, identity of plaintiff, other potential responsible parties, analysis of outside legal counsel, analysis of internal product liability counsel and experience of the Company’s product safety employees.

Accruals for product liability claims are valued based upon litigation trends, the Company’s prior claims experience, including consideration of jurisdiction, circumstances of the accident, type of loss or injury, identity of plaintiff, other potential responsible parties, analysis of outside legal counsel, analysis of internal product liability counsel and experience of the Company’s product safety employees.

Actual product liability costs could be different due to a number of variables such as the decisions of juries or judges.

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“Timing” refers to the period in which future income is expected to be generated.

Timing is important because, in certain jurisdictions, net operating losses (“NOLs”) or other tax attributes expire if not used within an established statutory time frame.

Timing is important because, in certain jurisdictions, net operating losses or other tax attributes expire if not used within an established statutory time frame.

The Company records a valuation allowance for each deferred tax asset for which realization is not assessed as more likely than not.

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The Company does not provide for foreign income and withholding, U.S.

Federal, or state income taxes or tax benefits on the financial reporting basis over the tax basis of its investments in foreign subsidiaries to the extent such amounts are indefinitely reinvested to support operations and continued growth plans outside the U.S.

The Company reviews its plan to indefinitely reinvest on a quarterly basis.

In making its decision to indefinitely reinvest, the Company evaluates its plans of reinvestment, its ability to control repatriation and to mobilize funds without triggering basis differences, and the profitability of U.S.

operations and their cash requirements and the need, if any, to repatriate funds.

federal, or state income taxes or tax benefits on the financial reporting basis over the tax basis of its investments in foreign subsidiaries to the extent such amounts are indefinitely reinvested outside the U.S.

The Company considers foreign earnings that have been taxed in the U.S.

and certain earnings that have qualified for the high tax exception not to be indefinitely reinvested and thus, has accrued foreign income and withholding, U.S.

federal and state tax expense with respect to such earnings.

The Company plans to indefinitely reinvest substantially all undistributed foreign earnings in excess of those previously taxed in the U.S.

If the assessment of the Company with respect to earnings of non-U.S.

subsidiaries changes, deferred taxes for foreign income taxes and withholding, U.S.

Federal or state income taxes or tax benefits may have to be accrued.

The Company considers foreign earnings that have been taxed in the U.S.

or have qualified for the high-tax exception to taxation to not be indefinitely reinvested.

The Company has recorded foreign, federal and state tax expense with respect to earnings which have been subject to federal income tax and which are no longer indefinitely reinvested.

The Company plans to indefinitely reinvest all undistributed foreign earnings in excess of those previously taxed in the U.S.

federal or state income taxes or tax benefits may have to be recorded.

The Company recognizes accrued interest and penalties, if any, related to income taxes as (Provision for) benefit from income taxes in its Consolidated Statement of Income (Loss).

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The Company evaluates its hierarchy disclosures each quarter.

Accounting Standards to be Implemented

Accounting Standards Implemented in 2023

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848):

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Subsequently, the FASB issued ASU 2021-01 to clarify the scope of Topic 848 and ASU 2022-06 to defer the sunset date of Topic 848.

The guidance was effective upon issuance and may be applied through December 31, 2024.

Adoption is not expected to have a material effect on the Company’s consolidated financial statements.

Adoption did not have a material effect on the Company’s consolidated financial statements.

In September 2022, the FASB issued ASU 2022-04, Supplier Finance Program (Subtopic 405-50):

Disclosure of Supplier Finance Program Obligations to enhance transparency about the use of supplier finance programs.

Under the ASU, an entity that provides for a supplier finance program in connection with the purchase of goods and services is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a roll forward of such amounts during each annual period and a description of where in the financial statements outstanding amounts are presented.

The amendments in ASU 2022-04 are effective for all entities for fiscal years beginning after December 15, 2022, including interim periods within those financial years, except for the disclosure of roll forward information, which is effective for fiscal years beginning after December 15, 2023.

The Company has adopted the general disclosures of ASU 2022-04 in the current fiscal year and will adopt the roll forward disclosure in 2024.

Accounting Standards to be Implemented

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires additional segment reporting disclosures, primarily through enhanced disclosures about significant segment expenses.

ASU 2023-07 requires that companies disclose, at the reportable segment level, the significant segment expenses regularly provided to the chief operating decision maker (“CODM”), as well as the amount and composition of other segment items.

The ASU also requires companies to disclose the title and position of the CODM and how the CODM uses the reported measures of a segment’s profit or loss when assessing performance and deciding how to allocate resources.

Additionally, the ASU mandates that all segment disclosures currently required annually by Topic 280, including the enhancements outlined in the ASU, be disclosed on an interim basis.

The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact of this guidance on its disclosures to consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires disclosure in the rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciliation items in some categories if the items meet a quantitative threshold.

The guidance also requires disclosure of income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold.

The guidance is effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of this guidance on its disclosures to consolidated financial statements.

NOTE B – BUSINESS SEGMENT INFORMATION

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

The Company designs, builds and supports products used in construction, maintenance, manufacturing, energy, recycling, minerals and materials management applications.

The Company designs, builds and supports products used in maintenance, manufacturing, energy, recycling, minerals, 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.

The Company’s products are manufactured in North America, Europe, Australia and Asia and sold worldwide.

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

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

The Company identifies its operating segments according to how business activities are managed and evaluated, and has identified three operating segments:

Materials Processing (“MP”), Aerials and Utilities.

As Aerials and Utilities operating segments share similar economic characteristics, these operating segments are aggregated into one operating segment, Aerial Work Platforms (“AWP”).

As Aerials and Utilities operating segments share similar economic characteristics, these operating segments are aggregated into one reportable segment, Aerial Work Platforms (“AWP”).

The Company operates in two reportable segments:

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AWP designs, manufactures, services and markets aerial work platform equipment, utility equipment 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.

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.

The Company assists customers in their rental, leasing and acquisition of its products through Terex Financial Services (“TFS”).

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Total $ 3,615.5 $ 3,118.1

(1) Increase primarily due to higher inventory.

(2) Increase primarily due to higher trade receivables and inventory.

(3) Change primarily due to higher intercompany eliminations.

(1) Increase primarily due to higher receivables and inventory.

Sales between segments are generally priced to recover costs plus a reasonable markup for profit, which is eliminated in consolidation.

Certain eliminations that were previously presented within the AWP segment are now eliminated within Corporate and Other / Eliminations and this change in presentation has been applied retrospectively.

Long-lived assets consist of net fixed assets, which can be attributed to the specific geographic regions (in millions):

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There were no deferred tax liabilities for discontinued operations at December 31, 2023 and 2022.

As of December 31, 2022, the Company released the valuation allowance on its German interest expense deferred tax asset as the realization of the deferred tax asset is now more likely than not due to recent earnings history and expected future business performance resulting in a benefit from income taxes of $ 17.7 million.

The Company’s Provision for (benefit from) income taxes is different from the amount that would be provided by applying the statutory federal income tax rate to the Company’s Income (loss) from continuing operations before income taxes.

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2023 2022 2021

Tax at statutory federal income tax rate $ 77.0 $ 55.4 $ 2.3

Tax at statutory U.S.

federal income tax rate

$ 121.7 $ 77.0 $ 55.4

State taxes 0.8 2.4 2.7

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Change in foreign tax rates 0.4 — ( 0.6 )

tax legislation — — ( 10.9 )

Swiss cantonal tax attribute

Research and development ( 1.7 ) ( 1.0 ) ( 0.8 )

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The Company’s effective tax rate was 10.9 %, 18.1 % and 17.6 % for the years ended December 31, 2023, 2022 and 2021, respectively.

For the year ended December 31, 2022, the Company’s estimate of its remaining unremitted earnings of its foreign subsidiary ownership chains that have positive retained earnings and have not been subject to tax in the U.S.

was approximately $ 108 million.

On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework.

The OECD continues to release additional guidance on the two-pillar approach with widespread implementation anticipated by 2026.

A number of countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation.

As a result, the Company is continuing to evaluate the potential impact on future periods of the Pillar Two Framework.

In November 2023, the Company concluded discussions with the Swiss cantonal taxing authorities with respect to the availability of future tax deductions resulting in the Company meeting the recognition criteria to record a deferred tax asset of $ 42.3 million.

The Company considers foreign earnings that have been taxed in the U.S.

and certain earnings that have qualified for the high tax exception not to be indefinitely reinvested and thus, has accrued foreign income and withholding, U.S.

federal and state tax expense with respect to such earnings.

The Company plans to indefinitely reinvest all undistributed foreign earnings in excess of those previously taxed in the U.S.

which is approximately $ 118 million for the year ended December 31, 2023.

At this time, determination of the unrecognized deferred tax liabilities for temporary differences related to the Company’s investment in non-U.S.

subsidiaries is not practicable.

At December 31, 2022, the Company has a state net operating loss carry forward deferred tax assets of $ 44 million available to reduce future taxable income and income taxes in various states, substantially all of which is offset by valuation allowances and will expire at various dates through 2042.

At December 31, 2023, the Company has a state net operating loss carry forward deferred tax assets of $ 39 million available to reduce future taxable income and income taxes in various states, substantially all of which is offset by valuation allowances and the majority will expire at various dates through 2043.

The Company has approximately $ 459 million of foreign operating loss carry forwards.

These loss carry forwards include $ 234 million in Germany, $ 157 million in Italy and $ 27 million in Spain which do not expire.

The remaining loss carry forwards of $ 44 million are partially offset by valuation allowances and the majority do not expire.

The following operating loss carry forwards do not expire:

$ 221 million in Germany, $ 160 million in Italy and $ 28 million in Spain.

The remaining operating loss carry forwards of $ 50 million are partially offset by valuation allowances and the majority do not expire.

Also, the Company has an Indian capital loss carry forward of $ 22 million expiring before 2028 and an Australian capital loss carry forward of $ 14 million which does not expire;

both are offset by valuation allowances.

The Company made total net income tax payments including discontinued operations of $ 20.4 million, $ 28.4 million and $ 26.3 million in 2022, 2021 and 2020, respectively.

The company does not have any material tax credit carry forwards.

The Company made total net income tax payments of $ 86.0 million, $ 20.4 million and $ 28.4 million in 2023, 2022 and 2021, respectively.

At December 31, 2023 and 2022, Other current assets included net income tax receivable amounts of $ 11.1 million and $ 14.7 million, respectively.

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Balance as of December 31, 2023

From a tax perspective, major jurisdictions where the Company is often subject to examination by tax authorities include Germany, Italy, the United Kingdom (“U.K.”), China, India and the U.S.

Currently, various entities of the Company are under audit in Italy, India, U.S.

and elsewhere.

With limited exceptions, the statute of limitations for the Company and most of its subsidiaries has expired for tax years prior to 2017.

The Company does not expect the amount of unrecognized tax benefits disclosed as of December 31, 2022 will change materially in 2023.

The Company files income tax returns, including returns for its subsidiaries, with federal, state, local and foreign taxing jurisdictions.

The following tax years as described below remain subject to examination by the respective major tax jurisdictions.

The Company does not expect the amount of unrecognized tax benefits disclosed as of December 31, 2023 to significantly change within the next twelve months.

Major Tax Jurisdiction Open Tax Years

Australia 2016 - present

China 2013 - present

Germany 2017 - present

India 2005-2010, 2012, 2015-2016, 2018 - present

Italy 2004-2005, 2009-2010, 2014, 2017 - present

Switzerland 2020 - present

United Kingdom 2019 - present

United States - federal

2017 - present

United States - states

2017 - present

As of December 31, 2023 and 2022, the Company had $ 6.4 million and $ 2.5 million, respectively, of unrecognized tax benefits.

Of the $ 6.4 million at December 31, 2023, $ 5.2 million, if recognized, would affect the effective tax rate.

Potential interest and penalties were a liability of $ 0.3 million and a receivable of $ 0.2 million as of December 31, 2022 and 2021, respectively.

During the years ended December 31, 2022 and 2021, the Company recognized total tax (benefit) expense of $ 0.1 million and $( 1.5 ) million for interest and penalties, respectively.

Potential interest and penalties were a liability of $ 1.4 million and $ 0.3 million as of December 31, 2023 and 2022, respectively.

During the years ended December 31, 2023 and 2022, the Company recognized total tax expense of $ 1.0 million and $ 0.1 million for interest and penalties, respectively.

NOTE D – ACQUISITIONS AND DISPOSITIONS

On April 1, 2023, the Company acquired assets and liabilities of Continental Manufacturing Company, a manufacturer of bulk material handling conveyors based in Missouri, and real estate from Continental Real Estate LLC (collectively “MARCO”), to expand manufacturing capacity for mobile conveying equipment in North America and the Company’s product offerings that complement the existing portfolio.

Total cash consideration was approximately $ 6 million.

On April 22, 2022, the Company acquired a 100 % ownership interest in Steelweld Fabrications Limited (“Steelweld”), a manufacturer of heavy fabrications based in Northern Ireland, to facilitate manufacturing of certain MP products.

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Total consideration, including estimated contingent consideration from earn out provisions, was approximately $ 40 million.

The Company remeasured the earn-out liability at December 31, 2022 and recorded the adjustment in earnings as an operating expense.

On July 6, 2021, the Company acquired all of the outstanding shares of Murray Design & Engineering, Ltd (“MDS”), a manufacturer of heavy duty aggregate and recycling trommels, apron feeders and conveyor systems, based in the Republic of Ireland.

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The Company classified a facility as an asset held for sale in its AWP segment, as part of realignment of its manufacturing footprint, at December 31, 2022, with a carrying value of approximately $ 31 million.

Gain (Loss) on Disposition of Discontinued Operations - net of tax (in millions)

Year Ended December 31,

2022 2021 2020

Cranes MHPS Total Cranes MHPS Total Cranes MHPS Total

Gain (loss) on disposition of discontinued operations $ ( 0.5 ) $ — $ ( 0.5 ) $ 1.4 $ 1.2 $ 2.6 $ ( 27.7 ) $ ( 0.4 ) $ ( 28.1 )

(Provision for) benefit from income taxes 0.3 — 0.3 0.1 0.7 0.8 8.8 0.1 8.9

Gain (loss) on disposition of discontinued operations – net of tax $ ( 0.2 ) $ — $ ( 0.2 ) $ 1.5 $ 1.9 $ 3.4 $ ( 18.9 ) $ ( 0.3 ) $ ( 19.2 )

In April 2023, the Company completed the sale of the facility and recognized a gain of approximately $ 2 million, included in Selling, general and administrative expenses.

NOTE E – EARNINGS PER SHARE

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$ 516.7 $ 300.2 $ 217.5

Income (loss) from discontinued operations – net of tax — — ( 0.4 )

Gain (loss) on disposition of discontinued operations – net of tax 1.3 ( 0.2 ) 3.4

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Income (loss) from continuing operations $ 7.65 $ 4.38 $ 3.12

Income (loss) from discontinued operations – net of tax — — ( 0.01 )

Gain (loss) on disposition of discontinued operations – net of tax 0.02 — 0.05

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Income (loss) from continuing operations $ 7.56 $ 4.32 $ 3.07

Income (loss) from discontinued operations – net of tax — — ( 0.01 )

Gain (loss) on disposition of discontinued operations – net of tax 0.02 — 0.05

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Non-vested restricted stock awards and restricted stock units (“Restricted Stock Awards”) granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share using the treasury stock method.

Weighted average Restricted Stock Awards of approximately 0.1 million, 0.1 million and 0.8 million were outstanding during the years ended December 31, 2022, 2021 and 2020, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

There were no weighted average Restricted Stock Awards outstanding during the year ended December 31, 2023 that would have an anti-dilutive effect.

Weighted average Restricted Stock Awards of approximately 0.1 million and 0.1 million were outstanding during the years ended December 31, 2022 and 2021, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

NOTE F – INVENTORIES

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Work-in-process inventory includes approximately $ 25 million and $ 36 million of substantially completed inventory awaiting installation of final components at December 31, 2023 and 2022, respectively.

Reserves for lower of cost or NRV and excess and obsolete inventory were $ 61.0 million and $ 57.8 million at December 31, 2022 and 2021, respectively.

Inventory reserves were $ 70.5 million and $ 61.0 million at December 31, 2023 and 2022, respectively.

NOTE G – PROPERTY, PLANT AND EQUIPMENT

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$ 194.3 $ 100.3 $ 294.6

During the year ended December 31, 2023, the Company recognized goodwill of $ 1.7 million in connection with the MARCO acquisition.

During the year ended December 31, 2022, the Company recognized goodwill of $ 3.5 million in connection with the Steelweld acquisition and $ 18.0 million in connection with the ProAll acquisition.

During the year ended December 31, 2021, the Company recognized goodwill of $ 7.3 million in connection with the MDS acquisition.

The goodwill associated with these transactions was attributable primarily to the assembled workforce and expected synergies from the business combinations.

The goodwill was assigned to the MP segment and is not expected to be deductible for income tax purposes.

The goodwill associated with these transactions was attributable primarily to the assembled workforce and expected synergies from the business combinations and assigned to the MP segment.

The goodwill recognized for MARCO is expected to be deductible for income tax purposes, while goodwill recognized for Steelweld and ProAll is not expected to be deductible for income tax purposes.

See Note D – “Acquisitions and Dispositions” for additional information regarding the acquisitions.

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$ 79.3 $ ( 63.6 ) $ 15.7 $ 77.9 $ ( 60.5 ) $ 17.4

During the year ended December 31, 2022, the Company recognized customer relationships of $ 0.6 million with an estimated useful life of three years in connection with the Steelweld acquisition and customer relationships of $ 3.2 million with an estimate useful life of nine years and trademarks of $ 3.7 million with an estimated useful life of ten years in connection with the ProAll acquisition.

During the year ended December 31, 2021, the Company recognized customer relationships of $ 6.3 million with an estimated useful life of seven years and trademarks of $ 1.3 million with an estimated useful life of ten years in connection with the MDS acquisition.

During the year ended December 31, 2023, the Company recognized customer relationships of $ 0.2 million with an estimated useful life of four years and trademarks of $ 0.3 million with an estimated useful life of ten years in connection with the MARCO acquisition.

During the year ended December 31, 2022, the Company recognized customer relationships of $ 0.6 million with an estimated useful life of three years in connection with the Steelweld acquisition and customer relationships of $ 3.2 million with an estimated useful life of nine years and trademarks of $ 3.7 million with an estimated useful life of ten years in connection with the ProAll acquisition.

See Note D – “Acquisitions and Dispositions” for additional information regarding these acquisitions.

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The Company enters into foreign exchange contracts to manage variability of future cash flows associated with changing currency exchange rates.

Foreign currency exchange contracts, whether designated or not designated as cash flow hedges, are used to mitigate exposure to changes in foreign currency exchange rates on recognized assets and liabilities.

Fair values of these contracts are derived using quoted forward foreign exchange prices to interpolate values of outstanding trades at the reporting date based on their maturities.

Foreign exchange contracts outstanding at December 31, 2022 mature on or before July 2023.

Foreign exchange contracts outstanding at December 31, 2023 mature on or before June 2024.

The Company had $ 4.6 million and $ 7.8 million notional value of foreign exchange contracts outstanding that were designated as cash flow hedging instruments at December 31, 2023 and 2022, respectively.

For effective hedging instruments, changes in the fair value of foreign exchange contracts are deferred in AOCI until the underlying hedged transactions settle.

For effective hedging instruments, changes in the fair value of foreign exchange contracts are deferred in AOCI until the hedged transactions affect earnings.

Gains or losses on foreign exchange contracts are reclassified to COGS in the Consolidated Statement of Income (Loss).

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Total $ ( 9.4 ) $ ( 2.1 ) $ —

In the Consolidated Statement of Income (Loss), the Company records hedging activity related to commodity swaps, cross currency swaps, foreign exchange contracts and interest rate caps in the accounts for which the hedged items are recorded.

In the Consolidated Statement of Income (Loss), the Company records hedging activity related to commodity swaps, cross currency swaps, and foreign exchange contracts in the accounts for which the hedged items are recorded.

On the Consolidated Statement of Cash Flows, the Company presents cash flows from hedging activities in the same manner as it records the underlying item being hedged.

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$ 595.0 $ 594.0

Credit Agreement – term debt due January 31, 2024 (“Original Term Loan”, as defined below), net of unamortized debt issuance costs of $ 0.4 at December 31, 2021

Credit Agreement - revolving line of credit expires on April 1, 2026 — 177.0

Secured borrowings

Finance lease obligations 8.7 4.2

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On January 31, 2017, the Company entered into a credit agreement with the lenders and issuing banks party thereto and Credit Suisse AG, Cayman Islands Branch (“CSAG”), as administrative agent and collateral agent, to provide the Company with a multi-currency revolving line of credit and senior secured term loans.

This was subsequently amended to include (i) a $ 600 million revolving line of credit (the “Revolver”) and (ii) senior secured term loans totaling $ 600 million with a maturity date of January 31, 2024 (the “Term Loans”).

In 2022, the Company completed the prepayment in full of the senior secured term loans.

On April 1, 2021, the Company entered into an amendment and restatement of the credit agreement (as amended and restated, the “Credit Agreement”) which included the following principal changes to the original credit agreement:

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The Company recorded a loss on early extinguishment of debt related to the amendment and restatement of the Credit Agreement of $ 2.4 million in the second quarter of 2021.

In 2019, the Company entered into an Incremental Assumption Agreement and amendment to its credit agreement that provided the Company with an additional term loan (the “2019 Term Loan”) in the amount of $ 200.0 million.

During the first quarter of 2021, the Company prepaid the 2019 Term Loan prior to its maturity date to reduce the Company’s outstanding debt and lower its leverage.

The Company recorded a loss on early extinguishment of debt related to prepayment of $ 2.1 million for accelerated amortization of debt acquisition costs and original issue discount.

The 2019 Term Loan bore interest at a rate of LIBOR plus 2.75 % with a 0.75 % LIBOR floor.

During the year ended December 31, 2022 and 2021, the Company prepaid $ 78.0 million and $ 303.0 million, respectively, of the $400 million senior secured term loan (“Original Term Loan”) prior to its maturity date to reduce the Company’s outstanding debt and lower its leverage.

The Company recorded a loss on early extinguishment of debt related to prepayment of $ 0.3 million and $ 2.4 million in 2022 and 2021, respectively, for accelerated amortization of debt acquisition costs and original issue discount.

The Original Term Loan bore interest at a rate of LIBOR plus 2.00 % with a 0.75 % LIBOR floor.

Unlimited incremental commitments may be extended at the option of the existing or new lenders and can be in the form of revolving credit commitments, term loan commitments, or a combination of both, with incremental amounts in excess of $ 300 million as long as the Company satisfies the maximum permitted level of senior secured leverage as defined in the Credit Agreement.

The Company recorded a loss on early extinguishment of debt related to prepayment in full of the senior secured term loans of $ 0.3 million and $ 4.5 million in 2022 and 2021, respectively, for accelerated amortization of debt acquisition costs and original issue discount.

On May 8, 2023, the Company and certain of its subsidiaries entered into an Amendment No.

1 (“Amendment”) to the Credit Agreement, with the lenders and issuing banks party thereto and CSAG.

The principal changes contained in the Amendment relate to the replacement of the adjusted LIBOR with term Secured Overnight Financing Rate.

The Credit Agreement contemplates uncommitted incremental amounts in excess of $ 300 million that may be extended by the lenders, at their option, as long as the Company satisfies the maximum permitted level of senior secured leverage as defined in the Credit Agreement.

The Credit Agreement requires the Company to comply with a number of covenants which limit, in certain circumstances, the Company’s ability to take a variety of actions, including but not limited to:

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The Company was in compliance with all covenants contained in the Credit Agreement as of December 31, 2023.

The Company had no Term Loans outstanding at December 31, 2022 and $ 77.8 million, net of discount, in Term Loans outstanding at December 31, 2021.

The weighted average interest rate on the Term Loans at December 31, 2021 was 2.75 %.

The Company had $ 177.0 million of Revolver amounts outstanding at December 31, 2022 and no Revolver amounts outstanding at December 31, 2021.

The weighted average interest rate on the Revolver at December 31, 2022 was 6.10 %.

The Company had no Revolver amounts outstanding at December 31, 2023 and $ 177.0 million Revolver amounts outstanding at December 31, 2022.

The weighted average interest rate on the Revolver was 6.10 % at December 31, 2022.

The Company obtains letters of credit that generally serve as collateral for certain liabilities included in the Consolidated Balance Sheet and guaranteeing the Company’s performance under contracts.

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Pursuant to the Guarantee and Collateral Agreement, Terex is required to (a) pledge as collateral the capital stock of the Company’s material domestic subsidiaries and 65 % of the capital stock of certain of the Company’s material foreign subsidiaries and (b) provide a first priority security interest in substantially all of the Company’s domestic assets.

On December 29, 2022, the Company entered into an amendment to the guarantee and collateral agreement within the Credit Agreement which included the following principal changes to the original agreement:

On December 29, 2022, the Company entered into an amendment to the Guarantee and Collateral Agreement which included the following principal changes to the original agreement:

(i) enabling a subsidiary to enter into hedging derivatives with external counterparties and (ii) inclusion of Terex subsidiary entities’ cash management services provided by lending banks to be secured under the Guarantee and Collateral Agreement.

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The 5% Notes are jointly and severally guaranteed by certain of the Company’s domestic subsidiaries.

Secured Borrowings

In October 2023, the Company entered into a Framework Agreement to transfer value added tax (“VAT”) receivables to a financial institution in exchange for cash in advance.

This arrangement is accounted for as a secured borrowing with a pledge of collateral as the transfer does not meet the criteria for a true sale.

As a result, the VAT receivables pledged as collateral remain in receivables and the liability associated with the cash proceeds of $ 19.0 million is presented in long term debt in the Consolidated Balance Sheet as of December 31, 2023.

The long term debt classification is based on estimated timing of VAT

refund from the Italian government which is expected to be greater than 12 months.

The cash proceeds are included in other financing activities within the Consolidated Statement of Cash Flows for the year ended December 31, 2023.

Schedule of Debt Maturities

Scheduled annual maturities of the principal portion of long-term debt outstanding at December 31, 2023 in the successive five-year period and thereafter are summarized below.

Amounts shown are exclusive of minimum lease payments for capital lease obligations (in millions):

Amounts shown are exclusive of minimum lease payments for capital lease obligations and secured borrowings (in millions):

Thereafter 600.0

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Fair Value of Debt

The Company estimates the fair values of its debt set forth below as of December 31, 2022 and 2021, as follows (in millions, except for quotes):

The Company estimates the fair value of its debt set forth below as of December 31, 2023 and 2022, as follows (in millions, except for quotes):

2023 Book Value Quote Fair Value

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5% Notes $ 600.0 0.89250 $ 535.5

Original Term Loan (net of discount) 77.8 0.99875 77.7

The fair value of debt reported in the table above is based on adjusted price quotations on the debt instruments in an inactive market.

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See Note A – “Basis of Presentation” for an explanation of ASC 820 hierarchy.

The Company paid $ 37.4 million, $ 51.3 million and $ 58.1 of interest in 2022, 2021 and 2020, respectively.

The Company paid $ 39.0 million, $ 37.4 million and $ 51.3 million of interest in 2023, 2022 and 2021, respectively.

NOTE K – LEASES

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$ ( 4.0 ) $ ( 4.3 ) $ 57.6 $ 52.7 $ ( 0.5 ) $ ( 0.5 )

(1) Actuarial gains related to U.S.

pension benefits for the years ended December 31, 2022 and 2021 were due primarily to higher discount rates when compared to the rate used in the prior year.

(1) Actuarial loss related to U.S.

pension benefits for the years ended December 31, 2023 and 2022 were due primarily to lower discount rates when compared to the rate used in the prior year.

Pension Benefits Non-U.S.

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As of December 31, 2023, 2.4 million shares were available for grant under the 2018 Plan.

During the year ended December 31, 2022, the Company awarded 0.7 million shares of Restricted Stock Awards to its employees with a weighted average grant date fair value of $ 40.16 per share.

Approximately 60 % of these awards are time-based and vest ratably on each of the first three anniversary dates.

During the year ended December 31, 2023, the Company awarded 0.7 million shares of Restricted Stock Awards to its employees with a weighted average fair value of $ 57.53 per share.

Approximately 64 % of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants.

Approximately 24 % cliff vest at the end of a three-year period and are subject to performance targets that may or may not be met and for which the performance period has not yet been completed.

Approximately 12 % cliff vest and are based on performance targets containing a market condition determined over a three-year period.

Fair value of Restricted Stock Awards is based on the market price at the date of grant approval except for awards based on a market condition.

The Company used the Monte Carlo method to determine grant date fair value for awards with a market condition.

Fair value of time-based awards is based on the market price of our common stock at the date of grant approval.

The fair value of performance-based awards, except for awards based on a market condition, is based on the market price of our common stock at the date of grant approval, except fair values are multiplied by the probability of achievement as of the period-end date.

For awards based on a market condition, fair value is based on the Monte Carlo method at grant date.

The Monte Carlo method is a statistical simulation technique used to provide the grant date fair value of an award.

The Company used the Monte Carlo method to determine grant date fair value of $ 63.33 per share for awards with a market condition granted on March 15, 2023.

The following table presents the weighted-average assumptions used in the valuations:

Grant date Grant date Grant date

March 17, 2022 March 4, 2021 February 26, 2020

March 15, 2023 March 17, 2022 March 4, 2021

Dividend yields 1.21 % 1.31 % 1.12 %

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Ending balance $ ( 228.3 ) $ ( 5.4 ) $ ( 2.7 ) $ ( 50.7 ) $ ( 287.1 ) $ ( 285.5 ) $ ( 6.4 ) $ ( 3.5 ) $ ( 46.2 ) $ ( 341.6 )

(1) Reclassifications primarily relate to $ 12.1 million of income (net of $ 3.5 million of tax expense) reclassified from AOCI to Cost of Goods Sold related to commodity swaps.

Share Repurchases

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In December 2022, Terex’s Board of Directors authorized the additional repurchase up to $ 150 million of the Company’s outstanding shares of common stock.

The table below presents shares repurchased, inclusive of transactions executed but not settled, by the Company under this program.

The table below presents shares repurchased, inclusive of transactions executed but not settled, by the Company under these programs.

Year Ended December 31, Total Number of Shares Repurchased Amount of Shares Repurchased

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2,862,650 $ 96.6

The table below presents dividends declared by Terex’s Board of Directors and paid to the Company’s shareholders:

The table below presents dividends declared by Terex’s Board of Directors and paid to the Company’s stockholders:

Year First Quarter Second Quarter Third Quarter Fourth Quarter

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$ 0.12 $ 0.12 $ 0.12 $ 0.12

In February 2023, Terex’s Board of Directors declared a dividend of $ 0.15 per share, which will be paid on March 20, 2023 to the Company’s shareholders of record as of March 9, 2023.

In February 2024, Terex’s Board of Directors declared a dividend of $ 0.17 per share, which will be paid on March 19, 2024 to the Company’s stockholders of record as of March 8, 2024.

NOTE N – LITIGATION AND CONTINGENCIES

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TLA challenged the claim of Sao Paulo and learned in October 2019 that the Sao Paulo claim has survived the administrative tribunal process.

While the Company believes the position of the state of Sao Paulo is without merit and continues to vigorously oppose it, no assurance can be given as to the final resolution of the ICMS litigation or that TLA will not ultimately be required to pay ICMS and interest to the state of Sao Paulo.

While the Company continues to strongly oppose the state of Sao Paulo and plans to assert vigorous defenses, no assurance can be given as to the final resolution of the ICMS litigation or that TLA will not ultimately be required to pay the ICMS tax and interest to the state of Sao Paulo.

The Company is involved in various other legal proceedings which have arisen in the normal course of its operations.

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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 9A. Controls and Procedures