What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-02-07 compared with 2024-02-09 · 359 added, 215 removed, 1375 unchanged (29% of the section changed)

16 unchanged sentences

Based on this assessment, the Company’s management has concluded that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.

The scope of management’s assessment of the effectiveness of internal control over financial reporting includes all of the Company’s consolidated operations except for the operations of ESG, which the Company acquired on October 8, 2024.

ESG’s operations represent 4.4% of the Company’s consolidated revenues for the year ended December 31, 2024, and assets associated with ESG’s operations represent 40% of the Company’s consolidated total assets as of December 31, 2024.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears in this Annual Report on Form 10-K.

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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.

We have an insider trading policy that governs the purchase, sale, and other disposition of our securities by our directors, officers, employees and other individuals associated with us, as well as by the Company itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

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

Our independent registered public accounting firm is KPMG LLP , Boston, MA , 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.

3 unchanged sentences

The exhibits set forth below are filed as part of this Annual Report on Form 10-K .

2.1 Transaction Agreement, dated as of July 21, 2024, by and between Terex Corporation and Dover Corporation (incorporated by reference to Exhibit 2.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated October 8, 2024 and filed with the Commission October 9, 2024).

2.2 First Amendment to Transaction Agreement, dated as of October 8, 2024, by and between Terex Corporation and Dover Corporation (incorporated by reference to Exhibit 2.2 of the Form 8-K Current Report, Commission File No.

1-10702, dated October 8, 2024 and filed with the Commission October 9, 2024).

3.1 Restated Certificate of Incorporation of Terex Corporation (incorporated by reference to Exhibit 3.1 of the Form S-1 Registration Statement of Terex Corporation, Registration No.

9 unchanged sentences

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

4.4 Indenture, dated as of October 8, 2024, among Terex Corporation, the subsidiary guarantors named therein and the Trustee (including the Form of 6.250% Senior Notes due 2032 included therein) (incorporated by reference to Exhibit 4.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated October 8, 2024 and filed with the Commission October 9, 2024).

4.5 Description of Capital Stock.

7 unchanged sentences

1-10702, dated May 19, 2022 and filed with the Commission May 23, 2022).

10.6 Employment Letter from Terex Corporation signed by John Garrison on October 15, 2015 (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated October 15, 2015 and filed with the Commission on October 19, 2015).

10.6 Employment Letter from Terex Corporation signed by Julie A.

Beck on February 9, 2022 (incorporated by reference to Exhibit 10.16 of the Form 10-K for the year ended December 31, 2021).

10.8 Form of Restricted Stock Agreement (time based granted 2019) under the Terex Corporation 2018 Omnibus Incentive Plan between Terex Corporation and participants of the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form 10-Q for the quarter ended March 31, 2019 of Terex Corporation, Commission File No.

10.9 Form of Restricted Stock Agreement (performance based granted 2019) under the Terex Corporation 2018 Omnibus Incentive Plan between Terex Corporation and participants of the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of the Form 10-Q for the quarter ended March 31, 2019 of Terex Corporation, Commission File No.

10.7 Form of Restricted Stock Agreement (time based 20 20-2023 ) under the Terex Corporation 2018 Omnibus Incentive Plan between Terex Corporation and participants of the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 of the Form 10-Q for the quarter ended March 31, 2019 of Terex Corporation, Commission File No.

10.8 Form of Restricted Stock Agreement (performance based 20 2 0-2023 ) under the Terex Corporation 2018 Omnibus Incentive Plan between Terex Corporation and participants of the 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.3 of the Form 10-Q for the quarter ended March 31, 2019 of Terex Corporation, Commission File No.

10.9 Form of Restricted Stock Award Agreement (time based 2024) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan.

10.10 Form of Restricted Stock Award Agreement (performance based 2024) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan.

10.11 Form of Restricted Stock Unit Agreement (time based 2024-2025) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan.

10.12 Form of Restricted Stock Unit Agreement (performance based 2024 -2025 ) under the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan between Terex Corporation and participants of the Amended and Restated 2018 Omnibus Incentive Plan.

10.13 Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No.

9 unchanged sentences

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

10.19 Incremental Assumption and Amendment Agreement and Amendment, dated as of July 21, 2024, among Terex Corporation, certain of its subsidiaries, the lenders and issuing banks party thereto, and UBS AG relating 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 party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 of the Form 10 - Q Quarterly Report, Commission File No.

1-10702, dated September 30 , 2024 and filed with the Commission October 30 , 2024).

10.20 Amended and Restated Commitment Letter, dated August 2, 2024, among Terex Corporation, UBS Securities LLC, UBS AG, Stamford Branch, Bank of America, N.A., BofA Securities, Inc., Barclays Bank PLC, JPMorgan Chase Bank, N.A., BNP PARIBAS, BNP Paribas Securities Corp., HSBC Bank USA, National Association, HSBC Securities (USA) Inc., HSBC UK Bank PLC, Mizhuho Bank, Ltd.

and Santander Bank, N.A., related to the Commitment Letter dated July 21, 2024, among Terex Corporation, UBS Securities LLC and UBS AG, Stamford Branch (incorporated by reference to Exhibit 10.

2 of the Form 10-Q Quarterly Report, Commission File No.

1-10702, dated September 30, 2024 and filed with the Commission October 30, 2024).

10.21 Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No.

2, dated as of October 8, 2024, among Terex Corporation, certain of its subsidiaries, the lenders and issuing banks party thereto, UBS AG Cayman Islands Branch, as existing administrative agent, and UBS AG, Stamford Branch, as successor administrative agent, relating 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 party thereto 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 October 8, 2024 and filed with the Commission October 9, 2024).

10.22 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.

2 unchanged sentences

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.

10.24 Employment Letter from Terex Corporation signed by Simon Meester on October 12, 2023 (incorporated by reference to Exhibit 10.1 of the Form 8-K Current Report, Commission File No.

1-10702, dated October 12, 2023 and filed with the Commission on October 17, 2023).

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).

19.1 Insider Trading P olicy .

21.1 Subsidiaries of Terex Corporation.

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

23.1 Consent of Independent Registered Public Accounting Firm KPMG LLP, Boston , MA .

24.1 Power of Attorney.

3 unchanged sentences

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

97 Terex Corporation Clawback Policy.

97 Terex Corporation Clawback Policy (incorporated by reference to Exhibit 97 of the Form 10 - K for the year ended December 31, 2023 of Terex Corporation, Commission File No.

1-10702, dated December 31 , 202 3 and filed with the Commission February 9 , 202 4 ).

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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Johnston (Principal Accounting Officer)

*/s/ David A.

Sachs Non-Executive Chairman

*/s/ Paula H.

1 unchanged sentence

*/s/ Don DeFosset Director

*/s/ Thomas J.

Hansen Director

*/s/ Sandie O’Connor Director

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*/s/ Andra Rush

*/s/ David A.

Sachs Non-Executive Chairman

*/s/ Oluseun Salami

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Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company acquired Environmental Solutions Group (ESG) during 2024, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, Environmental Solutions Group (ESG)’s internal control over financial reporting associated with 40% of total assets and 4.4% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2024.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Environmental Solutions Group (ESG).

Basis for Opinions

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

A company’s internal control over financial reporting includes those policies and procedures

that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

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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.

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.

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.

Fair Value of Acquired Customer Relationship Intangible Asset

As discussed in Notes A and D to the consolidated financial statements, during 2024, the Company acquired Environmental Solutions Group (ESG) for an aggregate purchase price of $2,010 million.

The Company accounted for the acquisition under the acquisition method of accounting for business combinations which requires assets acquired and liabilities assumed to be recorded at fair value.

The Company recorded purchased intangible assets of $1,113 million, of which $823 million related to customer relationships.

Management estimated the fair value of the customer relationships intangible assets using an income approach.

We identified the evaluation of the fair value of certain customer relationships as a critical audit matter.

Subjective auditor judgment was required to evaluate certain assumptions used in the determination of the fair value of certain customer relationships, including the forecasts of future revenues, forecast of future costs, discount rates, and customer attrition rates.

Changes to those assumptions could have had a significant effect on the determination of the fair value measurements.

We also involved valuation professionals with specialized skills and knowledge to evaluate the discount rates and customer attrition rates used in the valuation.

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 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.

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 evaluated the design and tested the operating effectiveness of certain internal controls related to management’s evaluation of the fair value of certain customer relationships, including those over the forecasts of future revenues, forecasts of future costs, discount rates, and customer attrition rates.

We evaluated the reasonableness of management’s forecasts of future revenues and costs by comparing the forecasts to historical results, internal communications to management and the Board of Directors, and forecasted information included in analyst and industry reports.

We also involved valuation professionals with specialized skills and knowledge who assisted in:

• evaluating the discount rates by comparing them to discount rate ranges that were independently developed using publicly available market data for peer entities

• evaluating the customer attrition rates by comparing them to historical attrition rates and industry information.

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

New York, New York

Boston, Massachusetts

February 7, 2025

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Interest expense ( 89 ) ( 63 ) ( 49 )

Loss on early extinguishment of debt — ( 0.3 ) ( 29.4 )

Other income (expense) – net ( 42 ) ( 1 ) ( 7 )

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Derivative hedging adjustment, net of (provision for) benefit from taxes of $( 4 ), $ 0 and $ 3 for the years ended December 31, 2024, 2023 and 2022, respectively

1.0 ( 10.4 ) 10.0

Debt and equity securities adjustment, net of (provision for) benefit from taxes of $ 0 , $ 0 and $ 1 for the years ended December 31, 2024, 2023 and 2022, respectively

0.8 ( 3.5 ) ( 1.2 )

Pension liability adjustment:

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Foreign exchange and other effects, net of (provision for) benefit from taxes of $ 0 , $ 0 and $ 0 for the years ended December 31, 2024, 2023 and 2022, respectively

( 2.7 ) 3.8 1.3

Total pension liability adjustment 3 ( 5 ) ( 2 )

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Acquisition of treasury stock ( 3.0 ) — — — — ( 102 ) ( 102 )

Other — — — ( 0.2 ) — ( 0.1 ) ( 0.3 )

Balance at December 31, 2022

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Acquisition of treasury stock ( 1.3 ) — — — — ( 63 ) ( 63 )

Other — — — ( 0.1 ) — — ( 0.1 )

Balance at December 31, 2023

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

11.0 ( 54.7 ) ( 139.0 )

Inventories 77 ( 200 ) ( 206 )

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Proceeds from issuance of debt 2,217 243 321

Payment of debt issuance costs

Share repurchases ( 49 ) ( 63 ) ( 101 )

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Carrying amount of cash and cash equivalents approximates its fair value.

Cash and cash equivalents include $ 0.4 million and $ 3.5 million at December 31, 2023 and 2022, respectively, which were not immediately available for use.

Cash and cash equivalents which were not immediately available for use is immaterial at December 31, 2024 and 2023.

These consist primarily of cash balances held in escrow to secure various obligations of the Company.

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Debt issuance costs incurred in securing the Company’s financing arrangements are capitalized and amortized over the term of the associated debt.

Debt issuance costs related to senior notes and term loans are presented in the balance sheet as a direct deduction from the carrying amount of the borrowing, consistent with debt discounts.

Debt issuance costs related to securing the Company’s revolving line of credit are presented in Other assets.

Debt issuance costs related to senior notes and term loans are presented in the Consolidated Balance Sheet as a direct deduction from the carrying amount of the borrowing, consistent with debt discounts.

Debt issuance costs related to securing the Company’s revolving line of credit are presented in Other assets in the Consolidated Balance Sheet.

Debt issuance costs related to debt that is extinguished early are charged to expense at the time of retirement.

1 unchanged sentence

Intangible Assets.

Intangible assets include purchased patents, trademarks, customer relationships and other specifically identifiable assets and are amortized on a straight-line basis over the respective estimated useful lives, which range from one to ninety-nine years .

Intangible assets include purchased patents, trademarks, customer relationships, technology and other specifically identifiable assets and are amortized on a straight-line basis over the respective estimated useful lives, which range from one to ninety-nine years .

Intangible assets are reviewed for impairment when events or changes in circumstances indicate that their carrying amount may not be recoverable.

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The amount of any impairment then recognized would be calculated as the difference between estimated fair value and carrying value of the asset.

Included in Selling, general & administrative expenses (“SG&A”) in the Consolidated Statement of Income (Loss) are $ 0.3 million, $ 1.1 million and $ 6.3 million of asset impairments for the years ended December 31, 2023, 2022 and 2021, respectively.

Immaterial amounts of asset impairments were included in Selling, general & administrative expenses (“SG&A”) in the Consolidated Statement of Income (Loss) for the years ended December 31, 2024, 2023 and 2022.

Assets Held for Sale.

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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.

Receivables include $ 560 million and $ 494 million of trade accounts receivable at December 31, 2024 and 2023, respectively.

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

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During the full year ended December 31, 2024, revenues generated from the sale of extended warranties and services were an immaterial portion of revenue.

At December 31, 2024, the Company estimated that $ 20 million in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period.

Remaining consideration pertains to contracts with multiple performance obligations and multi-year service agreements which are typically recognized as the performance obligation is satisfied.

We expect to recognize approximately 34.7 % of the Company’s unsatisfied (or partially satisfied) performance obligations as revenue in 2025, 27.3 % in 2026, and 19.7 % in 2027, with the remaining balance to be recognized in 2028 and thereafter.

The Company applied the standard’s practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized.

Current contract liabilities are recorded in Other current liabilities and non-current contract liabilities are recorded in Other non-current liabilities in the Consolidated Balance Sheet.

Contract liabilities are reduced when the associated revenue from the contract is recognized.

The Company had no contract assets as of December 31, 2024 and 2023.

December 31, 2024 December 31, 2023

Contract liabilities - current

Contract liabilities - non-current

The Company sells equipment subject to leases and related lease payments.

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

Business Combinations.

The Company accounts for business combinations using the acquisition method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values at the date of acquisition.

The determination of fair values of identifiable assets and liabilities requires significant judgments

and estimates and the use of valuation techniques when market value is not readily available.

For the valuation of intangible assets acquired in a business combination, the Company typically uses an income approach.

The purchase price allocated to the intangible assets is based on unobservable assumptions, inputs and estimates, including but not limited to, forecasted revenue growth rates, projected expenses, discount rates, customer attrition rates, royalty rates, and useful lives.

The excess of the purchase price over the fair values of identifiable assets acquired and liabilities assumed is recorded as goodwill.

During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill.

Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings.

For detailed business combinations information see Note D - “Acquisitions and Dispositions”.

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.

The Company has supplier finance programs to pay third-party banks 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.

Confirmed obligation amounts outstanding were included in Trade accounts payable in the Consolidated Balance Sheet as of December 31, 2024.

The following table rolls forward the Company’s outstanding obligations confirmed as valid under its supplier finance programs for the year ended December 31, 2024 and 2023 (in millions):

Confirmed obligations outstanding at the beginning of the year

Invoices confirmed during the year

Confirmed invoices paid during the year

Confirmed obligations outstanding at the end of the year

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

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See Note I – “Derivative Financial Instruments.”

Research, Development and Engineering Costs.

Research, development and engineering costs are expensed as incurred.

Research and Development Costs.

Research and development costs are expensed as incurred.

Such costs incurred in the development of new products or significant improvements to existing products are included in SG&A.

Research, development and engineering costs were $ 66.7 million, $ 55.8 million and $ 52.2 million during 2023, 2022 and 2021, respectively.

Research and development costs were $ 25 million, $ 28 million and $ 22 million during 2024, 2023 and 2022, respectively.

Income Taxes .

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The amounts of or periods in which changes to reserves for uncertain tax positions will occur is difficult to predict.

In January 2018, the FASB released guidance on the accounting for tax on Global Intangible Low-taxed Income (“GILTI”).

The FASB released guidance on the accounting for tax on Global Intangible Low-taxed Income (“GILTI”).

The guidance indicates that either accounting for deferred taxes related to GILTI or treating any taxes on GILTI as period costs are both acceptable accounting policy elections.

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Accounting Standards Implemented in 2024

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

Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional expedients and exceptions for applying U.S.

GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met to ease an entity’s financial reporting burden as the market transitions from London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.

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.

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):

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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.

1 unchanged sentence

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

The Company adopted the general disclosures of ASU 2022-04 in 2023 and has adopted the full requirements of the guidance in the current fiscal year.

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

4 unchanged sentences

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.

The Company has adopted the disclosure requirements of this guidance in the current fiscal year.

Accounting Standards to be Implemented

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

2 unchanged sentences

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.

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

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, intangible asset amortization, and depreciation) included in certain expense captions presented on the face of the income statement (such as cost of sales and SG&A expenses).

The guidance is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.

The Company is currently evaluating the impact of this guidance on its disclosures to the 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 maintenance, manufacturing, energy, recycling, minerals, materials management and construction applications.

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.

The Company designs, builds and supports products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, and the entertainment industry.

Terex provides lifecycle support to its customers through its global parts and services organization, and offers complementary digital solutions, designed to help 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.

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

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

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 reportable segment, Aerial Work Platforms (“AWP”).

The Company operates in two reportable segments:

(i) MP and (ii) AWP.

The Company identifies its operating segments according to how business activities are managed and evaluated.

The Company reports its business in the following segments:

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

Our Aerials and Utilities operating segments share similar economic characteristics and are aggregated into one reportable segment, AWP.

As the Company continues to integrate ESG during 2025 and refine how it manages those operations in the context of its overall business, it is possible that segment presentation could change.

MP designs, manufactures, services and markets materials processing and specialty equipment, including crushers, washing systems, screens, trommels, apron feeders, material handlers, pick and carry cranes, rough terrain cranes, tower cranes, wood processing, biomass and recycling equipment, concrete mixer trucks and concrete pavers, conveyors, and their related components and replacement parts.

1 unchanged sentence

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 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.

ESG 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.

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

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TFS is included in Corporate and Other.

Corporate and Other also includes eliminations among the two reportable segments, as well as general and corporate items.

Corporate and Other also includes eliminations among the three reportable segments, as well as general and corporate items.

The Company’s chief operating decision maker (“CODM”) is the President and Chief Executive Officer.

In making resource allocation decisions for the segments, the CODM uses segment gross profit margin and segment profit or loss from operations before interest and income taxes.

Such segment resource allocations may include, but are not limited to, allocation of capital resources, personnel and facilities.

The primary resource allocation process occurs predominantly in the annual budget and forecasting process.

The CODM then reviews and considers budget-to-actual variances on a monthly basis for both gross profit margin and segment profit or loss from operations before interest and income taxes, in order to determine whether to make any adjustments to capital allocations.

None of the Company’s customers individually accounted for more than 10% of consolidated net sales in 2024, 2023 or 2022.

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Year Ended December 31, 2024

MP AWP ESG Total

$ 1,902 $ 2,996 $ 228 $ 5,126

MP $ 2,227.0 $ 1,941.6 $ 1,691.8

AWP 2,921.7 2,483.6 2,178.8

Reconciliation of net sales

Corporate and Other / Eliminations 1

Total $ 5,151.5 $ 4,417.7 $ 3,886.8

Income (loss) from operations

MP $ 358.6 $ 297.8 $ 240.9

AWP 371.3 196.2 152.1

Consolidated net sales

Cost of goods sold

1,458 2,406 197 4,061

Compensation expense

108 118 12 238

Other segment items (2)

Segment income (loss) from operations

$ 252 $ 342 $ 12 $ 606

Reconciliation of income (loss) from operations

Corporate and Other / Eliminations ( 80 )

Total $ 636.5 $ 420.0 $ 328.0

Consolidated income (loss) from operations

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

(2) Other segment items includes corporate management charges, travel & entertainment, depreciation & amortization, property & utilities, selling & marketing, research & development and communication & software expenses.

Individually, each of these categories represents an insignificant amount.

Year Ended December 31, 2023

MP AWP ESG Total

$ 2,227 $ 2,922 $ — $ 5,149

Reconciliation of net sales

Corporate and Other / Eliminations 3

Consolidated net sales 5,152

Cost of goods sold

1,672 2,298 — 3,970

Compensation expense

113 123 — 236

Other segment items (2)

Segment income (loss) from operations

$ 359 $ 371 $ — $ 730

Reconciliation of income (loss) from operations

Corporate and Other / Eliminations ( 93 )

Consolidated income (loss) from operations

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

Individually, each of these categories represents an insignificant amount.

Year Ended December 31, 2022

MP AWP ESG Total

$ 1,942 $ 2,484 $ — $ 4,426

Reconciliation of net sales

Corporate and Other / Eliminations ( 8 )

Consolidated net sales 4,418

Cost of goods sold

1,476 2,080 — 3,556

Compensation expense

Other segment items (2)

Segment income (loss) from operations

$ 298 $ 196 $ — $ 494

Reconciliation of income (loss) from operations

Corporate and Other / Eliminations ( 74 )

Consolidated income (loss) from operations

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

Individually, each of these categories represents an insignificant amount.

Year Ended December 31,

2024 2023 2022

Depreciation and amortization

MP $ 20 $ 16 $ 14

AWP 31.7 24.8 25.9

Corporate 10 8 8

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MP $ 47 $ 38 $ 25

AWP 79.3 77.6 41.2

Corporate 14 10 7

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$ 1,885 $ 2,091

2,216.2 1,959.5

Corporate and Other / Eliminations

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Total $ 5,730 $ 3,615

(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):

Long-lived Assets

$ 192.1 $ 187.6

United Kingdom 104 97

Mexico 141 125

China 65.2 54.1

Other European countries 67 62

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Year Ended December 31, 2024

MP AWP Corporate and Other / Eliminations Total

Corporate and Other / Eliminations Total

Net sales by region

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Year Ended December 31, 2023

MP AWP Corporate and Other / Eliminations Total

Corporate and Other / Eliminations Total

Net sales by region

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Year Ended December 31, 2022

MP AWP Corporate and Other / Eliminations Total

Corporate and Other / Eliminations Total

Net sales by region

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Year Ended December 31, 2024

MP AWP Corporate and Other / Eliminations Total

Corporate and Other / Eliminations Total

Net sales by product type

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Utility Equipment — 589 — — 589

ESG Equipment

— — 204 — 204

— 376 24 — 400

Total $ 1,902 $ 2,996 $ 228 $ 1 $ 5,127

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Year Ended December 31, 2023

MP AWP Corporate and Other / Eliminations Total

Corporate and Other / Eliminations Total

Net sales by product type

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Utility Equipment — 575 — — 575

ESG Equipment

1 314 — ( 1 ) 314

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Year Ended December 31, 2022

MP AWP Corporate and Other / Eliminations Total

Corporate and Other / Eliminations Total

Net sales by product type

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Utility Equipment — 466 — — 466

ESG Equipment

6 219 — ( 11 ) 214

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Federal $ 31 $ 31 $ 7

State 4.4 1.3 1.8

Foreign 47 66 59

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Accrued compensation and benefits 18 19

Research and development 18 12

Operating lease right-of-use asset ( 32 ) ( 28 )

Operating lease liability 35 30

Other 13.6 18.0

Deferred tax assets valuation allowance ( 44 ) ( 53 )

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federal income tax rate $ 86 $ 122 $ 77

$ 121.7 $ 77.0 $ 55.4

State taxes 4 1 3

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tax on multi-national operations 8 13 10

Change in foreign tax rates 0.4 — ( 0.6 )

Swiss cantonal tax attribute — ( 42 ) —

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The Company’s effective tax rate was 17.8 %, 10.9 % and 18.1 % for the years ended December 31, 2024, 2023 and 2022, respectively.

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 million.

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subsidiaries is not practicable.

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.

At December 31, 2024, the Company has state net operating loss carry forward deferred tax assets of $ 38 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 2044.

The Company has approximately $ 460 million of foreign operating loss carry forwards.

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Settlements —

Acquired balances 5

Balance as of December 31, 2024

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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.

The Company believes it is reasonably possible the total amount of unrecognized tax benefits disclosed as of December 31, 2024 may decrease approximately $ 12 million in the year ending December 31, 2025.

Such possible decrease relates primarily to anticipated tax audit settlements and expiration of statutes of limitation.

Major Tax Jurisdiction Open Tax Years

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United Kingdom 2019 - present

United States - federal

2017 - present

United States - states

2017 - present

United States - federal 2017 - present

United States - states 2017 - present

As of December 31, 2024 and 2023, the Company had $ 18 million and $ 6 million, respectively, of unrecognized tax benefits.

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Potential interest and penalties were a liability of $ 3 million and $ 1 million as of December 31, 2024 and 2023, 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.

During the year ended December 31, 2024, the total tax expense recognized was immaterial as the $ 1 million liability for interest and penalties was recorded to goodwill as a result of purchase accounting.

During the year ended December 31, 2023, the Company recognized total tax expense of $ 1 million for interest and penalties.

NOTE D – ACQUISITIONS AND DISPOSITIONS

2024 Acquisitions

Environmental Solutions Group Acquisition

On October 8, 2024 (“Closing Date”), in accordance with the Transaction Agreement, dated as of July 21, 2024, as amended by the First Amendment to the Transaction Agreement, dated as of October 8, 2024 (and as may be further amended, the “TA”), by and between the Company and Dover Corporation (“Dover”), the Company completed its acquisition of the subsidiaries and assets that constitute Environmental Solutions Group ("ESG”) from Dover for a purchase price of $ 2,010 million in cash, subject to customary closing adjustments to be finalized after the Closing Date (the "Acquisition").

The Company financed the purchase price and related fees and expenses using the net proceeds from the 6.25% Senior Notes, new term loan borrowings under the New Term Facility and cash on hand.

See Note J – “Long-Term Obligations” for additional details on financing transactions.

ESG designs and manufactures refuse collection bodies, waste compaction equipment, and associated parts and digital solutions.

ESG's product brands include Heil, Marathon, Curotto-Can, Bayne Thinline, and Parts Central as well as digital solutions offerings 3rd Eye and Soft-Pak.

ESG's products and services across equipment, digital, and aftermarket offerings are complementary to Terex's businesses, and will allow Terex to expand its customer base, providing customers with a broader suite of environmental equipment solutions, and realizing economies of scale.

ESG will also complement and strengthen Terex’s portfolio with synergies in the fast-growing waste and recycling end market.

Net Assets Acquired

The Company has applied purchase accounting to ESG and the results of the operations are included in the Company’s consolidated financial statements following the Closing Date.

The application of purchase accounting under ASC 805 requires the recognition and measurement of the identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.

The net assets and liabilities of ESG were recorded at their estimated fair value using Level 3 inputs.

In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations, future revenue growth, profitability, appropriate discount rates, attrition rates, royalty rates, growth rates and economic lives.

The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed;

however, working capital adjustments and certain tax positions require further analysis and are not yet final.

Accordingly, these preliminary estimates are subject to adjustments during the measurement period, not to exceed one year from the acquisition date, based upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition.

The finalization of these items could impact the purchase price allocation.

The transaction was recorded as a business combination using the acquisition method which requires measurement of identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.

Goodwill was calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized.

Accordingly, the aggregate value of the consideration paid by Terex to complete the Acquisition is allocated to the assets acquired and liabilities assumed in the Acquisition based upon their estimated fair values as of the acquisition date.

The following table summarizes the preliminary estimated fair values of the ESG assets acquired and liabilities assumed and related deferred income taxes as of the Closing Date (in millions).

October 8, 2024

Cash acquired

Receivables, net

Inventory, net

Prepaid and other current assets

Property, plant & equipment

Identified intangibles subject to amortization

Total asset acquired

Trade accounts payable

Other current liabilities

Other non-current liabilities

Total Liabilities Assumed

Net assets acquired

Upon completion of the fair value assessment, Terex anticipates that the net assets acquired may differ from the preliminary assessment outlined above.

Any changes to the initial estimates of fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

Goodwill of $ 803 million resulting from the acquisition was assigned to the newly created ESG segment.

Goodwill consists of intangible assets that do not qualify for separate recognition which includes assembled workforce and expected synergies from the business combinations.

The following table summarizes the identifiable definite-lived intangible assets acquired (in millions):

Weighted Average Life

(in years) Gross Carrying Amount

Definite-lived intangible assets:

Customer relationships

Total definite-lived intangible assets

On April 6, 2022, ESG acquired certain intellectual property assets (IP) relating to electric refuse collection bodies from Boivin Evolution Inc.

for $ 30 million, including contingent consideration.

The contingent consideration is based on a percentage of revenues generated from the asset over the earn-out period, which is the earlier of April 6, 2030 or the achievement of the full earn-out of $ 20 million.

If the accumulated earn-out through April 6, 2030 is less than the minimum of $ 5 million, the earn-out period will extend until such time that the minimum earn-out is achieved.

As of Closing Date and December 31, 2024, $ 20 million of contingent consideration was recorded in Other non-current liabilities within the Consolidated Balance Sheet as the payments required under the earn-out are expected to be made beyond twelve months from December 31, 2024.

Acquisition-Related Expenses

The Company has incurred transaction cost directly related to the ESG acquisition of $ 25 million for the year ended December 31, 2024, which is recorded in Other income (expense) - net.

Unaudited Actual and Pro Forma Information

The Company’s consolidated Net sales and Net income attributable to Terex Corporation from October 8, 2024 through December 31, 2024 includes $ 228 million and $ 12 million, respectively, related to the ESG business.

The following unaudited pro forma information has been presented as if the ESG Acquisition occurred on January 1, 2023.

This information is based on historical results of operations, adjusted for acquisition accounting adjustments, and is not necessarily indicative of what the results would have been had the Company operated the business since January 1, 2023, nor does it intend to be a projection of future results.

(in millions, except per share data)

Year Ended December 31,

$ 6,015 $ 5,905

Basic earnings per share net income

Diluted earnings per share net income

The 2024 supplemental pro forma earnings were adjusted to exclude $ 25 million of acquisition-related costs incurred in 2024 and $ 19 million of nonrecurring expense related to the fair value adjustment to acquisition-date inventory.

The 2023 supplemental pro forma earnings were adjusted to include these charges.

2023 and 2022 Acquisitions

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.

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

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.

Total cash consideration transferred was approximately $ 19 million.

These transactions were recorded as business combinations using the acquisition method which requires measurement of identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date.

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See Note H – “Goodwill and Intangible Assets” for additional information regarding goodwill recognized as a result of these acquisitions.

On May 25, 2021, the Company acquired assets to facilitate manufacturing of certain MP products in China.

Total cash consideration transferred was approximately $ 17 million.

The transaction was recorded as an asset acquisition at cost, with the consideration allocated to individual assets acquired.

On November 30, 2021, the Company sold its utility hot line tools business located in South America.

The Company received consideration of $ 5.8 million from the sale at fair value and recognized a gain of $ 6.4 million included in SG&A in the Consolidated Statement of Income (Loss).

Prior to disposition, the results of operations for the hot lines tools business, including any impairment reserves taken, were consolidated within the AWP segment in the consolidated financial statements.

Assets Held for Sale

Long-lived assets expected to be sold or otherwise disposed of within one year are classified as assets held for sale and included in Other assets in the Consolidated Balance Sheet.

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.

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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Effect of dilutive securities:

Restricted stock awards 0.8 0.9 1.2

Restricted stock

Diluted weighted average shares outstanding 67.6 68.3 69.4

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Net income (loss) $ 4.96 $ 7.58 $ 4.32

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.

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.

Non-vested restricted stock awards and restricted stock units (“Restricted Stock”) 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 of approximately 0.1 million were outstanding during the year ended December 31, 2024, 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 outstanding during the year ended December 31, 2023 that would have an anti-dilutive effect.

Weighted average Restricted Stock of approximately 0.1 million were outstanding during the year ended December 31, 2022, 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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Inventories $ 1,147 $ 1,186

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.

Inventory reserves were $ 79 million and $ 71 million at December 31, 2024 and 2023, respectively.

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Balance at December 31, 2022, net

179.0 101.1 280.1

Acquisitions 2 — — 2

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$ 191 $ 99 $ 803 $ 1,093

During the year ended December 31, 2024, the Company recognized goodwill of $ 803 million in connection with the ESG acquisition.

During the year ended December 31, 2023, the Company recognized goodwill of $ 2 million in connection with the MARCO acquisition.

During the year ended December 31, 2022, the Company recognized goodwill of $ 4 million in connection with the Steelweld acquisition and $ 18 million in connection with the ProAll acquisition.

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.

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

The goodwill in connection with the ESG acquisition is assigned to ESG segment.

The goodwill in connection with MARCO, Steelweld and ProAll acquisitions is assigned to the MP segment.

The goodwill recognized for ESG and 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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Customer Relationships 15 858 ( 44 ) 814 36 ( 29 ) 7

14 152 ( 10 ) 142 12 ( 8 ) 4

Land Use Rights

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$ 1,191 $ ( 84 ) $ 1,107 $ 80 $ ( 64 ) $ 16

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, 2024, the Company recognized total definite-lived intangible assets of $ 1,113 million including customer relationships, trade names and technology in connection with the ESG acquisition.

See Note D – “Acquisitions and Dispositions” for additional information regarding the intangible assets recognized.

During the year ended December 31, 2022, the Company recognized customer relationships of $ 1 million with an estimated useful life of three years in connection with the Steelweld acquisition and customer relationships of $ 3 million with an estimated useful life of nine years and trademarks of $ 4 million with an estimated useful life of ten years in connection with the ProAll acquisition.

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Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 9 million and $ 22 million at December 31, 2024 and 2023, respectively.

Commodity swaps outstanding at December 31, 2023 mature on or before November 30, 2024.

Commodity swaps outstanding at December 31, 2024 mature on or before August 31, 2025.

The Company uses commodity swaps to mitigate price risk for hot rolled coil steel.

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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, 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.

Foreign exchange contracts outstanding at December 31, 2024 mature on or before May 2025.

The Company had no foreign exchange contracts outstanding that were designated as cash flow hedging instruments at December 31, 2024.

The Company had $ 5 million notional value of foreign exchange contracts outstanding that were designated as cash flow hedging instruments at December 31, 2023.

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

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Changes in the fair value of these derivative financial instruments are recognized as gains or losses in COGS and Other income (expense) – net in the Consolidated Statement of Income (Loss).

Interest Rate Caps

In October 2021, the Company terminated all outstanding interest rate caps.

The Company used interest rate caps to mitigate its exposure to changes in interest rates related to variable rate debt.

Fair value of interest rate caps were based on the present value of future cash payments and receipts.

Changes in the fair value of interest rate caps were deferred in AOCI.

Gains or losses on interest rate caps were reclassified to Interest expense in the Consolidated Statement of Income (Loss) when the underlying hedged transactions occur.

The following table provides the location and fair value amounts of derivative instruments designated and not designated as hedging instruments that are reported in the Consolidated Balance Sheet (in millions):

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Commodity swaps Other current assets ( 1 ) — 2 —

Cross currency swaps - net investment hedge

Other current assets 7 — — —

Cross currency swaps - net investment hedge

Other non-current assets 7 — — —

Foreign exchange contracts Other current liabilities — — — ( 1 )

Cross currency swaps - net investment hedge Other current liabilities — — ( 5 ) —

Commodity swaps Other current liabilities ( 0.2 ) — ( 1.5 ) —

Cross currency swaps - net investment hedge Other non-current liabilities — — ( 5 ) —

Commodity swaps Other non-current liabilities — — ( 0.4 ) —

Net derivative asset (liability) $ 13 $ — $ ( 8 ) $ 1

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2022 Income Statement Account 2024

Foreign exchange contracts $ 0.4 $ ( 0.1 ) $ ( 0.1 ) Cost of goods sold $ ( 0.2 ) $ 0.1 $ 0.1

Commodity swaps ( 4 ) 5 ( 12 ) Cost of goods sold — ( 2 ) 8

Cross currency swaps - net investment hedges 16 ( 4 ) 2 Selling, general and administrative expenses — — —

Interest rate caps — — 2.9 Interest expense — — ( 1.2 )

Total $ 12 $ 1 $ ( 10 ) Total $ — $ ( 2 ) $ 8

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Gain (loss) reclassified from AOCI into Income (loss):

Foreign exchange contracts ( 0.2 ) 0.1 0.1 — — —

Commodity swaps — ( 2 ) 8 — — —

Interest rate caps — — — — — ( 1.2 )

Amount excluded from effectiveness testing recognized in Income (loss) based on amortization approach:

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See Note M – “Stockholders’ Equity” for unrealized net gains (losses), net of tax, included in AOCI.

Within unrealized net gains (losses) included in AOCI as of December 31, 2023, it is estimated that approximately $ 2 million of losses are expected to be reclassified into earnings in the next twelve months.

Within unrealized net gains (losses) included in AOCI as of December 31, 2024, it is estimated that approximately $ 5 million of gains are expected to be reclassified into earnings in the next twelve months.

NOTE J – LONG-TERM OBLIGATIONS

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5% Senior Notes due May 15, 2029, net of unamortized debt issuance costs of $ 4 and $ 5 million at December 31, 2024 and 2023, respectively

$ 595.0 $ 594.0

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

6.25% Senior Notes due October 15, 2032, net of unamortized debt issuance costs of $ 17 million at December 31, 2024

Credit Agreement – term debt due October 8, 2031 (“New Term Facility”, as defined below), net of unamortized debt issuance costs of $ 20 million and unamortized original issue discount of $ 6 million at December 31, 2024

Secured borrowings 18 19

Finance lease obligations 12 9

Other 0.5 0.3

Total debt 2,584 623

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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.

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:

(i) extension of the term of the Revolver to expire on April 1, 2026, (ii) reinstatement of financial covenants that were waived in 2020, (iii) decrease in the interest rate on the drawn Revolver by 25 basis points and (iv) certain other technical changes, including additional language regarding the potential cessation of LIBOR as a benchmark rate.

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.

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.

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

On January 31, 2017, the Company entered into a Guarantee and Collateral Agreement with CSAG, as collateral agent for the lenders, granting security and guarantees to the lenders for amounts borrowed under the Credit Agreement.

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 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.

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:

incur indebtedness;

create or maintain liens on its property or assets;

make investments, loans and advances;

repurchase shares of its common stock;

engage in acquisitions, mergers, consolidations and asset sales;

and pay dividends and distributions.

If the Company’s borrowings under the Revolver are greater than 30 % of the total revolving credit commitments, the Credit Agreement requires the Company to comply with the following financial tests:

(i) minimum required level of the interest coverage ratio of 2.5 to 1.0 and (ii) maximum permitted level of the senior secured leverage ratio of 2.75 to 1.0.

The Credit Agreement also contains customary default provisions.

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

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.

1 (“Amendment No.

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

The principal changes contained in the Amendment No.

1 relate to the replacement of the adjusted LIBOR with term Secured Overnight Financing Rate.

The Credit Agreement contemplated 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.

On July 21, 2024, the Company and certain of its subsidiaries entered into an Incremental Assumption and Amendment Agreement and Amendment with UBS AG, Stamford Branch ("UBS AG") (the “Incremental Agreement”) relating to the Credit Agreement among the Company, certain of its subsidiaries, the lenders and issuing banks party thereto and CSAG, as administrative agent and collateral agent.

The Incremental Agreement, among other things, established delayed draw term loan commitments in the amount of $ 455 million to be provided by UBS AG as the initial delayed draw term lender.

The Incremental Agreement also amended the Credit Agreement to, among other things, establish the delayed draw term loan commitments and provide for the Company’s acquisition of ESG to be considered a limited condition acquisition pursuant to the Credit Agreement.

On October 8, 2024, the Company entered into an Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No.

2 (the “Amendment No.

2”) to the Credit Agreement dated as of April 1, 2021 (as amended from time to time including by the Amendment No.

2, the “Amended Credit Agreement”), with certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG as successor administrative agent and successor collateral agent.

The Amendment No.

2 (i) increased the size of the Company’s existing revolving credit facilities to $ 800 million and extended the maturity of the Company’s existing revolving credit facilities to expire on October 8, 2029 (the “New Revolving Credit Facilities”) and (ii) provided for a new seven-year term loan facility in an aggregate principal amount of $ 1,250 million with a maturity date of October 8, 2031 (the “New Term Facility” and, together with the New Revolving Credit Facilities, the “New Credit Facilities”).

In addition, the Amended Credit Agreement increased the size of the letter of credit facility.

The Amended Credit Agreement provides for the issuance of letters of credit (the “L/C Facility”) of up to $ 500 million (the utilization of which would decrease availability under the New Revolving Credit Facilities) and permits the Company to have additional secured facilities for the issuance of letters of credit outside of the Amended Credit Agreement (the “Additional L/C Facility”) of up to $ 400 million (the utilization of which would not decrease availability under the New Revolving Credit Facilities).

The aggregate amount of letters of credit which the Company may issue under the L/C Facility and the Additional L/C Facility may not at any time exceed $ 500 million, of which up to $ 400 million may be issued under the Additional L/C Facility.

Borrowings under the New Term Facility will initially bear interest at a per annum rate equal to, at the Company’s option, either (i) Term SOFR, plus 2.00 % or (ii) the applicable base rate, plus 1.00 %, in each case subject to a stepdown of 0.25 % based on achieving and maintaining a first lien net leverage ratio equal to or less than 0.50 x.

The Company elected option (i) Term SOFR, plus 2.00 % as the initial annual interest rate for the New Term Facility.

The Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and default provisions.

The covenants limit, in certain circumstances, the Company’s ability to take a variety of actions, including, but not limited to:

incurring or guaranteeing additional indebtedness or issuing preferred equity;

creating or maintaining liens;

making investments;

pay dividends or make other restricted payments;

consolidating or merging or transferring all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries;

transferring or selling assets, including stock of the Company’s subsidiaries;

and redeeming debt.

In particular, the New Revolving Credit Facilities requires the Company to maintain a first lien net leverage ratio of not more than 3.00 x, which will be tested only if more than 30 % of the total revolving credit commitments extended under the New Revolving Credit Facilities are utilized as of the last day of any fiscal quarter, subject to certain exclusions.

The New Term Facility does not have the benefit of, or have any rights with respect to, the financial maintenance covenant.

The Amended Credit Agreement provides for customary events of default which include, among other things, (subject in certain cases to customary grace and cure periods) defaults based on (i) the failure to make payments under the Indenture when due, (ii) breach of covenants, (iii) the occurrence of a default under other material indebtedness, (iv) a change of control, (v) bankruptcy events and (vi) material judgments.

The Company was in compliance with all covenants contained in the Amended Credit Agreement as of December 31, 2024.

The Company had no Revolver amounts outstanding at December 31, 2024 and 2023.

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.

Letters of credit can be issued under two facilities provided in the Credit Agreement and via bilateral arrangements outside the Credit Agreement.

The Credit Agreement incorporates secured facilities for issuance of letters of credit up to $ 400 million (the “$400 Million Facility”).

Letters of credit issued under the $400 Million Facility decrease availability under the Revolver.

The Credit Agreement also permits the Company to have additional secured facilities for the issuance of letters of credit up to $ 300 million (the “$300 Million Facility”).

Letters of credit issued under the $300 Million Facility do not decrease availability under the Revolver.

Letters of credit can be issued under two facilities provided in the Amended Credit Agreement and via bilateral arrangements outside the Amended Credit Agreement.

The Company also has bilateral arrangements to issue letters of credit with various other financial institutions (the “Bilateral Arrangements”).

The Bilateral Arrangements are not secured under the Credit Agreement and do not decrease availability under the Revolver.

The Bilateral Arrangements are not secured under the Amended Credit Agreement and do not decrease availability under the Revolver.

Letters of credit outstanding (in millions):

4 unchanged sentences

Total $ 95 $ 120

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:

5 % Senior Notes

On January 31, 2017, the Company sold and issued $ 600.0 million aggregate principal amount of Senior Notes Due 2025 (“5-5/8% Notes”) at par in a private offering.

The 5-5/8% Notes were jointly and severally guaranteed by certain of the Company’s domestic subsidiaries.

On March 15, 2021, the Company delivered a notice for the conditional redemption of all of its outstanding 5-5/8% Notes.

On April 5, 2021, the Company redeemed the 5-5/8% Notes in full for $ 622.9 million, including redemption premiums of $ 16.9 million and accrued but unpaid interest of $ 6.0 million.

The Company recorded a loss on early extinguishment of debt related to the redemption of the 5-5/8% Notes of $ 22.5 million in the second quarter of 2021.

5 % Senior Notes

In April 2021, the Company sold and issued $ 600 million aggregate principal amount of Senior Notes Due 2029 (“5% Notes”) at par in a private offering.

The proceeds from the 5% Notes, together with cash on hand, was used:

(i) to fund redemption and discharge of the 5-5/8% Notes and (ii) to pay related premiums, fees, discounts and expenses.

(i) to fund redemption and discharge of 5-5/8% Senior Notes and (ii) to pay related premiums, fees, discounts and expenses.

The 5% Notes are jointly and

severally guaranteed by certain of the Company’s domestic subsidiaries.

The Company may redeem the 5% Notes in whole or in part, on or after May 15, 2024, at the redemption prices set forth in an indenture dated as of April 1, 2021.

6.25% Senior Notes

On October 8, 2024, the Company sold and issued $ 750 million aggregate principal amount of Senior Notes Due 2032 (“6.25% Notes”) at par in a private offering.

The proceeds from the 6.25 % Notes, together with new term loan borrowings under the New Term Facility and cash on hand, were used to consummate the Company’s acquisition of ESG, and to pay the related fees, costs, and expenses.

The 6.25 % Notes are jointly and severally guaranteed by certain of the Company’s domestic subsidiaries.

The proceeds from the offering are presented in Long-term debt in the Consolidated Balance Sheet as of December 31, 2024.

The Company may redeem the 6.25 % Notes in whole or in part, on or after October 15, 2027, at the redemption prices set forth in an indenture dated as of October 8, 2024 (the “Indenture”).

Prior to October 15, 2027, the Company may redeem the 6.25 % Notes, in whole or in part, at a price equal to 100 % of the principal amount thereof plus a “make-whole” premium set forth in the Indenture.

In addition, prior to October 15, 2027, the Company may redeem up to 40 % of the 6.25 % Notes with an amount equal to the proceeds of certain equity offerings.

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.

This arrangement was accounted for as a secured borrowing with a pledge of collateral for the cash proceeds received as the transfer does not meet the criteria for sale accounting.

As a result, the VAT receivables pledged as collateral remain in receivables and a liability of $ 18 million and $ 19 million is presented in Long-term debt in the Consolidated Balance Sheet as of December 31, 2024 and December 31, 2023, respectively.

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

Schedule of Debt Maturities

3 unchanged sentences

Total Debt 2,600

Unamortized original issue discount

Unamortized debt issuance costs ( 40 )

4 unchanged sentences

5% Notes $ 600 0.95000 $ 570

750 0.98000 $ 735

New Term Facility (net of discount)

1,244 1.00250 $ 1,247

2023 Book Value Quote Fair Value

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Operating lease right-of-use assets included within Other assets

$ 126.0 $ 89.4

Current maturities of operating leases included within Other current liabilities

$ 28.4 $ 26.3

Non-current operating leases included within Other liabilities

Non-current operating leases included within Other non-current liabilities

Total operating lease liabilities $ 134 $ 120

53 unchanged sentences

Interest cost 2 2 4 5 — —

Plan amendments — — 0.1 0.5 — —

Settlements — — ( 2 ) — — —

Actuarial loss (gain) (1)

6 unchanged sentences

Actual return on plan assets — — ( 7 ) 3 — —

Settlements — — ( 2 ) — — —

Employer contribution 3 3 8 7 — —

Employee contribution — — 0.3 0.3 — —

Benefits paid ( 3 ) ( 3 ) ( 6 ) ( 5 ) — —

12 unchanged sentences

$ ( 5 ) $ ( 4 ) $ 56 $ 58 $ ( 1 ) $ ( 1 )

(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.

(1) Actuarial gain related to U.S.

pension benefits for the years ended December 31, 2024 was due primarily to higher discount rates when compared to the rate used in the prior year.

Pension Benefits Non-U.S.

15 unchanged sentences

Expected return on plan assets — — — ( 4 ) ( 3 ) ( 5 ) — — —

Recognition of prior service cost — — — 0.2 0.1 0.1 — — —

Amortization of actuarial loss — — — 3 2 1 — — —

9 unchanged sentences

Amortization of actuarial gain (loss) — — ( 2 ) ( 2 ) — —

Amortization of prior service cost — — ( 0.2 ) ( 0.1 ) — —

Foreign exchange effect — — ( 1 ) 3 — —

9 unchanged sentences

Fair value of plan assets $ — $ — $ 82 $ 91

Determination of plan obligations and associated expenses requires the use of actuarial valuations based on certain economic assumptions, which includes discount rates and expected rates of return on plan assets The discount rate enables the Company to estimate the present value of expected future cash flows on the measurement date.

The discount rate enables the Company to estimate the present value of expected future cash flows on the measurement date.

The rate used reflects a rate of return on high-quality fixed income investments that matches the duration of expected benefit payments at the December 31 measurement date.

8 unchanged sentences

Equity investments, multi-asset investment funds and real estate investments that invest in a diversified range of property principally in the retail, office and industrial/warehouse sectors constitute approximately 3 % and 10 % of the portfolio at December 31, 2024 and 2023, respectively.

Investments of the plans primarily include investments in companies from diversified industries with 96 % invested internationally and 4 % invested in North America.

Investments of the plans primarily include investments in companies from diversified industries with 100 % invested internationally.

The target investment allocations to support the Company’s investment strategy for 2025 are approximately 89 % to 90 % fixed income securities and approximately 10 % to 11 % equity securities, multi-asset investment funds and real estate investments.

8 unchanged sentences

Cash, including money market funds $ 2 $ 2 $ — $ —

equities 3.7 — 3.7 —

equities 2.2 — 2.2 —

corporate bond funds 2 — 2 —

36 unchanged sentences

2029-2033 12 29 —

2026 $ 2.5 $ 5.9 $ 0.1

2027 $ 2.5 $ 6.0 $ 0.1

2028 $ 2.5 $ 6.1 $ 0.1

2029-2033 $ 11.9 $ 31.9 $ 0.4

For the other benefits, for measurement purposes, a 6.50 % rate of increase in the per capita cost of covered health care benefits was assumed for 2023, dropping to 6 % in 2024 and then decreasing one-half percentage point per year until it reaches 4.50 % for 2027 and thereafter.

For the other benefits, for measurement purposes, a 10.50 % rate of increase in the per capita cost of covered health care benefits was assumed for 2024, which remains at 10.50 % in 2025 and then trends down 0.75% per year until it reaches 4.50% for 2033 and thereafter.

A one-percentage-point change in assumed health care cost trend rates would not have a material effect on total service and interest cost components or post-retirement benefit obligation.

14 unchanged sentences

As of December 31, 2024, 2.1 million shares were available for grant under the 2018 Plan.

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.

During the year ended December 31, 2024, the Company awarded 0.5 million shares of Restricted Stock to its employees with a weighted average fair value of $ 59.62 per share.

Approximately 63 % of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants.

14 unchanged sentences

Grant date fair value per share $ 67.70 $ 63.33 $ 44.25

The following table is a summary of restricted stock awards under all of the Company’s plans:

The following table is a summary of Restricted Stock under all of the Company’s plans:

Restricted Stock

Awards Weighted

Average Grant

8 unchanged sentences

As of December 31, 2024, unrecognized compensation costs related to restricted stock totaled approximately $ 36 million, which will be expensed over a weighted average period of 1.7 years.

The grant date weighted average fair value for restricted stock awards during the years ended December 31, 2023, 2022 and 2021 was $ 57.53 , $ 40.16 and $ 44.26 , respectively.

The total fair value of shares vested for restricted stock awards was $ 31.0 million, $ 31.2 million and $ 23.0 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The grant date weighted average fair value for Restricted Stock during the years ended December 31, 2024, 2023 and 2022 was $ 59.62 , $ 57.53 and $ 40.16 , respectively.

The total fair value of shares vested for Restricted Stock was $ 45 million, $ 31 million and $ 31 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Tax benefits associated with stock-based compensation were $ 6 million, $ 6 million and $ 5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

36 unchanged sentences

Share Repurchases

In July 2018, Terex’s Board of Directors authorized the repurchase up to $ 300 million of the Company’s outstanding shares of common stock.

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.

In July 2018, Terex’s Board of Directors (“Board”) authorized the repurchase up to $ 300 million of the Company’s outstanding shares of common stock.

In December 2022, Terex’s Board authorized the additional repurchase of 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 these programs.

3 unchanged sentences

2,862,650 $ 97

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

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

Year First Quarter Second Quarter Third Quarter Fourth Quarter

2 unchanged sentences

$ 0.13 $ 0.13 $ 0.13 $ 0.13

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.

In February 2025, Terex’s Board declared a dividend of $ 0.17 per share, which will be paid on March 19, 2025 to the Company’s stockholders of record as of March 7, 2025.

NOTE N – LITIGATION AND CONTINGENCIES

11 unchanged sentences

SAB went into bankruptcy and may not have actually remitted to Espirito Santo the ICMS tax amounts paid to it by TLA.

The Brazilian state of Sao Paulo challenged the credit against Sao Paolo ICMS that TLA claimed and assessed unpaid ICMS tax, penalties and related interest in the amount of approximately BRL 114 million ($ 24 million).

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 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 Brazilian state of Sao Paulo challenged the credit against Sao Paolo ICMS that TLA claimed.

This matter was settled for an immaterial amount in April 2024.

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

38 unchanged sentences

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