What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-05-02 compared with 2024-10-30 · 230 added, 333 removed, 483 unchanged (54% of the section changed)

4 unchanged sentences

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024 2023 2024 2023

Net sales $ 1,229 $ 1,292

2 unchanged sentences

Selling, general and administrative expenses ( 161 ) ( 139 )

Income (loss) from operations 122 163 473 521

Operating profit

Other income (expense)

2 unchanged sentences

Other income (expense) – net ( 2 ) ( 10 )

Income (loss) from continuing operations before income taxes 99 149 410 474

Income (loss) before income taxes

(Provision for) benefit from income taxes ( 5 ) ( 28 )

Income (loss) from continuing operations 88 119 337 389

Gain (loss) on disposition of discontinued operations – net of tax — — — 2

Net income (loss) $ 21 $ 109

Basic earnings (loss) per share:

Income (loss) from continuing operations $ 1.32 $ 1.77 $ 5.03 $ 5.75

Gain (loss) on disposition of discontinued operations – net of tax — — — 0.04

Net income (loss) $ 1.32 $ 1.77 $ 5.03 $ 5.79

Diluted earnings (loss) per share:

Income (loss) from continuing operations $ 1.31 $ 1.75 $ 4.98 $ 5.69

Gain (loss) on disposition of discontinued operations – net of tax — — — 0.03

Net income (loss) $ 1.31 $ 1.75 $ 4.98 $ 5.72

Earnings (loss) per share

Basic $ 0.32 $ 1.62

Diluted $ 0.31 $ 1.60

Weighted average number of shares outstanding in per share calculation

6 unchanged sentences

(in millions, except par value)

September 30,

2025 December 31,

1 unchanged sentence

Cash and cash equivalents $ 298 $ 388

Receivables (net of allowance of $ 10 and $ 8 at September 30, 2024 and December 31, 2023, respectively)

Receivables (net of allowance of $ 10 and $ 9 at March 31, 2025 and December 31, 2024, respectively)

Inventories 1,204 1,147

21 unchanged sentences

Common stock, $ 0.01 par value – authorized 300.0 shares;

issued 85.1 and 84.6 shares at September 30, 2024 and December 31, 2023, respectively

issued 85.5 and 85.1 shares at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 919 921

1 unchanged sentence

Accumulated other comprehensive income (loss) ( 350 ) ( 382 )

Less cost of shares of common stock in treasury – 19.1 and 18.5 shares at September 30, 2024 and December 31, 2023

Less cost of shares of common stock in treasury – 20.0 and 19.4 shares at March 31, 2025 and December 31, 2024

( 700 ) ( 672 )

25 unchanged sentences

65.5 $ 1 $ 919 $ 1,974 $ ( 350 ) $ ( 700 ) $ 1,844

Net income (loss) — — — 141 — — 141

Other comprehensive income (loss) – net of tax — — — — ( 27 ) — ( 27 )

Issuance of common stock related to compensation — — 1 — — — 1

Compensation under stock-based plans – net — — 8 — — — 8

Dividends — — — ( 12 ) — — ( 12 )

Acquisition of treasury stock ( 0.3 ) — — — — ( 19 ) ( 19 )

Balance at June 30, 2024

66.3 $ 1 $ 909 $ 1,901 $ ( 343 ) $ ( 644 ) $ 1,824

Net income (loss) — — — 88 — — 88

Other comprehensive income (loss) – net of tax — — — — 64 — 64

Issuance of common stock related to compensation — — 1 — — — 1

Compensation under stock-based plans – net — — 4 — — — 4

Dividends — — — ( 11 ) — — ( 11 )

Acquisition of treasury stock ( 0.3 ) — — — — ( 12 ) ( 12 )

Other — — — ( 1 ) — — ( 1 )

Balance at September 30, 2024

66.0 $ 1 $ 914 $ 1,977 $ ( 279 ) $ ( 656 ) $ 1,957

Shares Common

18 unchanged sentences

66.6 $ 1 $ 900 $ 1,772 $ ( 316 ) $ ( 625 ) $ 1,732

Net income (loss) — — — 159 — — 159

Other comprehensive income (loss) – net of tax — — — — 10 — 10

Compensation under stock-based plans – net — — 10 — — — 10

Dividends — — — ( 10 ) — — ( 10 )

Acquisition of treasury stock ( 0.6 ) — — — — ( 32 ) ( 32 )

Balance at June 30, 2023

66.7 $ 1 $ 879 $ 1,452 $ ( 305 ) $ ( 595 ) $ 1,432

Net income (loss) — — — 119 — — 119

Other comprehensive income (loss) – net of tax — — — — ( 52 ) — ( 52 )

Compensation under stock-based plans – net — — 9 — — — 9

Dividends — — — ( 12 ) — — ( 12 )

Balance at September 30, 2023

66.7 $ 1 $ 888 $ 1,559 $ ( 357 ) $ ( 595 ) $ 1,496

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

2 unchanged sentences

(in millions)

Nine Months Ended

September 30,

Three Months Ended

Operating Activities

33 unchanged sentences

Basis of Presentation and Principles of Consolidation.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) for interim financial information and instructions to Form 10-Q and Article 10 of Regulation S-X.

9 unchanged sentences

Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature.

Operating results for the three and nine months ended September 30, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024.

Operating results for the three months ended March 31, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.

Accounting Standards to be Implemented.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

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

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

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

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

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

While adoption will result in additional disclosure, the Company does not expect adoption to have a material effect on its consolidated financial statements.

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

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, Income Taxes (Topic 740):

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

1 unchanged sentence

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.

Receivables and Allowance for Doubtful Accounts.

Receivables include $ 577 million and $ 494 million of trade accounts receivable at September 30, 2024 and December 31, 2023, respectively.

Receivables include $ 700 million and $ 560 million of trade accounts receivable at March 31, 2025 and December 31, 2024, respectively.

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

5 unchanged sentences

Provision for credit losses 1

Balance as of September 30, 2024

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

Balance as of March 31, 2025

Revenue Recognition.

The Company estimated that $ 30 million and $ 20 million at March 31, 2025 and December 31, 2024, respectively, 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 56 % of the Company’s unsatisfied (or partially satisfied) performance obligations as revenue through 2026, 20 % in 2027, and 15 % in 2028, with the remaining balance to be recognized in 2029 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 March 31, 2025 and December 31, 2024.

March 31, 2025 December 31, 2024

Contract liabilities - current

Contract liabilities - non-current

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.

Confirmed obligation amounts outstanding were $ 2 million at September 30, 2024.

There were no confirmed obligations outstanding at December 31, 2023.

Confirmed obligation amounts outstanding were $ 36 million and $ 25 million at March 31, 2025 and December 31, 2024, respectively.

Confirmed obligation amounts outstanding were included in Trade accounts payable in the Company’s Condensed Consolidated Balance Sheet.

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

1 unchanged sentence

Reserves are recorded for expected loss over the contractual period of risk exposure.

See Note L – “Litigation and Contingencies” for additional information regarding guarantees issued to financial institutions.

See Note K – “Litigation and Contingencies” for additional information regarding guarantees issued to financial institutions.

Accrued Warranties .

15 unchanged sentences

Foreign exchange effect/other 1

Balance as of September 30, 2024

Balance as of March 31, 2025

Fair Value Measurements.

11 unchanged sentences

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, minerals and materials management, construction, waste and recycling, and the entertainment industry.

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

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.

1 unchanged sentence

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.

Effective January 1, 2025, the Company reports its business in the following reportable segments:

(i) Materials Processing (“MP”), (ii) Aerials and (iii) Environmental Solutions (“ES”).

The Company’s Environmental Solutions Group (“ESG”) and Utilities operating segments share similar economic characteristics and are aggregated into one reportable segment, ES.

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.

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

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 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.

Aerials designs, manufactures, services and markets aerial work platform equipment and telehandlers as well as their related components and replacement parts.

ES designs, manufactures, services and markets waste, recycling and utility equipment and solutions, including refuse collection bodies, hydraulic cart lifters, automated carry cans, compaction, balers, recycling equipment, digger derricks, insulated aerial devices, self-propelled articulating insulated booms, and 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, and for construction and maintenance of transmission and distribution lines, tree trimming, and foundation drilling applications.

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

1 unchanged sentence

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.

Business segment information is presented below (in millions):

Three Months Ended

September 30,

Nine Months Ended

September 30,

Three Months Ended March 31, 2025

Net sales $ 382 $ 450 $ 399 $ 1,231

Reconciliation of net sales

Corporate and Other / Eliminations ( 2 )

Consolidated net sales

Cost of goods sold

301 390 311 1,002

MP $ 444 $ 541 $ 1,463 $ 1,672

AWP 769 751 2,423 2,262

Compensation expense

Other segment items (2)

Segment operating profit

$ 36 $ 2 $ 56 $ 94

Reconciliation of operating profit

Corporate and Other / Eliminations ( 25 )

Total $ 1,212 $ 1,290 $ 3,886 $ 3,929

Income (loss) from operations

MP $ 56 $ 92 $ 205 $ 275

AWP 83 93 324 310

Consolidated operating profit

(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, professional services, travel & entertainment, depreciation & amortization, property & utilities, selling & marketing, research & development and communication & software expenses.

Individually, each of these categories represents an insignificant amount.

Three Months Ended March 31, 2024

Net sales $ 520 $ 623 $ 151 $ 1,294

Reconciliation of net sales

Corporate and Other / Eliminations ( 2 )

Consolidated net sales

Cost of goods sold

398 479 122 999

Compensation expense

Other segment items (2)

Segment operating profit

$ 72 $ 92 $ 15 $ 179

Reconciliation of operating profit

Corporate and Other / Eliminations ( 21 )

Consolidated operating profit

(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.

Three Months Ended

Depreciation and amortization

Corporate 4 2

Total $ 39 $ 15

September 30,

Capital expenditures

Corporate 2 2

Total $ 36 $ 35

2025 December 31,

6 unchanged sentences

Three Months Ended

September 30, 2024

Three Months Ended

September 30, 2023

MP AWP Corporate and Other / Eliminations Total MP AWP Corporate and Other / Eliminations Total

March 31, 2025

ES Corporate and Other / Eliminations Total

Net sales by region

6 unchanged sentences

(1) Includes intercompany sales and eliminations.

(2) Total sales include $ 748 million and $ 717 million for the three months ended September 30, 2024 and 2023, respectively, attributable to the U.S., the Company’s country of domicile.

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

MP AWP Corporate and Other / Eliminations Total MP AWP Corporate and Other / Eliminations Total

(2) Total sales for all segments in the aggregate include $ 817 million for the three months ended March 31, 2025 attributable to the U.S., the Company’s country of domicile.

Three Months Ended

March 31, 2024

ES Corporate and Other / Eliminations Total

Net sales by region

6 unchanged sentences

(1) Includes intercompany sales and eliminations.

(2) Total sales include $ 2.3 billion and $ 2.1 billion for the nine months ended September 30, 2024 and 2023, respectively, attributable to the U.S., the Company’s country of domicile.

(2) Total sales for all segments in the aggregate include $ 733 million for the three months ended March 31, 2024 attributable to the U.S., the Company’s country of domicile.

The Company attributes sales to unaffiliated customers in different geographical areas based on the location of the customer.

1 unchanged sentence

Three Months Ended

September 30, 2024

Three Months Ended

September 30, 2023

MP AWP Corporate and Other / Eliminations Total MP AWP Corporate and Other / Eliminations Total

March 31, 2025

ES Corporate and Other / Eliminations Total

Net sales by product type

3 unchanged sentences

Utility Equipment — — 132 — 132

ESG Equipment

— — 243 — 243

— 64 24 ( 2 ) 86

Total $ 382 $ 450 $ 399 $ ( 2 ) $ 1,229

(1) Includes other product types, intercompany sales and eliminations.

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

MP AWP Corporate and Other / Eliminations Total MP AWP Corporate and Other / Eliminations Total

Three Months Ended

March 31, 2024

MP Aerials ES Corporate and Other / Eliminations Total

Net sales by product type

3 unchanged sentences

Utility Equipment — — 151 — 151

ESG Equipment — — — — —

— 81 — ( 2 ) 79

2 unchanged sentences

NOTE C – INCOME TAXES

During the three months ended September 30, 2024, the Company recognized income tax expense of $ 11 million on income of $ 99 million, an effective tax rate of 11.1 %, as compared to income tax expense of $ 30 million on income of $ 149 million, an effective tax rate of 20.0 %, for the three months ended September 30, 2023.

The lower effective tax rate for the three months ended September 30, 2024 when compared with the three months ended September 30, 2023 is primarily due to an increase in favorable discrete items, partially offset by higher tax related to geographic distribution of income.

During the nine months ended September 30, 2024, the Company recognized income tax expense of $ 73 million on income of $ 410 million, an effective tax rate of 17.8 %, as compared to income tax expense of $ 85 million on income of $ 474 million, an effective tax rate of 18.0 %, for the nine months ended September 30, 2023.

The lower effective tax rate for the nine months ended September 30, 2024 when compared with the nine months ended September 30, 2023 is primarily due to an increase in favorable discrete items.

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.

A number of countries in which we operate have adopted legislation, many of which are effective in 2024 subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation.

In addition, the OECD continues to issue guidance on this matter.

The Company has determined the impact of enacted Pillar Two legislation on its financial statements is not material.

The Company will continue to evaluate the financial statement impacts as additional Pillar Two rules are enacted and OECD guidance is issued.

During the three months ended March 31, 2025, the Company recognized income tax expense of $ 5 million on income of $ 26 million, an effective tax rate of 20.3 %, as compared to income tax expense of $ 28 million on income of $ 137 million, an effective tax rate of 20.5 %, for the three months ended March 31, 2024.

The lower effective tax rate for the three months ended March 31, 2025 when compared with the three months ended March 31, 2024 is primarily due to lower tax related to geographic distribution of income.

NOTE D – ACQUISITIONS

On October 8, 2024 (the “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 ESG from Dover for a purchase price of $ 2 billion in cash, subject to customary closing adjustments to be finalized after the Closing Date.

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 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.

The transaction will be 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 will be calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized.

The initial accounting for the transaction is not complete due to the proximity of the Closing Date of the acquisition to the date of this filing.

The Company is therefore unable to disclose certain information including the provisional fair value estimates of the identifiable net assets acquired and goodwill at this time.

Additionally, the Company did not present the supplemental pro forma information for this transaction since it is impracticable to prepare such financial statements considering the timing of the transaction.

The Company will provide a preliminary purchase price allocation and pro forma financial information within its Annual Report on Form 10-K for the year ended December 31, 2024.

During the three and nine months ended September 30, 2024, the Company recognized transaction costs of $ 7 million and $ 10 million, respectively, which are recorded within Other income (expense) – net, in the Condensed Consolidated Statement of Comprehensive Income (Loss).

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

ESG's industry leading 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 turnkey 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.

See Note J – “Long-Term Obligations” for definition of the New Term Facility and 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.

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

Total cash consideration was approximately $ 6 million.

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, certain tax positions require further analysis and were not yet final as of March 31, 2025.

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.

Goodwill recognized as a result of this acquisition was immaterial.

The results of operations associated with the business are consolidated within the MP segment in the Condensed Consolidated Financial Statements from the date of acquisition.

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 assets acquired

Trade accounts payable

Other current liabilities

Other non-current liabilities

Total liabilities assumed

Net assets acquired

During the first quarter of 2025, additional adjustments to fair value of inventory and intangibles were recorded.

These adjustments do not have a material effect on our Condensed Consolidated Financial Statements.

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

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.

In April 2025, the purchase price was finalized following a post-closing adjustment agreed upon with Dover, resulting in a $ 10 million reduction in both the purchase price and goodwill.

Goodwill of $ 792 million resulting from the acquisition was assigned to the ES 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

Unaudited Pro Forma Information

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)

Three Months Ended

March 31, 2024

Basic earnings per share net income

Diluted earnings per share net income

NOTE E – EARNINGS PER SHARE

(in millions, except per share data) Three Months Ended

September 30,

Nine Months Ended

September 30,

2024 2023 2024 2023

Income (loss) from continuing operations

$ 88 $ 119 $ 337 $ 389

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

Three Months Ended

(in millions, except per share data)

Net income (loss) $ 21 $ 109

Basic shares:

Weighted average shares outstanding

Earnings (loss) per share – basic:

Income (loss) from continuing operations $ 1.32 $ 1.77 $ 5.03 $ 5.75

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

Net income (loss) $ 1.32 $ 1.77 $ 5.03 $ 5.79

Diluted shares:

Weighted average shares outstanding – basic 66.9 67.4 67.0 67.6

Effect of dilutive securities:

Restricted stock

Earnings (loss) per share

$ 0.32 $ 1.62

Basic weighted average shares outstanding

Effect of dilutive restricted stock

Diluted weighted average shares outstanding 66.9 67.9

Earnings (loss) per share – diluted:

Income (loss) from continuing operations $ 1.31 $ 1.75 $ 4.98 $ 5.69

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

Net income (loss) $ 1.31 $ 1.75 $ 4.98 $ 5.72

Earnings (loss) per share

$ 0.31 $ 1.60

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 three months ended September 30, 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 Awards outstanding during the three months ended September 30, 2023 that would have an anti-dilutive effect.

Weighted average Restricted Stock of approximately 0.1 million and 0.3 million were outstanding during the nine months ended September 30, 2024 and 2023, 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.

Weighted average Restricted Stock of approximately 0.5 million and 0.3 million were outstanding during the three months ended March 31, 2025 and 2024, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

NOTE F – INVENTORIES

Inventories consist of the following (in millions):

September 30,

2025 December 31,

4 unchanged sentences

Inventories $ 1,204 $ 1,147

Inventory reserves were $ 76 million and $ 71 million at September 30, 2024 and December 31, 2023, respectively.

Inventory reserves were $ 82 million and $ 79 million at March 31, 2025 and December 31, 2024, respectively.

NOTE G – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment – net consist of the following (in millions):

September 30,

2025 December 31,

9 unchanged sentences

An analysis of changes in the Company’s goodwill by business segment is as follows (in millions):

MP Aerials ES Total

Balance at December 31, 2024, gross

2 unchanged sentences

Balance at December 31, 2024, net

191 99 803 $ 1,093

Foreign exchange effect and other 3 1 ( 11 ) ( 7 )

Balance at September 30, 2024, gross

Balance at March 31, 2025, gross

217 139 792 1,148

Accumulated impairment ( 23 ) ( 39 ) — ( 62 )

Balance at September 30, 2024, net

Balance at March 31, 2025, net

$ 194 $ 100 $ 792 $ 1,086

Intangible assets, net were comprised of the following (in millions):

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Weighted Average Life

3 unchanged sentences

Customer relationships

15 859 ( 58 ) 801 858 ( 44 ) 814

14 152 ( 13 ) 139 152 ( 10 ) 142

Land use rights

3 unchanged sentences

$ 1,192 $ ( 104 ) $ 1,088 $ 1,191 $ ( 84 ) $ 1,107

Three Months Ended September 30,

Nine Months Ended

September 30,

Three Months Ended

(in millions) 2025 2024

11 unchanged sentences

Commodity Swaps

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 11 million and $ 22 million at September 30, 2024 and December 31, 2023, respectively.

Commodity swaps outstanding at September 30, 2024 mature on or before August 31, 2025.

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 5 million and $ 9 million at March 31, 2025 and December 31, 2024, respectively.

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

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

3 unchanged sentences

Cross Currency Swaps

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 280 million and $ 250 million at September 30, 2024 and December 31, 2023, respectively.

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 480 million and $ 466 million at March 31, 2025 and December 31, 2024, respectively.

The Company uses these cross currency swaps to mitigate its exposure to changes in foreign currency exchange rates related to a net investment in a Euro-denominated functional currency subsidiary.

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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 September 30, 2024 mature on or before December 31, 2024.

The Company had no foreign exchange contracts outstanding that were designated as cash flow hedging instruments at September 30, 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.

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

The Company had $ 357 million and $ 300 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at September 30, 2024 and December 31, 2023, respectively.

Foreign exchange contracts outstanding at March 31, 2025 mature on or before May 30, 2025.

The Company had $ 205 million and $ 314 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at March 31, 2025 and December 31, 2024, respectively.

The majority of gains and losses recognized from foreign exchange contracts not designated as hedging instruments are offset by changes in the underlying exposures the contracts are intended to mitigate, resulting in no material net impact on earnings.

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 Condensed Consolidated Statement of Comprehensive Income (Loss).

The Company had no foreign exchange contracts outstanding that were designated as cash flow hedging instruments at March 31, 2025 and December 31, 2024.

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 Condensed Consolidated Balance Sheet (in millions):

September 30,

2025 December 31,

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Cross currency swaps - net investment hedge Other current assets 4 — 7 —

Commodity swaps Other current assets — — 2 —

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

Cross currency swaps - net investment hedge Other current liabilities ( 6 ) — ( 5 ) —

Cross currency swaps - net investment hedge Other non-current assets — — 7 —

Commodity swaps Other current liabilities — — ( 1 ) —

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Instrument Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024 Income Statement Account Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

Commodity swaps ( 1 ) ( 4 ) Cost of goods sold — 1

Cross currency swaps - net investment hedge ( 8 ) ( 1 ) Selling, general and administrative expenses — —

Total $ ( 9 ) $ ( 5 ) Total $ — $ 1

Gain (Loss) Recognized on Derivatives in OCI, net of tax Gain (Loss) Reclassified from AOCI into Income (Loss)

Instrument Three Months Ended

September 30, 2023

Nine Months Ended

September 30, 2023

Income Statement Account Three Months Ended

September 30, 2023

Nine Months Ended

September 30, 2023

Foreign exchange contracts $ 1 $ — Cost of goods sold $ — $ —

March 31, 2025

Three Months Ended

March 31, 2024 Income Statement Account Three Months Ended

March 31, 2025

Three Months Ended

March 31, 2024

Commodity swaps $ 1 $ ( 1 ) Cost of goods sold $ ( 1 ) $ —

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Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

March 31, 2025

Three Months Ended

September 30, 2024

Nine Months Ended

September 30, 2024

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 967 ) $ ( 3,015 ) $ ( 13 ) $ ( 44 )

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

Commodity swaps — 1 — —

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

Cross currency swaps - net investment hedge — — 1 3

Total $ — $ 1 $ 1 $ 3

Classification and amount of Gain (Loss) Recognized in Income (Loss)

Cost of goods sold Interest expense

March 31, 2024

Three Months Ended

September 30, 2023

Nine Months Ended

September 30, 2023

March 31, 2025

Three Months Ended

September 30, 2023

Nine Months Ended

September 30, 2023

March 31, 2024

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 999 ) $ ( 995 ) $ ( 43 ) $ ( 15 )

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Three Months Ended

September 30,

Nine Months Ended

September 30,

Instrument Income Statement Account 2025

Foreign exchange contracts Cost of goods sold $ 1 $ ( 1 )

Foreign exchange contracts Other income (expense) – net — ( 3 ) ( 1 ) ( 3 )

Total $ 1 $ ( 1 )

4 unchanged sentences

Management continues to monitor counterparty risk and believes the risk of incurring losses on derivative contracts related to credit risk is unlikely and any losses would be immaterial.

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 September 30, 2024, it is estimated that approximately $ 4 million of losses are expected to be reclassified into earnings in the next twelve months.

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

Within unrealized net gains (losses) included in AOCI as of March 31, 2025, it is estimated that approximately $ 3 million of gains are expected to be reclassified into earnings in the next twelve months.

NOTE J – LONG-TERM OBLIGATIONS

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1 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.

As of September 30, 2024, the Credit Agreement required the Company to comply with a number of covenants which limited, 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 were greater than 30 % of the total revolving credit commitments, the Credit Agreement required 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 contained customary default provisions.

The Company was in compliance with all covenants contained in the Credit Agreement as of September 30, 2024.

The Company had no Revolver amounts outstanding at September 30, 2024 and December 31, 2023, respectively.

The Company obtains letters of credit that generally serve as collateral for certain liabilities included in the Condensed 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.

As of September 30, 2024, the Credit Agreement incorporated 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 permitted 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.

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.

Letters of credit outstanding (in millions):

September 30, 2024 December 31, 2023

$400 Million Facility $ — $ —

$300 Million Facility 61 72

Bilateral Arrangements 58 48

Total $ 119 $ 120

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.

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 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.

2”) to the Credit Agreement dated as of April 1, 2021 (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”).

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”, 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.

1 unchanged sentence

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 initially bear interest at a per annum rate equal to Term SOFR, plus 2.00 % 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 Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and default provisions.

3 unchanged sentences

making investments;

pay dividends or make other restricted payments;

paying dividends or making 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;

4 unchanged sentences

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 March 31, 2025.

The Company had no Revolver amounts outstanding at March 31, 2025 and December 31, 2024, respectively.

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 Amended Credit Agreement and do not decrease availability under the Revolver.

Letters of credit outstanding (in millions):

March 31, 2025 December 31, 2024

$500 Million Facility

$400 Million Facility

Bilateral Arrangements 48 48

Total $ 104 $ 95

5% Senior Notes

In Apri1 2021, the Company sold and issued $ 600 million aggregate principal amount of Senior Notes Due 2029 (“5% Notes”) at par in a private offering.

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 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 5 % 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 Condensed Consolidated Balance Sheet as of March 31, 2025 and December 31, 2024.

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.

3 unchanged sentences

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

The proceeds from the offering will be included in the Consolidated Balance Sheet in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of March 31, 2025 and 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”).

3 unchanged sentences

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

As a result, the VAT receivables pledged as collateral remain in receivables and the liability associated with the cash proceeds of $ 19 million are presented in long term debt in the Condensed Consolidated Balance Sheet as of September 30, 2024 and 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 $ 19 million and $ 18 million are presented in long term debt in the Condensed Consolidated Balance Sheet as of March 31, 2025 and December 31, 2024, 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.

Fair Value of Debt

The Company estimates the fair value of its debt set forth below as of September 30, 2024, as follows (in millions, except for quotes):

The Company estimates the fair value of its debt set forth below as of March 31, 2025, as follows (in millions, except for quotes):

Book Value Quote Fair Value

5% Notes $ 600 0.95375 $ 572

750 0.97000 728

New Term Facility (net of discount)

1,244 1.00000 1,244

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

2 unchanged sentences

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

NOTE K – RETIREMENT PLANS AND OTHER BENEFITS

The Company maintains defined benefit plans in France, Germany, India, Switzerland and the United Kingdom for some of its subsidiaries, as well as a nonqualified Supplemental Executive Retirement Plan in the U.S.

In Italy and Mexico, there are mandatory termination indemnity plans providing a benefit that is payable upon termination of employment in substantially all cases of termination.

The Company has several non-pension post-retirement benefit programs, including health and life insurance benefits to certain former salaried and hourly employees.

Information regarding the Company’s plans, including the U.S.

SERP, is as follows (in millions):

Three Months Ended

September 30,

Nine Months Ended

September 30,

2024 2023 2024 2023

Pension Non-U.S.

Components of net periodic cost:

Service cost $ — $ — $ — $ — $ — $ 1 $ — $ —

Interest cost — 1 — 1 1 4 1 3

Expected return on plan assets

— ( 1 ) — ( 1 ) — ( 3 ) — ( 2 )

Amortization of actuarial (gain) loss

— 1 — 1 — 2 — 2

Net periodic cost $ — $ 1 $ — $ 1 $ 1 $ 4 $ 1 $ 3

Components of Net periodic cost other than the Service cost component are included in Other income (expense) - net in the Condensed Consolidated Statement of Comprehensive Income (Loss).

The Service cost component is included in the same line item or items as other compensation costs arising from services rendered by pertinent employees during the period.

NOTE L – LITIGATION AND CONTINGENCIES

NOTE K – LITIGATION AND CONTINGENCIES

The Company is involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial, intellectual property and tax litigation, which have arisen in the normal course of operations.

5 unchanged sentences

However, outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities which could have a material adverse effect on its results of operations.

Terex Latin América Equipamentos Ltda ICMS Proceedings

Terex Latin America Equipamentos Ltda (“TLA”) imports Terex products into Brazil through the state of Espirito Santo to its facility in Sao Paulo.

For the 2004 through March 2009 period, TLA used a third-party trading company, SAB, as an agent to process the importation of Terex products.

TLA properly paid the Espirito Santo ICMS tax (Brazilian state value-added tax) to SAB for payment to Espirito Santo, which would produce an ICMS credit to be used against imposition of Sao Paolo ICMS tax.

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.

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.

4 unchanged sentences

however, it cannot be reasonably estimated due to limited availability of the unique facts and circumstances of each arrangement, such as whether changes have been made to the structure of the contractual obligation between the funder and customer.

For credit guarantees outstanding as of September 30, 2024 and December 31, 2023, the maximum exposure determined was $ 81 million and $ 89 million, respectively.

For credit guarantees outstanding as of March 31, 2025 and December 31, 2024, the maximum exposure determined was $ 69 million and $ 72 million, respectively.

Terms of these guarantees coincide with the financing arranged by the customer and generally do not exceed five years .

The allowance for credit losses on credit guarantees was $ 7 million and $ 5 million at September 30, 2024 and December 31, 2023, respectively.

The allowance for credit losses on credit guarantees was $ 7 million at March 31, 2025 and December 31, 2024.

There can be no assurance that historical experience in used equipment markets will be indicative of future results.

The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in used equipment markets at the time of loss.

NOTE M – STOCKHOLDERS’ EQUITY

NOTE L – STOCKHOLDERS’ EQUITY

Changes in Accumulated Other Comprehensive Income (Loss)

The table below presents changes in AOCI by component for the three and nine months ended September 30, 2024 and 2023.

The table below presents changes in AOCI by component for the three months ended March 31, 2025 and 2024.

All amounts are net of tax (in millions).

Three Months Ended

September 30, 2024

March 31, 2025

Three Months Ended

September 30, 2023

March 31, 2024

CTA Derivative Hedging Adj.

13 unchanged sentences

$ ( 292 ) $ ( 6 ) $ ( 2 ) $ ( 50 ) $ ( 350 ) $ ( 262 ) $ ( 1 ) $ ( 3 ) $ ( 50 ) $ ( 316 )

Nine Months Ended

September 30, 2024

Nine Months Ended

September 30, 2023

CTA Derivative Hedging Adj.

Debt & Equity Securities Adj.

Pension Liability Adj.

Total CTA Derivative Hedging Adj.

Debt & Equity Securities Adj.

Pension Liability Adj.

Beginning balance $ ( 228 ) $ ( 5 ) $ ( 3 ) $ ( 51 ) $ ( 287 ) $ ( 286 ) $ ( 6 ) $ ( 4 ) $ ( 46 ) $ ( 342 )

Other comprehensive income (loss) before reclassifications

13 ( 4 ) 1 ( 3 ) 7 ( 25 ) 6 — ( 1 ) ( 20 )

Amounts reclassified from AOCI

— ( 1 ) — 2 1 — 3 — 2 5

Net other comprehensive income (loss)

13 ( 5 ) 1 ( 1 ) 8 ( 25 ) 9 — 1 ( 15 )

Ending balance $ ( 215 ) $ ( 10 ) $ ( 2 ) $ ( 52 ) $ ( 279 ) $ ( 311 ) $ 3 $ ( 4 ) $ ( 45 ) $ ( 357 )

Stock-Based Compensation

During the nine months ended September 30, 2024, the Company awarded 0.5 million shares of Restricted Stock to its employees with a weighted average fair value of $ 60.13 per share.

During the three months ended March 31, 2025, the Company awarded 0.9 million shares of Restricted Stock to its employees with a weighted average fair value of $ 40.96 per share.

Approximately 62 % of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants.

14 unchanged sentences

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

In December 2022, Terex’s Board authorized the repurchase of up to $ 150 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.

Nine Months Ended

Three Months Ended

Total Number of

1 unchanged sentence

(in millions)

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

Year First Quarter Second Quarter Third Quarter

$ 0.17 $ 0.17 $ 0.17

$ 0.15 $ 0.15 $ 0.17

In October 2024, Terex’s Board declared a dividend of $ 0.17 per share, which will be paid on December 19, 2024 to the Company’s shareholders of record as of November 8, 2024.

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

Year First Quarter

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-Q

Item 1. Financial Statements