TEREX CORP 10-Q

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS BUSINESS DESCRIPTION Terex is a global manufacturer of materials processing machinery and aerial work platforms. 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 to parts and service support. We report our business in the following segments: (i) Materials Processing (“MP”) and (ii) Aerial Work Platforms (“AWP”). Further information about our reportable segments appears below and in Note B – “Business Segment Information” in the Notes to Condensed Consolidated Financial Statements. Non-GAAP Measures In this document, we refer to various GAAP (United States (“U.S.”) generally accepted accounting principles) and non-GAAP financial measures. These non-GAAP measures may not be comparable to similarly titled measures disclosed by other companies. We present non-GAAP financial measures in reporting our financial results to provide investors with additional analytical tools which we believe are useful in evaluating our operating results and the ongoing performance of our underlying businesses. We do not, nor do we suggest that investors consider, such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Non-GAAP measures also include translation effect of foreign currency exchange rate changes on net sales, gross profit, selling, general & administrative (“SG&A”) expenses and operating profit. As changes in foreign currency exchange rates have a non-operating impact on our financial results, we believe excluding effects of these changes assists in assessment of our business results between periods. We calculate the translation effect of foreign currency exchange rate changes by translating current period results using rates that the comparable prior periods were translated at to isolate the foreign exchange component of fluctuation from the operational component. We calculate a non-GAAP measure of free cash flow. We define free cash flow as Net cash provided by (used in) operating activities less Capital expenditures, net of proceeds from sale of capital assets. We believe this measure of free cash flow provides management and investors further useful information on cash generation or use in our primary operations. We discuss forward-looking information related to expected earnings per share (“EPS”) excluding the impact of potential future acquisitions, divestitures, restructuring and other unusual items. Our 2024 outlook for EPS is a non-GAAP financial measure because it excludes unusual items. The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the exact timing and impact of such items. The unavailable information could have a significant impact on the Company’s full-year 2024 GAAP financial results. This forward-looking information provides guidance to investors about our EPS expectations excluding these unusual items that we do not believe are reflective of our ongoing operations. Working capital is calculated using the Condensed Consolidated Balance Sheet amounts for Receivables (net of allowance) plus Inventories, less Trade accounts payable and Customer advances. We view excessive working capital as an inefficient use of resources, and seek to minimize the level of investment without adversely impacting ongoing operations of the business. Trailing three months annualized net sales is calculated using net sales for the most recent quarter end multiplied by four. The ratio calculated by dividing working capital by trailing three months annualized net sales is a non-GAAP measure we believe measures our resource use efficiency. Non-GAAP measures also include Net Operating Profit After Tax (“NOPAT”) and annualized effective tax rate as adjusted, which are used in the calculation of our after tax return on invested capital (“ROIC”) (collectively the “Non-GAAP Measures”), which are discussed in detail below. 25 Overview Safety remains our top priority; driven by Think Safe – Work Safe – Home Safe. All Terex team members contributed to our effort of continuing to provide products and services for our customers, while maintaining a safe working environment. We remain focused on executing our multi-year growth plan and continue to invest in new technologies and products across our businesses. Our strategic operational priorities of execution, innovation and growth continue to strengthen our operations and allow us to capitalize on the strong demand in our end-markets. Our operations teams executed well during the first quarter of 2024, maintaining their focus on improving deliveries to our customers and continuing with cost reduction and productivity improvement initiatives. We continued our investment in technology and new product development, which are important to help enable us to take advantage of sustainability trends such as recycling, electrification and decarbonization. Company-wide investments in new product development and continued deployment of digital customer and dealer solutions are important to help deliver long-term growth. We continued to make good progress ramping up our facility in Monterrey, Mexico. Our performance in the first quarter of 2024 reflected a strong start to the year with sales growth and margin expansion versus the prior year period. Net sales of $1.3 billion were up 5% year-over-year, reflecting continued demand for our products across multiple businesses. Gross margins increased by 40 basis points year-over-year as manufacturing throughput and disciplined price-cost management. Income from operations of $158 million was up 7% year-over-year. Operating margin of 12.2% was up 20 basis points compared to the prior year period. Customer demand remains healthy across most of our businesses, supported by favorable end market conditions. Our backlog of $3.1 billion remains significantly above historical levels. Our consolidated bookings in the first quarter of more than $1 billion were down compared to the prior year period, which reflects a return to more normal seasonal order patterns and softer demand in Europe. MP had a good start in 2024 and is executing well despite more challenging macro conditions for a few of its businesses. For the first quarter, MP sales declined by 6% to $520 million compared to the first quarter of 2023, due primarily to lower end-market demand for material handling equipment and cranes in Europe, partially offset by growth for aggregates in North America. Our mobile crushing and screening businesses are benefiting from the strength of aggregates and recycled materials. MP delivered an operating margin of 13.9% for the quarter, down 150 basis points as compared to the prior year period, which was driven by lower sales volume and net unfavorable product mix. Although we are seeing some softness in European order activity, MP’s backlog of $712 million remains above historical norms, supporting our 2024 outlook. AWP’s first quarter 2024 net sales were up 13% compared to the prior year period, primarily driven by higher demand, as well as improved supply chain and manufacturing performance. Construction, infrastructure, and industrial applications are driving demand for Genie products. Examples of such applications for Genie products include data centers, warehouses and manufacturing facilities. Our Utilities business is benefiting from electric grid expansion across the U.S. AWP delivered operating margins of 13.9% for the quarter, an improvement of 180 basis points compared to the prior year period, driven by higher sales volumes, improved manufacturing throughput and disciplined price-cost management. AWP continues to have a strong backlog of $2.4 billion, supporting our 2024 outlook. In 2024, we will continue to move multiple production lines throughout our global footprint. While these moves are expected to have long-term benefits, we anticipate they will result in short-term manufacturing inefficiencies. In the first quarter of 2024, our largest market remained North America, which represented approximately 61% of our global sales. As compared to the prior year period, sales were up in North America and down in all other major geographies. We continued to execute our capital allocation strategy in the first quarter of 2024 as we made strategic investments in our businesses and we returned capital to shareholders. We continued to invest in our businesses with $35 million deployed for capital expenditures in the first quarter of 2024 to support business growth. We typically use cash in the first quarter of the year and had a negative free cash flow of $69 million in the first quarter of 2024. We continue to maintain ample liquidity and as of March 31, 2024, we had $866 million in available liquidity, with no near-term debt maturities. See “Liquidity and Capital Resources” for a detailed description of liquidity and working capital levels, including the primary factors affecting such levels, as well as a reconciliation of net cash provided by (used in) operating activities to free cash flow. Customer demand remains strong for many of our products and services, although we are planning for continued softness in Europe for the balance of the year. It is important to realize we are operating in a challenging macroeconomic environment with many variables and geopolitical uncertainties, so results could change, negatively or positively. As a result of the strong execution of our team members in the first quarter and our healthy backlog, we now expect EPS for 2024 of $6.95 to $7.35 on net sales of $5.2 to $5.4 billion. Our sales outlook incorporates the latest dialogue with our customers and our suppliers and our current supply chain expectations. 26 ROIC ROIC and other Non-GAAP Measures (as calculated below) assist in showing how effectively we utilize capital invested in our operations. ROIC is determined by dividing the sum of NOPAT for each of the previous four quarters by the average of Debt less Cash and cash equivalents plus Stockholders’ equity for the previous five quarters. NOPAT for each quarter is calculated by multiplying Income (loss) from operations by one minus the annualized effective tax rate, as adjusted. Debt is calculated using amounts for Current portion of long-term debt plus Long-term debt, less current portion. We calculate ROIC using the last four quarters’ NOPAT as this represents the most recent 12-month period at any given point of determination. In order for the denominator of the ROIC ratio to properly match the operational period reflected in the numerator, we include the average of five quarters’ ending balance sheet amounts so that the denominator includes the average of the opening through ending balances (on a quarterly basis) thereby providing, over the same time period as the numerator, four quarters of average invested capital. In the calculation of ROIC, we adjust the annualized effective tax rate to reflect management’s expectation of the full-year effective tax rate and amortize the one-time tax benefit derived from recording of a deferred tax asset in relation to our Swiss operations in 2023 to create a measure that is more useful to understanding our operating results and the ongoing performance of our underlying business as shown in the tables below. Our management and Board of Directors (“Board”) use ROIC as one measure to assess operational performance, including in connection with certain compensation programs. We use ROIC as a metric because we believe it measures how effectively we invest our capital and provides a better measure to compare ourselves to peer companies to assist in assessing how we drive operational improvement. We believe ROIC measures return on the amount of capital invested in our businesses and is an accurate and descriptive measure of our performance. We also believe adding Debt less Cash and cash equivalents to Stockholders’ equity provides a better comparison across similar businesses regarding total capitalization, and ROIC highlights the level of value creation as a percentage of capital invested. As the tables below show, our ROIC at March 31, 2024 was 27.6%. 27 Amounts described below are reported in millions of U.S. dollars, except for the annualized effective tax rate as adjusted. Amounts are as of and for the three months ended for the periods referenced in the tables below. Mar '24 Dec '23 Sep '23 Jun '23 Mar '23 Annualized effective tax rate as adjusted (1) 19.8 % 18.2 % 18.2 % 18.2 % Income (loss) from operations $ 158.3 $ 115.7 $ 163.2 $ 209.9 Multiplied by: 1 minus annualized effective tax rate 80.2 % 81.8 % 81.8 % 81.8 % Net operating income (loss) after tax $ 127.0 $ 94.6 $ 133.5 $ 171.7 Debt $ 724.1 $ 623.2 $ 708.7 $ 736.7 $ 777.0 Less: Cash and cash equivalents (364.9) (370.7) (352.3) (297.7) (254.2) Debt less Cash and cash equivalents 359.2 252.5 356.4 439.0 522.8 Stockholders’ equity 1,731.9 1,672.3 1,496.2 1,432.2 1,294.6 Debt less Cash and cash equivalents plus Stockholders’ equity $ 2,091.1 $ 1,924.8 $ 1,852.6 $ 1,871.2 $ 1,817.4 (1) The annualized effective tax rate for each 2023 period represents the adjusted full-year 2023 effective tax rate. March 31, 2024 ROIC 27.6 % NOPAT as adjusted (last 4 quarters) $ 526.8 Average Debt less Cash and cash equivalents plus Stockholders’ equity (5 quarters) $ 1,911.4 Three Months Ended March 31, 2024 Income (loss) from continuing operations before income taxes (Provision for) benefit from income taxes Income tax rate Reconciliation of annualized effective tax rate: As reported $ 136.5 $ (28.0) 20.5 % Effect of adjustments: Tax related to full-year effective tax rate expectation — (2.0) Tax related to Swiss deferred tax asset — 3.0 As adjusted $ 136.5 $ (27.0) 19.8 % 28 RESULTS OF OPERATIONS Three Months Ended March 31, 2024 Compared with Three Months Ended March 31, 2023 Consolidated Three Months Ended March 31, 2024 2023 % of Sales % of Sales % Change In Reported Amounts ($ amounts in millions) Net sales $ 1,292.5 — $ 1,235.7 — 4.6 % Gross profit 297.3 23.0 % 278.7 22.6 % 6.7 % SG&A expenses 139.0 10.8 % 131.0 10.6 % 6.1 % Income from operations 158.3 12.2 % 147.7 12.0 % 7.2 % Net sales for the three months ended March 31, 2024 increased $56.8 million when compared to the same period in 2023 primarily due to healthy demand for aerial work platforms, utility products and aggregates in North America. Gross profit for the three months ended March 31, 2024 increased $18.6 million when compared to the same period in 2023 primarily due to incremental profit achieved on higher sales volume, improved manufacturing throughput and disciplined price-cost management. SG&A expenses for the three months ended March 31, 2024 increased $8.0 million when compared to the same period in 2023 primarily due to higher compensation costs and technology expenses. Income from operations for the three months ended March 31, 2024 increased $10.6 million when compared to the same period in 2023 primarily due to incremental profit achieved on higher sales volume, improved manufacturing throughput and disciplined price-cost management. Materials Processing Three Months Ended March 31, 2024 2023 % of Sales % of Sales % Change In Reported Amounts ($ amounts in millions) Net sales $ 520.0 — $ 553.8 — (6.1) % Income from operations 72.1 13.9 % 85.3 15.4 % (15.5) % Net sales for the three months ended March 31, 2024 decreased $33.8 million when compared to the same period in 2023 primarily due to lower end-market demand for material handling equipment and cranes in Europe, partially offset by growth for aggregates in North America. Income from operations for the three months ended March 31, 2024 decreased $13.2 million when compared to the same period in 2023 primarily due to the impact of lower sales volume and net unfavorable product mix. 29 Aerial Work Platforms Three Months Ended March 31, 2024 2023 % of Sales % of Sales % Change In Reported Amounts ($ amounts in millions) Net sales $ 772.7 — $ 685.9 — 12.7 % Income from operations 107.3 13.9 % 83.1 12.1 % 29.1 % Net sales for the three months ended March 31, 2024 increased $86.8 million when compared to the same period in 2023 primarily due to high demand for aerial work platforms, utility products and telehandlers in North America, as well as improved supply chain and manufacturing performance. Income from operations for the three months ended March 31, 2024 increased $24.2 million when compared to the same period in 2023 primarily due to incremental profit achieved on higher sales volume, improved manufacturing throughput and disciplined price-cost management. Corporate and Other / Eliminations Three Months Ended March 31, 2024 2023 % of Sales % of Sales % Change In Reported Amounts ($ amounts in millions) Net sales $ (0.2) — $ (4.0) — * Loss from operations (21.1) * (20.7) * (1.9) % * Not a meaningful percentage Loss from operations for the three months ended March 31, 2024 increased $0.4 million when compared to the same period in 2023. Interest Expense, Net of Interest Income Interest expense, net of interest income, for the three months ended March 31, 2024 and 2023 was $11.4 million and $12.9 million. The decrease in expense is primarily due to lower average borrowings and higher interest income, partially offset by receivable sales at higher interest rates in the current year period. Other Income (Expense) – Net Other income (expense) – net for the three months ended March 31, 2024 and 2023 was an expense of $10.4 million and $1.6 million, respectively. The increase in expense is primarily due to mark-to-market losses recorded on equity investments in the current year period. Income Taxes During the three months ended March 31, 2024, we recognized income tax expense of $28.0 million on income of $136.5 million, an effective tax rate of 20.5%, as compared to income tax expense of $23.3 million on income of $133.2 million, an effective tax rate of 17.5%, for the three months ended March 31, 2023. The higher effective tax rate for the three months ended March 31, 2024 when compared with the three months ended March 31, 2023 is primarily due to higher tax related to geographic distribution of income and lower favorable discrete items. 30 Gain (Loss) on Disposition of Discontinued Operations - net of taxes During the three months ended March 31, 2023, the gain (loss) on disposition of discontinued operations - net of tax, primarily relates to post-closing adjustments related to the sales of our former MHPS and mobile cranes businesses. LIQUIDITY AND CAPITAL RESOURCES We are focused on generating cash and maintaining liquidity (cash and availability under our revolving line of credit) for the efficient operation of our business. At March 31, 2024, we had cash and cash equivalents of $365 million and undrawn availability under our revolving line of credit of $501 million, giving us total liquidity of approximately $866 million. During the three months ended March 31, 2024, our liquidity decreased by approximately $105 million from December 31, 2023 primarily due to cash used in operations, capital expenditures and dividends. Our main sources of funding are cash generated from operations, including cash generated from the sale of receivables, loans from our bank credit facilities and funds raised in capital markets. We have no significant debt maturities until 2026. Our actions to maintain liquidity include disciplined management of costs and working capital. We believe these measures will provide us with adequate liquidity to comply with our financial covenants under our bank credit facility, continue to support internal operating initiatives and meet our operating and debt service requirements for at least the next 12 months from the date of issuance of this quarterly report. See Part I, Item 1A. – “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2023 for a detailed description of the risks resulting from our debt and our ability to generate sufficient cash flow to operate our business. Our ability to generate cash from operations is subject to numerous factors, including the following: • The duration and depth of the global economic volatility resulting from supply chain constraints, inflationary pressures, foreign exchange rate volatility, geopolitical uncertainty and high interest rates. • As our sales change, the amount of working capital needed to support our business may change. • Many of our customers fund their purchases through third-party finance companies that extend credit based on the creditworthiness of customers and expected residual value of our equipment. Changes either in customers’ credit profile or used equipment values may affect the ability of customers to purchase equipment. There can be no assurance that third-party finance companies will continue to extend credit to our customers as they have in the past. • Our suppliers extend payment terms to us primarily based on our overall credit rating. Deterioration in our credit rating may influence suppliers’ willingness to extend terms and in turn accelerate cash requirements of our business. • Sales of our products are subject to general economic conditions, weather, competition, translation effect of foreign currency exchange rate changes, and other factors that in many cases are outside our direct control. For example, during periods of economic uncertainty, our customers have delayed purchasing decisions, which reduces cash generated from operations. • Availability and utilization of other sources of liquidity such as trade account receivables sales programs. Typically, we have invested our cash in a combination of highly rated, liquid money market funds and in short-term bank deposits with large, highly rated banks. Our investment objective is to preserve capital and liquidity while earning a market rate of interest. We seek to use cash held by our foreign subsidiaries to support our operations and continued growth plans through funding of capital expenditures, operating expenses or other similar cash needs of worldwide operations. Most of this cash could be used in the U.S., if necessary, without additional tax expense. Incremental cash repatriated to the U.S. would not be expected to result in material foreign income and withholding, U.S. federal or state income tax cost. We will continue to seek opportunities to tax-efficiently mobilize and redeploy funds. 31 We had free cash flow use of $68.9 million for the three months ended March 31, 2024. The following table reconciles net cash provided by (used in) operating activities to free cash flow (in millions): Three Months Ended 3/31/2024 Net cash provided by (used in) operating activities $ (33.9) Capital expenditures, net of proceeds from sale of capital assets (35.0) Free cash flow (use) $ (68.9) Pursuant to terms of our trade accounts receivable factoring arrangements, during the three months ended March 31, 2024, we sold, without material recourse, approximately $177 million of trade accounts receivable to enhance liquidity. Working capital as a percent of trailing three month annualized net sales was 22.7% at March 31, 2024. The following tables show the calculation of our working capital and trailing three months annualized sales as of March 31, 2024 (in millions): Three Months Ended March 31, 2024 Net sales $ 1,292.5 x 4 Trailing three month annualized net sales $ 5,170.0 As of March 31, 2024 Inventories $ 1,217.6 Receivables 685.3 Trade accounts payable (699.3) Customer advances (30.3) Working capital $ 1,173.3 Revolving line of credit (the “Revolver”) borrowings at March 31, 2024 were $99.1 million. At March 31, 2024, the weighted average interest rate was 6.67% on the Revolver. For information regarding debt, see Note I – “Long-Term Obligations” in Notes to Condensed Consolidated Financial Statements. We remain focused on expanding customer financing solutions in key markets like the U.S., Europe and China. We also anticipate our continued use of Terex Financial Services to drive incremental sales by facilitating customer financing. During the three months ended March 31, 2024, we repurchased 46,337 shares for $2.7 million leaving approximately $129 million available for repurchase under our share repurchase programs. Our Board declared a dividend of $0.17 per share in the first quarter of 2024, which was paid to the Company’s shareholders. Our ability to access capital markets to raise funds, through sale of equity or debt securities, is subject to various factors, some specific to us and others related to general economic and/or financial market conditions. These include results of operations, projected operating results for future periods and debt to equity leverage. Our ability to access capital markets is also subject to our timely filing of periodic reports with the Securities and Exchange Commission. In addition, terms of our bank credit facilities and senior notes contain restrictions on our ability to make further borrowings and to sell substantial portions of our assets. Cash Flows Cash used in operations was $33.9 million for the three months ended March 31, 2024, compared to cash provided by operations of $9.1 million for the three months ended March 31, 2023. The increase in cash used in operations was primarily driven by higher working capital in the current year. Cash used in investing activities was $35.8 million and $29.7 million for the three months ended March 31, 2024 and 2023, respectively. The increase in cash used in investing activities relates primarily to higher capital expenditures in the current year, partially offset by lower acquisition and investment activity in the current year. 32 Cash provided by financing activities was $71.2 million for the three months ended March 31, 2024, compared to cash used in financing activities of $31.7 million for the three months ended March 31, 2023. The increase in cash provided by financing activities was primarily due to lower debt repayments and higher debt borrowing in the current year. OFF-BALANCE SHEET ARRANGEMENTS Guarantees We may assist customers in their rental, leasing and acquisition of our products by facilitating financing transactions directly between (i) end-user customers, distributors and rental companies and (ii) third-party financial institutions, providing recourse in certain circumstances. The expectation of losses or non-performance is evaluated based on consideration of historical customer assessments, current financial conditions, reasonable and supportable forecasts, equipment collateral value and other factors. Many of these factors, including the assessment of a customer’s ability to pay, are influenced by economic and market factors that cannot be predicted with certainty. Our maximum liability is generally limited to our customer’s remaining payments due to the third-party financial institutions at the time of default. In the event of a customer default, we are generally able to recover and dispose of the equipment at a minimum loss, if any, to us. Reserves are recorded for expected loss over the contractual period of risk exposure. There can be no assurance that our historical experience in used equipment markets will be indicative of future results. Our ability to recover losses experienced from our guarantees may be affected by economic conditions in used equipment markets at the time of loss. See Note K – “Litigation and Contingencies” in the Notes to Condensed Consolidated Financial Statements for further information regarding our guarantees. CONTINGENCIES AND UNCERTAINTIES Foreign Exchange and Interest Rate Risk Our products are sold in over 100 countries around the world and, accordingly, our revenues are generated in foreign currencies, while costs associated with those revenues are only partly incurred in the same currencies. Primary currencies to which we are exposed are the Euro, British Pound, Chinese Yuan, Indian Rupee, Australian Dollar and Mexican Peso. We purchase hedging instruments to manage variability of future cash flows associated with recognized assets or liabilities due to changing currency exchange rates. We manage our exposure to interest rate risk by establishing a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintain a ratio of floating and fixed rates on this mix of indebtedness using interest rate derivatives when necessary. See Note H – “Derivative Financial Instruments” in the Notes to Condensed Consolidated Financial Statements for further information regarding our derivatives and Item 3 “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the impact changes in foreign currency exchange rates and interest rates may have on our financial performance. Other We are subject to a number of contingencies and uncertainties including, without limitation, product liability claims, workers’ compensation liability, intellectual property litigation, self-insurance obligations, tax examinations, guarantees, class action lawsuits and other matters. See Note K – “Litigation and Contingencies” in the Notes to Condensed Consolidated Financial Statements for more information regarding contingencies and uncertainties, including our proceedings involving a claim in Brazil regarding payment of ICMS tax, penalties and related interest. We are insured for product liability, general liability, workers’ compensation, employer’s liability, property damage, intellectual property and other insurable risks required by law or contract with retained liability to us or deductibles. Many of the exposures are unasserted or proceedings are at a preliminary stage, and it is not presently possible to estimate the amount or timing of any liability. However, we do not believe these contingencies and uncertainties will, individually or in aggregate, have a material adverse effect on our operations. For contingencies and uncertainties other than income taxes, when it is probable a loss will be incurred and possible to make reasonable estimates of our liability with respect to such matters, a provision is recorded for the amount of such estimate or for the minimum amount of a range of estimates when it is not possible to estimate the amount within the range that is most likely to occur. 33 We generate hazardous and non-hazardous wastes in the normal course of our manufacturing operations. As a result, we are subject to a wide range of environmental laws and regulations. All of our employees are required to obey all applicable health, safety and environmental laws and regulations and must observe the proper safety rules and environmental practices in work situations. These laws and regulations govern actions that may have adverse environmental effects, such as discharges to air and water, and require compliance with certain practices when handling and disposing of hazardous and non-hazardous wastes. These laws and regulations would also impose liability for the costs of, and damages resulting from, cleaning up sites, past spills, disposals and other releases of hazardous substances, should any such events occur. We are committed to complying with these standards and monitoring our workplaces to determine if equipment, machinery and facilities meet specified safety standards. Each of our manufacturing facilities is subject to an environmental audit at least once every five years to monitor compliance. Also, no incidents have occurred which required us to pay material amounts to comply with such laws and regulations. We are dedicated to ensuring that safety and health hazards are adequately addressed through appropriate work practices, training and procedures. We are committed to reducing injuries and working towards a world-class level of safety practices in our industry. RECENT ACCOUNTING STANDARDS Please refer to Note A – “Basis of Presentation” in the accompanying Condensed Consolidated Financial Statements for a summary of recently issued accounting standards. 34