What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-02-07 compared with 2024-02-09 · 86 added, 66 removed, 305 unchanged (33% of the section changed)

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Since that time, we have changed significantly, and much of this change has been historically accomplished through acquisitions and managing our portfolio of companies by divestiture of non-core businesses and products.

Today, 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.

Today, Terex is a global industrial equipment manufacturer of materials processing machinery, waste and recycling solutions, mobile elevating work platforms (MEWPs), and equipment for the electric utility industry.

We design, build and support products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, and the entertainment industry.

We provide lifecycle support to our customers through our global parts and services organization, and offer complementary digital solutions, designed to help our customers maximize their return on their investment.

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.

Our products are manufactured in North America, Europe, and Asia Pacific 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”).

(i) Materials Processing (“MP”), (ii) Aerial Work Platforms (“AWP”) and (iii) Environmental Solutions Group (“ESG”).

Further information about our industry and reportable segments appears in Part II, Item 7.

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

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

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

MP has the following significant manufacturing operations:

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

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

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

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• Concrete pavers are manufactured in Canton, South Dakota;

• Front discharge concrete mixer trucks are manufactured in Fort Wayne, Indiana;

• Front discharge and rear discharge mini concrete mixer trucks are manufactured in Fort Wayne, Indiana;

• Volumetric concrete mixers are manufactured in Olds, Alberta, Canada;

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• Tower cranes are manufactured in Fontanafredda, Italy;

• Mobile crushers and mobile screens are manufactured in Jiading, China;

• Mobile crushers, including crushing chambers, mobile screens and material handlers are manufactured in Jiading, China;

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

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

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

We have North American distribution centers in Louisville, Kentucky and Southaven, Mississippi, service centers in Australia, Thailand, Turkey, Malaysia and a parts distribution center in Northern Ireland.

AERIAL WORK PLATFORMS

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

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

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

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

AWP has the following significant manufacturing operations:

• Aerial work platform equipment is manufactured in Redmond and Moses Lake, Washington, Umbertide, Italy, Changzhou, China and Monterrey, Mexico;

• Aerial work platform equipment is manufactured in Redmond and Moses Lake, Washington, Umbertide, Italy, Changzhou, China, Monterrey, Mexico and Sanand, India;

• Utility products are manufactured in Watertown and Huron, South Dakota and Changzhou, China;

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

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

Additionally, we have a parts distribution center in Southaven, Mississippi.

Our European, Asian Pacific and Latin American parts and logistics operations are conducted through a combination of outsourced facilities and Terex managed operations.

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through a network of service branches and field service operations.

ENVIRONMENTAL SOLUTIONS GROUP

Our ESG segment designs, manufactures, services and markets waste and recycling equipment and solutions, including refuse collection bodies, hydraulic cart lifters, automated carry cans, compaction, balers and recycling equipment, cameras with integrated smart technology, as well as related components and replacement parts, and waste hauler software solutions.

Customers use these products in the solid waste and recycling industry.

We market our ESG products principally under the following brand names:

Heil ® , Marathon ® , 3rd Eye ® , Soft-Pak ® , Connected Collections ® , Parts Central ® , Curotto-Can ® and Bayne Thinline ® .

ESG has the following significant manufacturing operations:

• Refuse collection bodies, hydraulic cart lifters and automated carry cans are manufactured in Fort Payne, Alabama;

• Compaction, balers and recycling equipment are manufactured in Vernon, Alabama.

We have a parts distribution center and various warehouses located in Fort Payne, Alabama.

We may assist customers in their rental, leasing and acquisition of our products through Terex Financial Services (“TFS”).

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

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

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

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

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

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

It drives our unwavering focus on Zero Harm Safety, strong governance, culture and inclusion, responsible environmental stewardship and sustainability, and support for the communities where we live and work.

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

The “Execute” theme involves expectations related to core operating processes and accountabilities.

These core operating processes are being developed into the newly created Terex Operating System, as we migrate towards an integrated operating company.

We expect our businesses to deploy processes that meet local needs while delivering a level of performance and predictability that is consistent with effective operations.

These expectations are fulfilled differently by the various Terex businesses, but the core principles are the same.

For example, our Genie business is managed to a defined set of processes that we call the Genie Operating System.

Our Materials Processing segment is managed to a similar set of processes that we call the MP Operating System.

Both are key to delivering excellence across all functions within our operations.

We feel that managing this way is key to appropriately balancing consistency and autonomy in our Company.

Process discipline is important to efficient operation, but local control is important to the effectiveness with which business processes are implemented.

These expectations are fulfilled differently by the various Terex businesses, but the core principles are the same as outlined in the Terex Operating System.

The Terex Operating System is being designed to ensure strict process discipline, continuous improvement, and automation is deployed wherever Terex-wide standardization can add value, while still allowing our businesses the flexibility to modify for their individual market needs.

The “Innovate” theme focuses on purposeful development of step-change improvements in Terex offerings and in the efficiency with which these offerings are executed and supported.

Innovation at Terex means doing things significantly better tomorrow than they have been done in the past by harnessing new thinking and applying technology in new and creative ways.

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

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

Digital transformation plays an important role in many of the innovations we pursue, and it spans fully across our enterprise systems, factory operations, and product solutions.

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

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

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

Our most recent acquisition of the ESG from Dover Corporation demonstrates our commitment to adding attractive businesses in non-cyclical markets with a keen focus on the waste management, recycling, and circular economy segments.

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

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

Our capital allocation approach remains an important part of our overall strategy, including maintenance of an optimal capital structure (2.5x net leverage target through the cycle), growth investments, restructuring investments and efficient return of capital to stockholders via dividends and share repurchases.

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

Terex is a diverse company that works collaboratively to deliver business performance efficiently and effectively.

Terex has a diverse portfolio of businesses that work collaboratively to deliver business performance efficiently and effectively.

We balance the independence of our businesses with the benefits of total Company scale, which is central to how we manage our Company.

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Robotic waste sorting equipment consists of smart robots, powered by AI software, designed to pick, sort and recycle waste.

Tree care and vegetation management equipment includes chippers, mulchers, spider lifts and dedicated tree care handlers.

We manufacture a range of conveyors which include tracked and wheeled mobile conveyors.

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• Pick and carry cranes are designed for a wide variety of applications, including use at mine sites, large fabrication yards, building and construction sites and in machinery maintenance and installation.

They combine high road speed with all-terrain capability.

They combine highway road speed with all-terrain capability.

• Rough terrain cranes move materials and equipment on rugged or uneven terrain and are often located on a single construction or work site for long periods.

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UTILITY EQUIPMENT.

Our utility products include digger derricks and insulated aerial devices.

Our utility products include digger derricks, insulated aerial devices and self-propelled articulating insulated booms.

These products are used by electric utilities, tree care companies, telecommunications and cable companies, and the related construction industries, as well as by government organizations.

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Our services are provided on our own products and on third-party products and related equipment.

ENVIRONMENTAL SOLUTIONS GROUP

REFUSE COLLECTION BODIES AND EQUIPMENT.

We manufacture refuse collection bodies, including front-end loaders, automated front loaders, automated side loaders, and rear end loaders.

We also manufacture automated carry cans that mount to front loaders, and other cart tippers, carry cans and lifting systems.

The refuse collection bodies, carry cans and cart tipper equipment are used to support the collection of residential refuse and commercial containers.

The lift systems are also used in industrial plants, hospitals, shopping centers, food processing plants and universities.

COMPACTION, BALERS AND RECYCLING EQUIPMENT.

We manufacture a range of stationary compactors, self-contained compactors, front load and rear load compactors, apartment and high-rise compactors, transfer system compactors, stationary auger compactors, self-contained auger compactors, compactor containers, pre-crushers cart-dumpers, two-ram balers, heavy-duty vertical balers, auto-tie balers, manual-tie balers, conveyors and material recovery facility systems.

This equipment is used for on-site processing and compaction of trash and recyclable materials, and is used in a wide array of recycling applications from apartment complexes to factories and department stores.

DIGITAL SOLUTIONS.

Our digital solutions consist of advanced mobile and facility vision technology, along with integrated back office systems.

3rd Eye offers heavy-duty truck cameras that can provide 360° of visibility, and integration with smart technology and live monitoring, to provide solutions that improve safety, productivity, sustainability and profitability.

3rd Eye innovations offer driver education and development, positive service verification, route and facility contamination detection, vehicle health and maintenance, and vehicle/asset tracking and compliance.

3rd Eye camera and technology solutions can be utilized across a wide array of fleets including refuse, construction, utilities and emergency response fleets.

3rd Eye also offers connected compactors and balers.

Soft-Pak provides back-office, route management, and customer relations software solutions to the waste and recycling industry.

Combined with its in-cab tablet-based applications, Soft-Pak provides refuse fleets with comprehensive, customer-facing solutions and information.

We offer a range of services for ESG products consisting of inspections, installations, preventative maintenance, general repairs, reconditioning, refurbishment and spare parts, as well as training services.

Our services are provided on our own products and on third-party products and related equipment.

Our backlog as of December 31, 2024 and 2023 was as follows (in millions):

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

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

Backlog is still significantly above historical levels.

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

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

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

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

Our overall backlog at December 31, 2024 decreased $1,120 million from backlog amounts at December 31, 2023, driven by improved customer deliveries, a return to historical ordering patterns and market weakness in Europe, partially offset by backlog from our newly acquired business, ESG.

MP backlog at December 31, 2024 decreased approximately 58% from backlog amounts at December 31, 2023.

The decrease from 2023 was driven primarily by improved customer deliveries and a return to historical ordering patterns across our MP businesses as lead times decreased.

AWP backlog at December 31, 2024 decreased approximately 45% from backlog amounts at December 31, 2023.

The decrease from 2023 was primarily driven by improved customer deliveries, a return to historical ordering patterns and lower bookings outside of North America.

ESG had backlog of $520 million at December 31, 2024.

MATERIALS PROCESSING

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Our aerial work platform and telehandler products are distributed principally through a global network of rental companies and independent distributors.

We employ sales representatives who service these channel partners from offices located throughout the world.

Our utility products are distributed to the utility and municipal markets and contractors in North America principally through a network of rental companies, independent distributors and a direct sales model.

Outside of North America, independent distributors sell our utility equipment directly to customers.

ENVIRONMENTAL SOLUTIONS GROUP

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

RESEARCH, DEVELOPMENT AND ENGINEERING

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

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

A majority of our product portfolios offer alternative power options that significantly reduce the impact of the end-user’s carbon footprint.

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

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

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

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

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

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

Tree Care and Vegetation Management Equipment

Albach Primtech, Bandit, Fecon, Jenz, Ufkes, Vermeer

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

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

Environmental Solutions Group

Refuse Collection Bodies

Labrie, New Way, Oshkosh (McNeilus)

Compactors and Balers

Cram-A-Lot, Komar, Wastebuilt

On Board Vehicle Technology

AMCS, Geotab, Ltyx, Routeware, Samsara

MAJOR CUSTOMERS

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In 2024, our largest customer accounted for less than 6% of our consolidated net sales and our top ten customers in the aggregate accounted for less than 29% of our consolidated net sales.

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

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

PATENTS, LICENSES AND TRADEMARKS

We use proprietary materials such as patents, trademarks, trade secrets and trade names in our operations and take actions to protect these rights.

We use several significant trademarks and trade names, most notably the Terex ® , Genie ® , Powerscreen ® and Fuchs ® trademarks.

We use several significant trademarks and trade names, most notably the Terex ® , Genie ® , Powerscreen ® , Fuchs ® and Heil ® trademarks.

The other trademarks and trade names that we use include registered trademarks of Terex Corporation or its subsidiaries.

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We were the first to market with an all-electric utility bucket truck, reducing emissions and noise as well as supporting our customers electrification and sustainability goals.

Many Genie ® lift models offer all-electric or fuel-electric hybrid options that deliver quiet, emission-free performance, which is necessary for indoor working environments, as well as city centers with noise and emission restrictions.

Many Genie ® lift models offer all-electric

or fuel-electric hybrid options that deliver quiet, emission-free performance, which is necessary for indoor working environments, as well as city centers with noise and emission restrictions.

We offer crushers and screens that can operate from electrical power supply lines to help reduce the use of fuel.

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SEASONAL FACTORS

Terex is a globally diverse company, supporting multiple end uses.

Terex is a global company, with a diverse portfolio of businesses that support multiple end uses.

Seasonality is a factor in some businesses, where annual purchasing patterns are impacted by the seasonality of downstream project spending.

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

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

In 2025, we expect second half sales to be higher than first half sales, with the second, third and fourth quarter sales higher than first quarter sales.

WORKING CAPITAL

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We have debt service requirements, including periodic interest payments on our outstanding debt.

We believe cash generated from operations, including cash generated from the sale of receivables, loans from our bank credit facilities and funds raised in capital markets, 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 annual report.

We believe cash generated from operations, including cash generated from the sale of receivables, 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 annual report.

– “Risk Factors” for a detailed description of the risks resulting from our debt and our ability to generate sufficient cash flow to operate our business.

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TEAM MEMBER TALENT AND SUPPORT

Terex strives to attract, develop and retain outstanding talent to be part of our team.

We have a diverse and highly engaged global workforce.

Capable, highly skilled and diverse team members are key to our ability to implement our “Execute, Innovate, Grow” strategy.

Terex strives to attract, engage, develop and retain outstanding talent to be part of our team.

Capable, highly skilled and engaged team members are key to our ability to implement our “Execute, Innovate, Grow” strategy.

As of December 31, 2024, we had approximately 11,400 team members, including approximately 5,800 team members in the U.S.

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

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

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

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

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Where we can, we offer a flexible work environment, enabling team members to manage the demands of their personal and professional lives.

DIVERSITY, EQUITY AND INCLUSION

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

CULTURE AND INCLUSION

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

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

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

We firmly believe that different backgrounds, thoughts, and experiences cultivate innovation and better decision-making.

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

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

We know that diversity alone is not sufficient.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

AVAILABLE INFORMATION

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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 1. Business