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What changed in TEREX CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TEREX CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+344 added−295 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-07)

Top changes in TEREX CORP's 2025 10-K

344 paragraphs added · 295 removed · 243 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

53 edited+12 added−7 removed76 unchanged
Biggest changeThe following table shows the primary competitors, in alphabetical order, for our products in the following categories: BUSINESS SEGMENT PRODUCTS PRIMARY COMPETITORS Materials Processing Crushing & Screening Equipment Astec Industries, Deere (Kleeman), Keestrack, Metso, Portafill, Rubble Master and Sandvik Washing Systems Azfab, CDE Global, Matec, McLanahan, Metso, Phoenix Process Equipment, Superior and Weir/Trio Wood Processing, Biomass, Recycling Equipment and Trommels Astec Industries, Bandit, Doppstadt, Eggersmann, Jenz, Komptech, Morbark and Vermeer Conveyors Astec/Telestack, Deere (Kleeman), Edge, Metso/McCloskey, Puzzulona Thor, Superior and Weir/Trio Material Handlers Atlas, Caterpillar, Liebherr and Sennebogen Concrete Pavers Allen Engineering, Gomaco, Guntert & Zimmerman and Power Curbers Concrete Mixer Trucks Beck Industrial, Con-Tech, Continental Mixer, Oshkosh (McNeilus) Volumetric Concrete Mixers Bay-lynx, Cemen Tech, Holcombe and Zimmerman Pick and Carry Cranes Ace, Escorts, Humma and TIDD Rough Terrain Cranes Kato, Liebherr, Link-Belt, Manitowoc (Grove), Sany, Tadano-Faun, XCMG and Zoomlion Tower Cranes Comansa, Jaso, Liebherr, Manitowoc (Potain), Wolffkran, XCMG and Zoomlion Robotic Waste Sorting Technology AMP Robotics, Max-Al, Steinert, Tomra and Waste Robotics Tree Care and Vegetation Management Equipment Albach Primtech, Bandit, Fecon, Jenz, Ufkes, Vermeer Aerial Work Platforms Portable Material Lifts and Portable Aerial Work Platforms Dingli, Haulotte and Oshkosh (JLG) Boom Lifts Dingli, Haulotte, JCB, Linamar (Skyjack), Manitou, MEC, Oshkosh (JLG), Sinoboom, XCMG and Zoomlion Scissor Lifts Dingli, Haulotte, JCB, LGMG, Linamar (Skyjack), MEC, Oshkosh (JLG), Sinoboom, XCMG and Zoomlion Utility Equipment Altec, Dur-A-Lift, Elliot Equipment, Palfinger, Posi+ and Time Manufacturing Telehandlers JCB, Linamar (Skyjack), Manitou (Gehl), Merlo and Oshkosh (JLG) Environmental Solutions Group Refuse Collection Bodies Labrie, New Way, Oshkosh (McNeilus) Compactors and Balers Cram-A-Lot, Komar, Wastebuilt On Board Vehicle Technology AMCS, Geotab, Ltyx, Routeware, Samsara 12 MAJOR CUSTOMERS None of our customers individually accounted for more than 10% of our consolidated net sales in 2024.
Biggest changeThe following table shows the primary competitors, in alphabetical order, for our products in the following categories: BUSINESS SEGMENT PRODUCTS PRIMARY COMPETITORS Environmental Solutions Refuse Collection Bodies Labrie, Federal Signal (New Way), Oshkosh (McNeilus) Compactors and Balers Cram-A-Lot, Komar, Wastebuilt On Board Vehicle Technology AMCS, Geotab, Ltyx, Routeware, Samsara Utilities Equipment Altec, Dur-A-Lift, Elliot Equipment, Palfinger, Posi+ and Time Manufacturing Materials Processing Crushing & Screening Equipment Astec Industries, Deere (Kleeman), Keestrack, Metso, Portafill, Rubble Master and Sandvik Washing Systems Azfab, CDE Global, Matec, McLanahan, Metso, Phoenix Process Equipment, Superior and Weir/Trio Wood Processing, Biomass, Recycling Equipment and Trommels Astec Industries, Bandit, Doppstadt, Eggersmann, Jenz, Komptech, Morbark and Vermeer Conveyors Astec/Telestack, Deere (Kleeman), Edge, Metso/McCloskey, Puzzulona Thor, Superior and Weir/Trio Material Handlers Atlas, Caterpillar, Liebherr and Sennebogen Concrete Pavers Allen Engineering, Gomaco, Guntert & Zimmerman and Power Curbers Concrete Mixer Trucks Beck Industrial, Con-Tech, Continental Mixer, Oshkosh (McNeilus) Volumetric Concrete Mixers Bay-lynx, Cemen Tech, Holcombe and Zimmerman Pick and Carry Cranes Ace, Escorts, Humma and TIDD Robotic Waste Sorting Technology AMP Robotics, Max-Al, Steinert, Tomra and Waste Robotics Tree Care and Vegetation Management Equipment Albach, Bandit, Fecon, Jenz, Ufkes, Vermeer Aerials Portable Material Lifts and Portable Aerial Work Platforms Dingli, Haulotte and Oshkosh (JLG) Boom Lifts Dingli, Haulotte, JCB, Linamar (Skyjack), Manitou, MEC, Oshkosh (JLG), Sinoboom, XCMG and Zoomlion Scissor Lifts Dingli, Haulotte, JCB, LGMG, Linamar (Skyjack), MEC, Oshkosh (JLG), Sinoboom, XCMG and Zoomlion Telehandlers JCB, Linamar (Skyjack), Manitou (Gehl), Merlo and Oshkosh (JLG) 12 MAJOR CUSTOMERS None of our customers individually accounted for more than 10% of our consolidated net sales in 2025.
These secondary market sales channels may also be used for re-marketing any equipment which is returned at end of lease or is repossessed in the case of a customer default. If equipment is received, TFS uses the resale channel which maximizes proceeds and/or mitigates risk for Terex and our funding partners.
These secondary market sales channels may also be used for re-marketing any equipment which is returned at end of lease or is repossessed in the case of a customer default. If equipment is received, TFS uses the resale channel which maximizes proceeds and mitigates risk for Terex and our funding partners.
We manufacture material handlers, cranes, concrete mixer trucks, volumetric concrete mixers, concrete pavers and robotics waste sorting equipment. • Material handlers are designed for handling logs, scrap, recycling and other bulky materials with clamshell, magnet or grapple attachments. • Pick and carry cranes are designed for a wide variety of applications, including use at mine sites, large fabrication yards, building and construction sites and in machinery maintenance and installation.
We manufacture material handlers, pick and carry cranes, concrete mixer trucks, volumetric concrete mixers, concrete pavers and robotics waste sorting equipment. • Material handlers are designed for handling logs, scrap, recycling and other bulky materials with clamshell, magnet or grapple attachments. • Pick and carry cranes are designed for a wide variety of applications, including use at mine sites, large fabrication yards, building and construction sites and in machinery maintenance and installation.
We offer a variety of aerial lifts that are categorized into six product families: portable material lifts; portable aerial work platforms; trailer-mounted articulating booms; self-propelled articulating and self-propelled telescopic booms; and scissor lifts. • Portable material lifts are used primarily indoors in the construction, industrial and theatrical markets. • Portable aerial work platforms are used primarily indoors in a variety of markets to perform overhead maintenance. • Trailer-mounted articulating booms are used both indoors and outdoors.
We offer a variety of aerial lifts that are categorized into six product families: portable material lifts; portable aerial work platforms; trailer-mounted articulating booms; self-propelled articulating booms; self-propelled telescopic booms; and scissor lifts. • Portable material lifts are used primarily indoors in the construction, industrial and theatrical markets. • Portable aerial work platforms are used primarily indoors in a variety of markets to perform overhead maintenance. • Trailer-mounted articulating booms are used both indoors and outdoors.
Vertical shaft impactors are secondary and tertiary crushers that reduce material utilizing various rotor configurations and are highly adaptable to any application. Our screening and feeder equipment includes: • Heavy duty inclined and horizontal screens and feeders, which are used in low to high tonnage applications and are available as either stationary or heavy-duty mobile equipment.
Vertical shaft impactors are secondary and tertiary crushers that reduce material utilizing various rotor configurations and are highly adaptable to any application. 8 Our screening and feeder equipment includes: • Heavy duty inclined and horizontal screens and feeders, which are used in low to high tonnage applications and are available as either stationary or heavy-duty mobile equipment.
In addition, wholesale financing may be arranged between dealers and distributors who sell our equipment and financial institutions with which TFS has established relationships. 5 TFS uses third-party appraisal companies to provide a basis to project future values of Terex used equipment in the secondary market sales channels.
In addition, wholesale financing may be arranged between dealers and distributors who sell our equipment and financial institutions with which TFS has established relationships. TFS uses third-party appraisal companies to provide a basis to project future values of Terex used equipment in the secondary market sales channels.
PRODUCTS MATERIALS PROCESSING MATERIALS PROCESSING EQUIPMENT. Materials processing equipment is used in processing aggregate materials for building applications and is also used in the quarrying, mining, construction, demolition, recycling, landscaping and biomass production industries. Our materials processing equipment includes crushers, screens, trommels and feeders, washing systems and conveyors as well as wood and biomass chippers and grinders.
Materials processing equipment is used in processing aggregate materials for building applications and is also used in the quarrying, mining, construction, demolition, recycling, landscaping and biomass production industries. Our materials processing equipment includes crushers, screens, trommels and feeders, washing systems and conveyors as well as wood and biomass chippers and grinders.
The Terex Operating System is being designed to ensure strict process discipline, continuous improvement, and automation is deployed wherever Terex-wide standardization can add value, while still allowing our businesses the flexibility to modify for their individual market needs.
The Terex Operating System is designed to ensure strict process discipline, continuous improvement, and automation is deployed wherever Terex-wide standardization can add value, while still allowing our businesses the flexibility to modify for their individual market needs.
We manufacture a range of conveyors which include tracked and wheeled mobile conveyors. Conveyors are mechanical machines used to transport and stockpile materials such as aggregates and minerals after processing. 7 SPECIALTY EQUIPMENT.
We manufacture a range of conveyors which include tracked and wheeled mobile conveyors. Conveyors are mechanical machines used to transport and stockpile materials such as aggregates and minerals after processing. SPECIALTY EQUIPMENT.
They feature lifting versatility with up, out and over position capabilities to access difficult to reach overhead areas. • Self-propelled telescopic booms are used outdoors in commercial, industrial and institutional construction, as well as highway and bridge maintenance projects. • Scissor lifts are used in indoor and outdoor applications in a variety of construction, industrial, institutional and commercial settings.
They feature lifting versatility with up, out and over position capabilities to access difficult to reach overhead areas. • Self-propelled telescopic booms are used outdoors in commercial, industrial and institutional construction, as well as highway and bridge maintenance projects. • Scissor lifts are used in indoor and outdoor applications in a variety of construction, industrial, institutional and commercial settings. 9 TELEHANDLERS.
TELEHANDLERS. Telehandlers are used to move and place materials on residential and commercial construction sites and in the energy and infrastructure industries. 8 SERVICES. We offer a range of services for aerial and utility products consisting of inspections, preventative maintenance, general repairs, reconditioning, refurbishment, modernization and spare parts, as well as consultancy and training services.
Telehandlers are used to move and place materials on residential and commercial construction sites and in the energy and infrastructure industries. SERVICES. We offer a range of services for aerial products consisting of inspections, preventative maintenance, general repairs, reconditioning, refurbishment, modernization and spare parts, as well as consultancy and training services.
We will successfully and profitably grow when we operate efficiently, apply new thinking in creating value for customers and take on new challenges through business investments (i.e. new category and geographic development). We also see a role for further growth via inorganic investments.
We will successfully and profitably grow when we operate efficiently, apply new thinking in creating value for customers and take on new challenges through business investments (i.e. new category and geographic development). We also continue to see a role for further growth via inorganic investments.
In 2025, we expect second half sales to be higher than first half sales, with the second, third and fourth quarter sales higher than first quarter sales. WORKING CAPITAL Our businesses are working capital intensive and require funding to purchase production and replacement parts, inventories and expenditures to repair, replace and upgrade existing facilities.
In 2026, we expect second half sales to be higher than first half sales, with the second, third and fourth quarter sales higher than first quarter sales. WORKING CAPITAL Our businesses are working capital intensive and require funding to purchase production and replacement parts, inventories and expenditures to repair, replace and upgrade existing facilities.
AERIAL WORK PLATFORMS AERIAL WORK PLATFORMS. Aerial work platform equipment positions workers and materials easily and quickly to elevated work areas, enhancing safety and productivity at height. These products have been developed as alternatives to scaffolding and ladders.
AERIALS AERIALS. Aerial work platform equipment positions workers and materials easily and quickly to elevated work areas, enhancing safety and productivity at height. These products have been developed as alternatives to scaffolding and ladders.
These core operating processes are being developed into the newly created Terex Operating System, as we migrate towards an integrated operating company. We expect our businesses to deploy processes that meet local needs while delivering a level of performance and predictability that is consistent with effective operations.
These core operating processes are developed into the Terex Operating System, as we migrate towards an integrated operating company. We expect our businesses to deploy processes that meet local needs while delivering a level of performance and predictability that is consistent with effective operations.
We make available on our website under “Investor Relations” – “Financial Reporting”, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such material with the SEC.
We make available on our website under “Investor Relations” – “Financials”, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports as soon as reasonably practicable after we electronically file or furnish such material with the SEC.
In 2024, 88% of team members participated in our company-wide global engagement survey. Safety remained the highest rated survey category and we received positive net promoter scores. 14 We have a robust talent review process in which we assess talent strengths and opportunity areas, matching our team members’ career aspirations with the needs of the business.
In 2025, 87% of team members participated in our company-wide global engagement survey. Safety remained the highest rated survey category and we received positive net promoter and engagement scores. 14 We have a robust talent review process in which we assess talent strengths and opportunity areas, matching our team members’ career aspirations with the needs of the business.
OTHER We may assist customers in their rental, leasing and acquisition of our products through Terex Financial Services (“TFS”). TFS uses its equipment financing experience to facilitate financial products and services to assist customers in the acquisition of our equipment.
OTHER We may assist customers in their rental, leasing and acquisition of our products through Terex Financial Services (“TFS”). TFS uses its equipment financing expertise to facilitate financial products and services to assist customers in the procurement of Terex equipment.
MP has the following significant manufacturing operations: • Mobile crushers are manufactured in Omagh, Northern Ireland; • Mobile screens, washing systems and recycling systems are manufactured in Dungannon, Northern Ireland; • Mobile crushers, mobile screens, base crushers, base screens, modular and wheeled crushing and screening plants, track conveyors, washing systems, rough terrain cranes and pick and carry cranes are manufactured in Hosur, India; • Static crushers, screens and telescopic conveyors are manufactured in Subang Jaya, Malaysia; • Crushing and screening equipment is manufactured in Durand, Michigan; • Mobile crushers and crushing chambers are manufactured in Coalville, England; • Wood processing, biomass and recycling equipment systems, mobile screens and tracked conveyors are manufactured in Campsie, Northern Ireland; • Fabrications, sub-assemblies and steel kits are manufactured in Ballymoney and Cookstown, Northern Ireland; • Wood processing, biomass and recycling equipment systems are manufactured in Newton, New Hampshire; • Material handlers are manufactured in Bad Schönborn, Germany and Changzhou, China; • Concrete pavers are manufactured in Canton, South Dakota; • Front discharge and rear discharge mini concrete mixer trucks are manufactured in Fort Wayne, Indiana; • Volumetric concrete mixers are manufactured in Olds, Alberta, Canada; • Pick and carry cranes are manufactured in Brisbane, Australia; • Rough terrain cranes are manufactured in Crespellano, Italy; • Tower cranes are manufactured in Fontanafredda, Italy; • Mobile crushers, including crushing chambers, mobile screens and material handlers are manufactured in Jiading, China; 4 • Mobile and static trommel screens are manufactured in Monaghan, Ireland; and • Bulk material handling conveyors are manufactured in Mount Vernon, Missouri.
MP has the following significant manufacturing operations: • Mobile crushers are manufactured in Omagh, Northern Ireland; • Mobile screens, portable crushing and screening plants, washing systems and recycling systems are manufactured in Dungannon, Northern Ireland; • Mobile crushers, mobile screens, base crushers, base screens, modular and wheeled crushing and screening plants, track conveyors, washing systems and pick and carry cranes are manufactured in Hosur, India; • Static crushers, screens and telescopic conveyors are manufactured in Subang Jaya, Malaysia; • Crushing and screening equipment is manufactured in Durand, Michigan; • Mobile crushers and crushing chambers are manufactured in Coalville, England; • Wood processing, biomass and recycling equipment systems, mobile screens and tracked conveyors are manufactured in Campsie, Northern Ireland; • Fabrications, sub-assemblies and steel kits are manufactured in Ballymoney and Cookstown, Northern Ireland; • Wood processing, biomass and recycling equipment systems are manufactured in Newton, New Hampshire; • Material handlers are manufactured in Bad Schönborn, Germany and Hosur, India; • Concrete pavers are manufactured in Canton, South Dakota; • Front discharge and rear discharge mini concrete mixer trucks are manufactured in Fort Wayne, Indiana; • Volumetric concrete mixers are manufactured in Olds, Alberta, Canada; • Pick and carry cranes are manufactured in Brisbane, Australia and Hosur, India; • Mobile and static trommel screens are manufactured in Monaghan, Ireland; and • Bulk material handling conveyors are manufactured in Mount Vernon, Missouri.
Products include portable material lifts, portable aerial work platforms, trailer-mounted articulating booms, self-propelled articulating and telescopic booms, scissor lifts, utility equipment (including digger derricks and insulated aerial devices) and telehandlers, as well as their related components and replacement parts. Aerial work platform equipment positions workers and materials easily and quickly to elevated work areas, enhancing safety and productivity at height.
Products include portable material lifts, portable aerial work platforms, trailer-mounted articulating booms, self-propelled articulating and telescopic booms, scissor lifts and telehandlers, as well as their related components and replacement parts. Aerial work platform equipment positions workers and materials easily and quickly to elevated work areas, enhancing safety and productivity at height.
COMPACTION, BALERS AND RECYCLING EQUIPMENT. We manufacture a range of stationary compactors, self-contained compactors, front load and rear load compactors, apartment and high-rise compactors, transfer system compactors, stationary auger compactors, self-contained auger compactors, compactor containers, pre-crushers cart-dumpers, two-ram balers, heavy-duty vertical balers, auto-tie balers, manual-tie balers, conveyors and material recovery facility systems.
We manufacture a range of compactors including stationary, self-contained, front load and rear load, apartment/high-rise, transfer system, stationary and self-contained auger in addition to compactor containers, pre-crushers cart-dumpers, two-ram balers, heavy-duty vertical balers, auto-tie balers, manual-tie balers, conveyors and material recovery facility systems.
As of December 31, 2024, we had approximately 11,400 team members, including approximately 5,800 team members in the U.S. Approximately one percent of our team members in the U.S. are represented by labor unions. Outside of the U.S., we enter into employment contracts and collective agreements in those countries in which such relationships are mandatory or customary.
As of December 31, 2025, we had approximately 10,700 team members, including approximately 5,700 team members in the U.S. Approximately one percent of our team members in the U.S. are represented by labor unions. Outside of the U.S., we enter into employment contracts and collective agreements in those countries in which such relationships are mandatory or customary.
ENVIRONMENTAL SOLUTIONS GROUP Our ESG segment designs, manufactures, services and markets waste and recycling equipment and solutions, including refuse collection bodies, hydraulic cart lifters, automated carry cans, compaction, balers and recycling equipment, cameras with integrated smart technology, as well as related components and replacement parts, and waste hauler software solutions.
ENVIRONMENTAL SOLUTIONS Our ES segment 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, and cameras with integrated smart technology, as well as related components and replacement parts, and waste hauler software solutions.
These products are used by electric utilities, tree care companies, telecommunications and cable companies, and the related construction industries, as well as by government organizations. • Digger derricks are insulated products used to dig holes, hoist and set utility poles, as well as lift transformers and other materials at job sites near energized power lines. • Insulated aerial devices are used to elevate workers and material to work areas at the top of utility poles near energized transmission and distribution lines and for trimming trees near energized electrical lines, as well as for miscellaneous purposes such as sign maintenance. • Self-propelled articulating insulated booms are used for substation work and other applications where electrical hazards exist but use of a bucket truck is prohibitive.
These products are used by electric utilities, tree care companies, telecommunications and cable companies, and the related construction industries, as well as by government organizations. • Digger derricks are insulated products used to dig holes, hoist and set utility poles, as well as lift transformers and other materials at job sites near energized power lines. • Insulated aerial devices are used to elevate workers and material to work areas at the top of utility poles near energized transmission and distribution lines and for trimming trees near energized electrical lines, as well as for miscellaneous purposes such as sign maintenance.
In 2024, our largest customer accounted for less than 6% of our consolidated net sales and our top ten customers in the aggregate accounted for less than 29% of our consolidated net sales. A material portion of AWP and ESG net sales are to national rental companies.
In 2025, our largest customer accounted for less than 6% of our consolidated net sales and our top ten customers in the aggregate accounted for less than 28% of our consolidated net sales. A material portion of Aerials and ES net sales are to national rental companies.
We do not admonish failure, only failure to learn. • Citizenship : We are good global, local and national citizens and good stewards of the environment and the communities where we live. We participate in making the world we live in a better place.
We do not admonish failure, only failure to learn. • Citizenship : We are good global, local and national citizens and good stewards of the environment and the communities where we live.
We have North American distribution centers in Louisville, Kentucky and Southaven, Mississippi, service centers in Australia, Thailand, Turkey, Malaysia and a parts distribution center in Northern Ireland. AERIAL WORK PLATFORMS Our AWP segment designs, manufactures, services and markets aerial work platform equipment, utility equipment and telehandlers.
We have a North American distribution center in Louisville, Kentucky, service centers in Australia, Thailand, Turkey, Malaysia and a parts distribution center in Northern Ireland. AERIALS Our Aerials segment designs, manufactures, services and markets aerial work platform equipment and telehandlers as well as their related components and replacement parts.
BACKLOG Our backlog as of December 31, 2024 and 2023 was as follows (in millions): December 31, 2024 2023 MP $ 320 $ 767 AWP 1,451 2,644 ESG 520 — Total $ 2,291 $ 3,411 We define backlog as firm orders that are expected to be filled, including orders that are expected to be filled beyond one year, although there can be no assurance that all such backlog orders will be filled.
BACKLOG Our backlog as of December 31, 2025 and 2024 was as follows (in millions): December 31, 2025 2024 ES $ 1,055 $ 1,160 MP 391 320 Aerials 906 811 Total $ 2,352 $ 2,291 We define backlog as firm orders that are expected to be filled, including orders that are expected to be filled beyond one year, although there can be no assurance that all such backlog orders will be filled.
In parallel to this, we continue to research and evaluate alternative lower and no-carbon energy alternatives, including partnering with technology companies and universities, that may become viable solutions for our products in the future.
In parallel to this, we continue to research and evaluate alternative lower and no-carbon energy alternatives, including partnering with technology companies and universities, that may become viable solutions for our products in the future. A majority of our product portfolios offer alternative power options that significantly reduce the impact of the end-user’s carbon footprint.
Customers use these products in the solid waste and recycling industry. We market our ESG products principally under the following brand names: Heil ® , Marathon ® , 3rd Eye ® , Soft-Pak ® , Connected Collections ® , Parts Central ® , Curotto-Can ® and Bayne Thinline ® .
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. We market our ES products principally under the following brand names: Heil®, Marathon®, 3rd Eye®, Soft-Pak®, Connected Collections®, Parts Central®, Curotto-Can®, Bayne Thinline®, and Terex® brand names.
Terex has set the goals of reaching a 0.4 lost time injury rate and 1.4 total recordable injury rate by the end of 2026. At the end of 2024, our lost time injury rate was 0.37 and our total recordable injury rate was 1.49.
Terex has set the goals of reaching a 0.33 lost time injury rate and 1.33 total recordable injury rate by the end of 2030. At the end of 2025, our lost time injury rate was 0.39 and our total recordable injury rate was 1.40.
We have a parts and logistics center located in North Bend, Washington for our AWP products. Additionally, we have a parts distribution center in Southaven, Mississippi. Our European, Asian Pacific and Latin American parts and logistics operations are conducted through a combination of outsourced facilities and Terex managed operations.
Additionally, we have a parts distribution center in Southaven, Mississippi. Our European, Asian Pacific and Latin American parts and logistics operations are conducted through a combination of outsourced facilities and Terex managed operations. 5 We also provide service and support for aerial products through a network of service branches and field service operations.
We also manufacture automated carry cans that mount to front loaders, and other cart tippers, carry cans and lifting systems. The refuse collection bodies, carry cans and cart tipper equipment are used to support the collection of residential refuse and commercial containers. The lift systems are also used in industrial plants, hospitals, shopping centers, food processing plants and universities.
We manufacture refuse collection bodies, including front-end loaders, automated front loaders, automated side loaders, and rear end loaders. We also manufacture automated carry cans that mount to front loaders, and other cart tippers, carry cans and lifting systems. The refuse collection bodies, carry cans and cart tipper equipment are used to support the collection of residential refuse and commercial containers.
We engage with customers through all stages of the product life cycle, from initial specification to parts and service support. We report our business in the following segments: (i) Materials Processing (“MP”), (ii) Aerial Work Platforms (“AWP”) and (iii) Environmental Solutions Group (“ESG”).
We engage with customers through all stages of the product life cycle, from initial specification to parts and service support. We identify our operating segments according to how business activities are managed and evaluated. We report our business in the following reportable segments: (i) Environmental Solutions (“ES”), (ii) Material Processing (“MP”) and (iii) Aerials.
We offer crushers and screens that can operate from electrical power supply lines to help reduce the use of fuel. Hybrid solutions are also available on select utility aerial devices, cranes, and mixer trucks that use battery power to perform certain equipment functions without the engine running.
Hybrid solutions are also available on select utility aerial devices and mixer trucks that use battery power to perform certain equipment functions without the engine running.
MATERIALS PROCESSING Our MP segment 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.
We also provide service and support for utility products in the U.S. through a network of service branches and field service operations. 4 MATERIALS PROCESSING Our MP segment designs, manufactures, services and markets materials processing and specialty equipment, including crushers, washing systems, screens, trommels, apron feeders, material handlers, pick and carry 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 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.
Customers use these products to construct and maintain industrial, commercial, institutional and residential buildings and facilities, for purposes within the entertainment industry, and for other commercial operations, as well as in a wide range of infrastructure projects. We market aerial products principally under the Genie ® brand name.
AERIAL WORK PLATFORMS Our aerial work platform and telehandler products are distributed principally through a global network of rental companies and independent distributors. Our utility products are distributed to the utility and municipal markets and contractors in North America principally through a network of rental companies, independent distributors and a direct sales model.
DISTRIBUTION ENVIRONMENTAL SOLUTIONS We distribute our ESG products to customers through several channels including a network of independent distributors, direct sales and rental companies. Our utility products are distributed to the utility and municipal markets and contractors in North America principally through a network of rental companies, independent distributors and a direct sales model.
AWP has the following significant manufacturing operations: • Aerial work platform equipment is manufactured in Redmond and Moses Lake, Washington, Umbertide, Italy, Changzhou, China, Monterrey, Mexico and Sanand, India; • Utility products are manufactured in Watertown and Huron, South Dakota and Changzhou, China; and • Telehandlers are manufactured in Umbertide, Italy and Monterrey, Mexico.
Aerials has the following significant manufacturing operations: • Aerial work platform equipment is manufactured in Redmond and Moses Lake, Washington, Umbertide, Italy, Changzhou, China, Monterrey, Mexico and Sanand, India; and • Telehandlers are manufactured in Umbertide, Italy and Monterrey, Mexico. We have a parts and logistics center located in North Bend, Washington for our Aerials products.
Successful pursuit of the “Execute, Innovate, Grow” strategy will shape the direction of our Company over the coming years. Terex has a diverse portfolio of businesses that work collaboratively to deliver business performance efficiently and effectively. We balance the independence of our businesses with the benefits of total Company scale, which is central to how we manage our Company.
Terex has a diverse portfolio of businesses that work collaboratively to deliver business performance efficiently and effectively. We balance the independence of our businesses with the benefits of total Company scale, which is central to how we manage our Company. 7 PRODUCTS ENVIRONMENTAL SOLUTIONS REFUSE COLLECTION BODIES AND EQUIPMENT.
At the same time, for our Genie ® equipment, more job sites are requiring machines capable of working both outdoors and indoors. Our customers want products that operate on battery electric and fuel-electric hybrid options.
At the same time, for our Genie® equipment, more job sites are requiring machines capable of working both outdoors and indoors. Our customers want products that operate on battery electric and fuel-electric hybrid options. We were the first to market with an all-electric utility bucket truck, reducing emissions and noise as well as supporting our customers electrification and sustainability goals.
The Terex Way continues to guide us on how we conduct business with our stakeholders: team members, customers, stockholders, suppliers, our communities and many others. It drives our unwavering focus on Zero Harm Safety, strong governance, culture and inclusion, responsible environmental stewardship and sustainability, and support for the communities where we live and work.
It drives our unwavering focus on Zero Harm Safety, strong governance, culture and inclusion, responsible environmental stewardship and sustainability, and support for the communities where we live and work.
Outside of North America, independent distributors sell our utility equipment directly to customers. ENVIRONMENTAL SOLUTIONS GROUP We distribute our ESG products to customers through several channels including a network of independent distributors, direct sales and rental companies. RESEARCH, DEVELOPMENT AND ENGINEERING We maintain engineering staff at our manufacturing locations to conduct research, development and engineering for site-specific products.
Outside of North America, independent distributors sell our utility equipment directly to customers. MATERIALS PROCESSING We distribute our MP products to customers through several channels including a global network of independent distributors, direct sales and rental companies.
We were the first to market with an all-electric utility bucket truck, reducing emissions and noise as well as supporting our customers electrification and sustainability goals. Many Genie ® lift models offer all-electric 13 or fuel-electric hybrid options that deliver quiet, emission-free performance, which is necessary for indoor working environments, as well as city centers with noise and emission restrictions.
Many Genie® lift models offer all-electric or 13 fuel-electric hybrid options that deliver quiet, emission-free performance, which is necessary for indoor working environments, as well as city centers with noise and emission restrictions. We offer crushers and screens that can operate from electrical power supply lines to help reduce the use of fuel.
Robust product development pipelines are in place, which we expect will continue to bring new, differentiated products to the market in the years ahead. We have also focused on producing more cost-effective product solutions across product families, as well as increasing commonalities of components to ease manufacturing processes.
We have also focused on producing more cost-effective product solutions across product families, as well as increasing commonalities of components to ease manufacturing processes.
ESG has the following significant manufacturing operations: • Refuse collection bodies, hydraulic cart lifters and automated carry cans are manufactured in Fort Payne, Alabama; and • Compaction, balers and recycling equipment are manufactured in Vernon, Alabama. We have a parts distribution center and various warehouses located in Fort Payne, Alabama.
ES has the following significant manufacturing operations: • Refuse collection bodies, hydraulic cart lifters and automated carry cans are manufactured in Fort Payne, Alabama; • Compaction, balers and recycling equipment are manufactured in Vernon, Alabama; and • Utility products are manufactured in Watertown and Huron, South Dakota, Changzhou, China, Waukesha, Wisconsin and Birmingham, Alabama.
We continue to build and actively pursue our inorganic investment pipeline, with an eye towards adding new dimensions to the Company portfolio and applying our skills as a manager of specialized machinery businesses in new and complementary domains. 6 Our capital allocation approach remains an important part of our overall strategy, including maintenance of an optimal capital structure (2.5x net leverage target through the cycle), growth investments, restructuring investments and efficient return of capital to stockholders via dividends and share repurchases.
We continue to build and actively pursue our inorganic investment pipeline, with an eye towards adding new dimensions to the Company portfolio and applying our skills as a manager of specialized machinery businesses in new and complementary domains.
Soft-Pak provides back-office, route management, and customer relations software solutions to the waste and recycling industry. Combined with its in-cab tablet-based applications, Soft-Pak provides refuse fleets with comprehensive, customer-facing solutions and information. SERVICES. We offer a range of services for ESG products consisting of inspections, installations, preventative maintenance, general repairs, reconditioning, refurbishment and spare parts, as well as training services.
Soft-Pak provides back-office, route management, and customer relations software solutions to the waste and recycling industry. Combined with its in-cab tablet-based applications, Soft-Pak provides refuse fleets with comprehensive, customer-facing solutions and information. UTILITY EQUIPMENT. Our utility products include digger derricks and insulated aerial devices.
Our overall backlog at December 31, 2024 decreased $1,120 million from backlog amounts at December 31, 2023, driven by improved customer deliveries, a return to historical ordering patterns and market weakness in Europe, partially offset by backlog from our newly acquired business, ESG. 9 MP backlog at December 31, 2024 decreased approximately 58% from backlog amounts at December 31, 2023.
Our overall backlog at December 31, 2025 increased $61 million from backlog amounts at December 31, 2024, due to increased order activity in Aerials and MP, partially offset by a return to historical pre-covid ordering patterns in ES. ES backlog at December 31, 2025 decreased approximately 9% from backlog amount at December 31, 2024.
We produce self-erecting, hammerhead, flat top and luffing jib tower cranes. • Concrete mixer trucks are machines with a large revolving drum in which cement is mixed with other materials to make concrete.
They combine highway road speed with all-terrain capability. • Concrete mixer trucks are machines with a large revolving drum in which cement is mixed with other materials to make concrete.
A majority of our product portfolios offer alternative power options that significantly reduce the impact of the end-user’s carbon footprint. 10 Product innovation has become a core element of our growth strategy. We have re-invigorated and increased our emphasis on creating new models and meeting the demands of our customers.
Product innovation has become a core element of our growth strategy. We have re-invigorated and increased our emphasis on creating new models and meeting the demands of our customers. Robust product development pipelines are in place, which we expect will continue to bring new, differentiated products to the market in the years ahead.
The decrease from 2023 was driven primarily by improved customer deliveries and a return to historical ordering patterns across our MP businesses as lead times decreased. AWP backlog at December 31, 2024 decreased approximately 45% from backlog amounts at December 31, 2023.
The decrease from 2024 was primarily driven by a return to historical pre-covid ordering patterns with more available chassis. MP backlog at December 31, 2025 increased approximately 22% from backlog amounts at December 31, 2024. The increase from 2024 was driven primarily by higher order activity within our aggregates business due to replacement demand.
Our most recent acquisition of the ESG from Dover Corporation demonstrates our commitment to adding attractive businesses in non-cyclical markets with a keen focus on the waste management, recycling, and circular economy segments.
Our 2024 acquisition of ESG from Dover Corporation along with the completion of the REV Transaction on February 2, 2026 demonstrate our commitment to adding attractive businesses with complementary, leading brands in attractive, low cyclical, highly resilient and growing end markets.
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We market aerial work platform products principally under the Terex ® and Genie ® brand names.
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Our Environmental Solutions Group (“ESG”) and Utilities operating segments share similar economic characteristics and are aggregated into one reportable segment, ES.
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We also provide service and support for aerial and utility products in the U.S. through a network of service branches and field service operations.
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We have a parts distribution center and various warehouses located in Fort Payne, Alabama and Southaven, Mississippi.
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They combine highway road speed with all-terrain capability. • Rough terrain cranes move materials and equipment on rugged or uneven terrain and are often located on a single construction or work site for long periods.
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REV MERGER On February 2, 2026, we completed the merger with REV in accordance with the terms of the Agreement and Plan of Merger (the “REV Transaction”). REV serves a diversified customer base, primarily in the U.S. and their products are sold to municipalities, government agencies, private contractors, consumers, and industrial and commercial end users.
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Rough terrain cranes cannot be driven on highways (other than in Italy) and accordingly must be transported by truck to the work site. • Tower cranes are often used in urban areas where space is constrained and in long-term or high-rise building sites. Tower cranes lift construction material and place the material at the point of use.
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REV provides customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (motorized recreational vehicles). For more information regarding the REV business see their Annual Report on Form 10-K filed on December 10, 2025.
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UTILITY EQUIPMENT. Our utility products include digger derricks, insulated aerial devices and self-propelled articulating insulated booms.
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See Note M – “Subsequent Event” in the Notes to Consolidated Financial Statements for further information regarding the transaction.
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Our services are provided on our own products and on third-party products and related equipment. ENVIRONMENTAL SOLUTIONS GROUP REFUSE COLLECTION BODIES AND EQUIPMENT. We manufacture refuse collection bodies, including front-end loaders, automated front loaders, automated side loaders, and rear end loaders.
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The operating results of REV will be reported as part of the Company beginning on February 2, 2026, and as such, references to the Company in this annual report, including but not limited to the Company’s historical financial condition, results of operations and cash flows, does not include REV, unless otherwise noted.
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The decrease from 2023 was primarily driven by improved customer deliveries, a return to historical ordering patterns and lower bookings outside of North America. ESG had backlog of $520 million at December 31, 2024. DISTRIBUTION MATERIALS PROCESSING We distribute our MP products to customers through several channels including a global network of independent distributors, direct sales and rental companies.
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We participate in making the world we live in a better place. 6 The Terex Way continues to guide us on how we conduct business with our stakeholders: team members, customers, stockholders, suppliers, our communities and many others.
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Capital allocation remains an important part of our overall strategy, including maintaining a balanced approach to net leverage, growth investments, restructuring investments and efficient return of capital to stockholders via dividends and share repurchases. Successful pursuit of the “Execute, Innovate, Grow” strategy will shape the direction of our Company over the coming years.
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The lift systems are also used in industrial plants, hospitals, shopping centers, food processing plants and universities. COMPACTION, BALERS AND RECYCLING EQUIPMENT.
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SERVICES. We offer a range of services for ES products consisting of inspections, installations, preventative maintenance, general repairs, reconditioning, refurbishment and spare parts, as well as training services. Our services are provided on our own products and on third-party products and related equipment. MATERIALS PROCESSING MATERIALS PROCESSING EQUIPMENT.
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Aerials backlog at December 31, 2025 increased approximately 12% from backlog amounts at December 31, 2024. The increase from 2024 was primarily driven by the timing of certain orders received in December 2025 driven by strength in megaprojects.
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AERIALS Our aerial work platform and telehandler products are distributed principally through a global network of rental companies and independent distributors. 10 RESEARCH, DEVELOPMENT AND ENGINEERING We maintain engineering staff at our manufacturing locations to conduct research, development and engineering for site-specific products.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur consolidated financial results are reported in U.S. dollars while certain assets and other reported items are denominated in the currencies of other countries, creating currency exchange and translation risk. Our Company operates in many areas of the world, involving transactions denominated in a variety of currencies.
Biggest changeA failure to deliver in accordance with our performance obligations may result in damage to existing customer relationships, damage to our reputation and a loss of future bidding opportunities, which could cause the loss of future business and could negatively impact our financial performance. 20 Our consolidated financial results are reported in U.S. dollars while certain assets and other reported items are denominated in the currencies of other countries, creating currency exchange and translation risk.
Further, we may need to consolidate or restructure our acquired or existing facilities, which may require expenditures related to reductions in workforce and other charges resulting from the consolidations or restructurings, such as the write-down of inventory and lease termination costs. Any of the foregoing could adversely affect our business and results of operations.
Further, we may need to consolidate or restructure acquired or existing facilities, which may require expenditures related to reductions in workforce and other charges resulting from the consolidations or restructurings, such as the write-down of inventory and lease termination costs. Any of the foregoing could adversely affect our business and results of operations.
Legal, Regulatory & Compliance Risks We face litigation and product liability claims and other liabilities. In our lines of business, numerous suits have been filed alleging damages for accidents that have occurred during use, misuse or operation of our products.
Legal, Regulatory & Compliance Risks We face product liability claims, litigation and other liabilities. In our lines of business, numerous suits have been filed alleging damages for accidents that have occurred during use, misuse or operation of our products.
Although we have a compliance program in place designed to reduce the likelihood of potential violations of such laws, violations of anti-corruption laws could occur and could result in significant fines, criminal sanctions against us or our employees, prohibitions on the conduct of our business including our business with the U.S. government, an adverse effect on our reputation, business, results of operations and financial condition and a violation of our injunction or cease and desist order with the SEC.
Although we have a compliance program in place designed to reduce the likelihood of potential violations of such laws, violations of anti-corruption laws could occur and could result in significant fines, criminal or civil sanctions against us or our employees, prohibitions on the conduct of our business including our business with the U.S. government, an adverse effect on our reputation, business, results of operations and financial condition and a violation of our injunction or cease and desist order with the SEC.
If we fail to attract, hire, train, develop, engage, motivate and retain qualified personnel, or if we experience prolonged excessive turnover, we may experience declining sales, manufacturing delays, the loss of knowledge of departing employees or other inefficiencies, increased recruiting, hiring, onboarding and training resources, relocation costs and 24 other difficulties, and our business, financial condition, results of operations and cash flows could be materially and adversely affected.
If we fail to attract, hire, train, develop, engage, motivate and retain qualified personnel, or if we experience prolonged excessive turnover, we may experience declining sales, manufacturing delays, the loss of knowledge of departing employees or other inefficiencies, increased recruiting, hiring, onboarding and training resources, relocation costs and other difficulties, and our business, financial condition, results of operations and cash flows could be materially and adversely affected.
A failure, or perceived failure (whether or not valid), to act responsibly with respect to the environment, achieve our sustainability goals, maintain 23 sustainability practices, comply with sustainability regulations, or meet expectations related to sustainability concerns, could harm our reputation, adversely impact our ability to attract and retain customers and qualified and talented team members, have an adverse effect on our future financial results or cause harm to our business.
A failure, or perceived failure (whether or not valid), to act responsibly with respect to the environment, achieve our sustainability goals, maintain sustainability practices, comply with sustainability regulations, or meet expectations related to sustainability concerns, could harm our reputation, adversely impact our ability to attract and retain customers and qualified and talented team members, have an adverse effect on our future financial results or cause harm to our business.
Demand for our products is affected by the general strength of the economies in which we sell our products, customers’ perceptions concerning the timing of economic cycles, customers’ replacement or repair cycles, prevailing interest rates, residential and non-residential construction spending, government spending priorities, capital expenditure allocations of our customers, the timing of regulatory standard changes, oil and gas related activity and other factors.
Demand for our products is affected by the general strength of the economies in which we sell our products, customers’ perceptions concerning the timing of economic cycles, customers’ replacement or repair cycles, prevailing interest rates, 18 residential and non-residential construction spending, government spending priorities, capital expenditure allocations of our customers, the timing of regulatory standard changes, oil and gas related activity and other factors.
The expectation of losses or non-performance is assessed based on consideration of historical customer assessments, current financial conditions, reasonable and supportable forecasts, equipment collateral value and other factors. Many of these factors, including the assessment of a customer’s ability to pay, are influenced by economic and market factors that cannot be predicted with certainty.
The expectation of losses or non-performance is assessed based on consideration of historical customer assessments, current financial conditions, reasonable and supportable forecasts, equipment collateral value and other factors. Many of these factors, including the assessment of a customer’s or dealer’s ability to pay, are influenced by economic and market factors that cannot be predicted with certainty.
In addition, our credit agreement contains financial and restrictive covenants that may limit our ability to, among other things, borrow additional funds or take advantage of business opportunities. While we are currently in compliance with the financial 16 covenants, increases in our debt or decreases in our earnings could cause us to fail to comply with these financial covenants.
In addition, our credit agreement contains financial and restrictive covenants that may limit our ability to, among other things, borrow additional funds or take advantage of business opportunities. While we are currently in compliance with the financial covenants, increases in our debt or decreases in our earnings could cause us to fail to comply with these financial covenants.
Certain of our assets, liabilities, expenses, revenues and earnings are denominated in other countries’ currencies, including the Euro, British Pound, 17 Chinese Yuan, Indian Rupee, Australian Dollar and Mexican Peso. Those assets, liabilities, expenses, revenues and earnings are translated into U.S. dollars at the applicable foreign exchange rates to prepare our consolidated financial statements.
Certain of our assets, liabilities, expenses, revenues and earnings are denominated in other countries’ currencies, including the Euro, British Pound, Chinese Yuan, Indian Rupee, Australian Dollar and Mexican Peso. Those assets, liabilities, expenses, revenues and earnings are translated into U.S. dollars at the applicable foreign exchange rates to prepare our consolidated financial statements.
Such fluctuations in foreign exchange rates relative to the U.S. dollar may cause our actual results to differ materially from those anticipated in our guidance and have a material adverse effect on our business or results of operations. Some of our customers rely on financing with third parties to purchase our products.
Such fluctuations in foreign exchange rates relative to the U.S. dollar may cause our actual results to differ materially from those anticipated in our guidance and have a material adverse effect on our business or results of operations. Some of our dealers and customers rely on financing with third parties to purchase our products.
The industry in which we operate is highly competitive and subject to pricing pressure; if we fail to compete effectively, both in product offerings and price, demand for our products may decrease and our business could suffer. 19 Our industry is highly competitive. Our competitors include a variety of both domestic and foreign companies in all major markets.
The industry in which we operate is highly competitive and subject to pricing pressure; if we fail to compete effectively, both in product offerings and price, demand for our products may decrease and our business could suffer. Our industry is highly competitive. Our competitors include a variety of both domestic and foreign companies in all major markets.
If our equipment does not perform as expected or should we or any government safety regulator determine that a safety or other defect or noncompliance exists with respect to our equipment, we may receive warranty claims, need to perform a safety recall campaign, or need to delay product deliveries, the costs of which could become substantial.
If our equipment does not perform as expected or should we or any government safety regulator determine that a safety or other defect or noncompliance exists with respect to our equipment, we may receive warranty claims, need to perform a safety recall campaign, or need to delay product deliveries or launches, the costs of which could become substantial.
Our ability to make payments on, and refinance, our debt and fund planned capital expenditures will depend on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, including high interest rates.
Our ability to make 19 payments on, and refinance, our debt and fund planned capital expenditures will depend on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control, including high interest rates.
Efforts to improve operations in developing markets also requires us to hire, train and retain qualified personnel in countries where language, cultural or regulatory barriers may exist, and may require a greater level of management’s attention. Expansion into developing markets may also require modification of products to meet local requirements or preferences.
Efforts to improve operations in 22 developing markets also requires us to hire, train and retain qualified personnel in countries where language, cultural or regulatory barriers may exist, and may require a greater level of management’s attention. Expansion into developing markets may also require modification of products to meet local requirements or preferences.
In addition, we purchase material and services from our suppliers on terms extended based on our overall credit rating. Deterioration in our credit rating may impact suppliers’ willingness to extend terms and in turn accelerate cash requirements of our business. Consolidation within our customer base and suppliers may negatively impact our pricing and product margins.
In addition, we purchase material and services from our suppliers on terms extended based on our overall credit rating. Deterioration in our credit rating may impact suppliers’ willingness to extend terms and in turn accelerate cash requirements of our business. 23 Consolidation within our customer base and suppliers may negatively impact our pricing and product margins.
If competitors’ new products arrive in the market before any of our similar new offerings arrive, or competitors offer more attractive features and functions prior to us, then demand for our equipment could be adversely affected or render our product obsolete.
If 17 competitors’ new products arrive in the market before any of our similar new offerings arrive, or competitors offer more attractive features and functions prior to us, then demand for our equipment could be adversely affected or render our product obsolete.
We are self-insured, up to certain limits, for these product liability exposures, as well as for certain exposures related to general, workers’ compensation and automobile liability. We obtain insurance coverage for catastrophic losses as well as those risks where insurance is required by law or contract.
We are self-insured, up to certain limits, for these product liability exposures, as well as for certain exposures related to general, workers’ compensation and automobile liability. We obtain insurance coverage for catastrophic 25 losses as well as those risks where insurance is required by law or contract.
As a result, some of our customers may need to cancel existing orders and some may be compelled to sell their equipment at less than fair value to raise cash, which could have a negative impact on residual values of our equipment.
As a result, some of our customers and dealers may need to cancel existing orders and some may be compelled to sell their equipment at less than fair value to raise cash, which could have a negative impact on residual values of our equipment.
Historically, losses related to guarantees have been immaterial; however, there can be no assurance that our historical experience with respect to guarantees will be indicative of future results. We may experience losses in excess of our recorded reserves for receivables.
Historically, losses related to guarantees have been immaterial; however, there can be no assurance that our historical experience with respect to guarantees will be indicative of future results. 21 We may experience losses in excess of our recorded reserves for receivables.
Human Capital Risks We rely on key management and skilled labor, and we may be unable to attract, develop, engage and retain qualified team members. We rely on the management and leadership skills of our senior management team, particularly those of the Chief Executive Officer.
Human Capital Risks We rely on key management, employees and skilled labor, and we may be unable to attract, develop, engage and retain qualified team members. We rely on the management and leadership skills of our senior management team, particularly those of the Chief Executive Officer.
These economic conditions could have a material adverse effect on demand for our products and on our financial condition and operating results. We are exposed to losses from providing credit support to some of our customers.
These economic conditions could have a material adverse effect on demand for our products and on our financial condition and operating results. We are exposed to losses from providing credit support to some of our customers and dealers.
If this trend in customer and supplier consolidation continues, it could have an unfavorable impact on our pricing and product margins. 21 Our business may suffer if our equipment fails to perform as expected.
If this trend in customer and supplier consolidation continues, it could have an unfavorable impact on our pricing and product margins. Our business may suffer if our equipment fails to perform as expected.
Financial and General Economy Risks The imposition of new or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations.
Financial and General Economy Risks The imposition of new, postponed or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations.
Delays in obtaining supplies may result from a number of factors affecting our suppliers, including capacity constraints, regulatory changes, global logistics network challenges and cost increases, labor shortages and disputes, wage increases, inflation, suppliers’ impaired financial condition, suppliers’ allocations to other purchasers, weather emergencies, pandemics or acts of war or terrorism.
Delays in obtaining supplies may result from a number of factors affecting our suppliers, including capacity constraints, regulatory changes, global logistics network challenges and cost increases, labor shortages and disputes, shortages of materials and components, wage increases, inflation, suppliers’ impaired financial condition, suppliers’ allocations to other purchasers, weather emergencies, pandemics or acts of war or terrorism.
Although our cash flow coverage ratio was greater than 2.0 to 1.0 at the end of 2024, there can be no assurance this will continue to occur. Our access to debt financing at competitive risk-based interest rates is partly a function of our credit ratings.
Although our cash flow coverage ratio was greater than 2.0 to 1.0 at the end of 2025, there can be no assurance this will continue to occur. Our access to debt financing at competitive risk-based interest rates is partly a function of our credit ratings.
If we are unable to continue to improve existing equipment products and technologies that meet our customers’ expectations, or the industry’s expectations, including, but not limited to more electric powered and lower emission products, the demand for our equipment could be substantially adversely impacted.
If we are unable to continue to improve existing equipment products and technologies that meet our customers’ expectations, or the industry’s expectations, including, but not limited to more technologically advanced and electric powered and lower emission products, the demand for our equipment could be substantially adversely impacted.
Additionally, our ability to maintain or expand our business depends on our ability to attract, hire, train, develop, engage, motivate and retain qualified team members with the requisite education, background, experience and skills necessary to understand and adapt to the continuously developing needs of our customers.
Additionally, our ability to maintain or expand our business and execute our strategy depends on our ability to attract, hire, train, develop, engage, motivate and retain qualified team members with the requisite education, background, experience and skills necessary to understand and adapt to the continuously developing needs of our customers.
In the future, we may incur losses in excess of our recorded reserves if the financial condition of our customers were to deteriorate further or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers’ financial obligations is not realized.
In the future, we may incur losses in excess of our recorded reserves if the financial condition of our customers was to deteriorate further or the full amount of any anticipated proceeds from the sale of the collateral supporting our customers’ financial obligations is not realized.
As artificial intelligence technologies rapidly develop and evolve, and become subject to dynamic and evolving regulatory requirements, the safe and responsible integration of such may be challenging and may impose significant costs, expertise personnel requirements and risk management burdens on the Company.
As artificial intelligence technologies rapidly develop and evolve, and become subject to dynamic and evolving regulatory requirements, the safe and responsible integration of such may be challenging and may impose significant costs, time burdens on management and employees, expertise personnel requirements and risk management burdens on the Company.
This could result in reduced demand for our products in the U.S. and have an adverse effect on our business or results of operations. Similarly, following an official complaint by several of our EU competitors, the European Commission recently concluded an anti-dumping investigation into mobile access equipment imported from China.
This could result in reduced demand for our products in the U.S. and have an adverse effect on our business or results of operations. Similarly, following an official complaint by several of our EU competitors, the European Commission recently concluded anti-dumping and anti-subsidy investigations into mobile access equipment imported from China.
Like other global companies, we have experienced cyber threats and incidents in our systems and those of our third-party providers, and we have experienced viruses and attacks targeting our information technology systems and networks, although none have had a material adverse effect on our business or financial condition.
Like other global companies, we have experienced cyber threats and incidents in our systems and those of our customers, suppliers and third-party service providers, and we have experienced viruses and attacks targeting our information technology systems and networks, although none have had a material adverse effect on our business or financial condition.
In the absence of labor strikes or other unusual circumstances, substantially all materials and components are normally available from multiple suppliers. However, certain of our businesses receive materials and components from a single source supplier, although alternative suppliers of such materials may be generally available.
In the absence of labor strikes or other unusual circumstances, substantially all materials and components are normally available from multiple suppliers. However, certain of our businesses receive materials and components from a limited number of qualified suppliers or a single source supplier, although alternative suppliers of such materials may be generally available.
Principal materials and components used in our various manufacturing processes include steel, castings, engines, tires, hydraulics, cylinders, drive trains, cab chassis, electric controls and motors, semiconductors, and a variety of other commodities and fabricated or manufactured items. The cost and availability of these materials, components and final assemblies have varied significantly in past years.
Principal materials and components used in our various manufacturing processes include steel, castings, engines, transmissions, wire harnesses, axles, tires, hydraulics, cylinders, drive trains, cab chassis, electric controls and motors, semiconductors, and a variety of other commodities and fabricated or manufactured items. The cost and availability of these materials, components and final assemblies have varied significantly in past years.
Concerns regarding sustainability matters have resulted, and may continue to result, in new legal and regulatory requirements, including, but not limited to, the European Union’s European Sustainability Reporting Standards under the Corporate Sustainability Reporting Directive and California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act.
Concerns regarding sustainability matters have resulted, and may continue to result, in new legal and regulatory requirements, including, but not limited to, the European Union’s European Sustainability Reporting Standards under the Corporate Sustainability Reporting Directive and California’s Climate Corporate Data Accountability Act.
If such duties are not enough to offset any subsidies provided by the Chinese government to Chinese manufacturers and/or if their duties are modified as a result of any appeal process, it could result in reduced demand for our products in the E.U. and have an adverse effect on our business or results of operation.
If anti-dumping and anti-subsidy duties are not enough to offset any subsidies provided by the Chinese government to Chinese manufacturers and/or if their duties are modified as a result of any appeal process, it could result in reduced demand for our products in the E.U. and have an adverse effect on our business or results of operation.
Such risks principally include: • uncertainties and instability in global and regional economic conditions, including changes related to market conditions caused by heightened inflation, economic recessions, and significant interest rate fluctuations; • ongoing political instability and uncertainties, including, but not limited to, the ongoing conflict between Russia and Ukraine, the conflict between Israel and Hamas, the relationship between China and the U.S. and other actual or anticipated military or political conflicts; • domestic and foreign customs and tariffs; • export duties and quotas; • trade protection measures and currency exchange controls; • changes in tax laws or interpretations, tax rates and tax legislation; • current and changing regulatory environments; • terrorist activities and the U.S. and international response thereto; • wage inflation, labor shortages and labor unrest; • difficulties protecting our intellectual property; • transportation delays and interruptions; • costs and difficulties in integrating, staffing and managing international operations, especially in developing markets; • difficulty in obtaining distribution support; • health epidemics or new pandemics; and • natural disasters.
Such risks principally include: • uncertainties and instability in global and regional economic conditions, including changes related to market conditions caused by inflation, economic recessions, and significant interest rate fluctuations; • ongoing political instability and uncertainties, including, but not limited to, actual or anticipated military or political conflicts; • domestic and foreign customs and tariffs; • export duties and quotas; • trade protection measures and currency exchange controls; • changes in tax laws or interpretations, tax rates and tax legislation; • current and changing regulatory environments; • terrorist activities and the U.S. and international response thereto; • wage inflation, labor shortages and labor unrest; • difficulties protecting our intellectual property; • transportation delays and interruptions; • costs and difficulties in integrating, staffing and managing international operations, especially in developing markets; • difficulty in obtaining distribution support; • health epidemics or new pandemics; and • natural disasters.
Management will be required to devote significant attention and resources to the integration process, which may disrupt business and, if implemented ineffectively, could preclude realization of the full benefits we expect.
Management will be required to devote significant attention and resources to the integration process, which may disrupt business and, if implemented ineffectively, could preclude realization of the full benefits anticipated.
We may assist customers in their rental, leasing and acquisition of our products by facilitating financing transactions directly between (i) end-user customers, distributors and rental companies and (ii) third-party financial institutions, providing recourse in certain circumstances.
We may with the rental, leasing and acquisition of our products by facilitating financing transactions directly between (i) end-user customers, dealers, distributors and rental companies and (ii) third-party financial institutions, providing recourse in certain circumstances.
We also issued an additional $750 million of senior unsecured notes on October 8, 2024, which will mature in 2032. Following the acquisition of ESG our debt levels have now increased significantly.
We also issued an additional $750 million of senior unsecured notes on October 8, 2024, which will mature in 2032. Following our recent REV Transaction and the acquisition of ESG, our debt levels have increased significantly.
While we believe we have successfully integrated acquisitions to date, we cannot ensure that previously acquired or newly acquired companies, including ESG, will operate profitably, that the intended beneficial effect from these acquisitions will be realized and that we will not encounter difficulties in implementing effective internal control processes in these acquired businesses, particularly when the acquired business operates in foreign jurisdictions and/or was privately owned.
While we believe we have successfully integrated acquisitions to date, we cannot ensure that previously acquired or newly merged or acquired companies, including REV, will operate profitably, that the intended beneficial effect from the REV Transaction or other acquisitions will be realized and that we will not encounter difficulties in implementing effective internal control processes in these merged or acquired businesses, particularly if such business operates in foreign jurisdictions and/or was privately owned.
We continuously seek to maintain a robust program of information security and controls, but these systems may be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.
We continuously seek to maintain a robust program of information security and controls, but these systems may not function as intended, be damaged, disrupted or shut down due to attacks by computer hackers, computer viruses, employee error or malfeasance, power outages, hardware failures, telecommunication or utility failures, the failure of third-party providers, catastrophes or other unforeseen events, and in any such circumstances our system redundancy and other disaster recovery planning may be ineffective or inadequate.
In addition, any actual or perceived defect or quality issue in our products could lead to negative public perceptions about the safety of our products and could cause harm to our overall business, reputation, financial condition and operating results. A material disruption to one of our significant manufacturing plants could adversely affect our ability to generate revenue.
Overall, any actual or perceived defect or quality issue in our products could lead to negative public perceptions about the safety of our products and could cause harm to our overall business, reputation, financial condition and operating results. A material disruption to one of our significant manufacturing plants may cause significant lost production and adversely affect our results of operations.
The successful integration of any previously acquired or newly acquired business also requires us to implement effective internal control processes in these acquired businesses.
The successful integration of any newly or previously acquired or merged business also requires us to implement effective internal control processes.
Our maximum liability is generally limited to our customer’s remaining payments due to the third-party financial institutions at the time of default. In the event of a customer default, we are generally able to recover and dispose of the equipment at a minimum loss, if any, to us.
Our maximum liability is generally limited to remaining payments due to the third-party financial institutions at the time of default or repurchase of the products. In the event of a default, we are generally able to recover and dispose of the equipment at a minimal loss, if any, to us.
The loss of the services of key employees or senior officers, or the inability to identify, hire, develop and retain other highly qualified personnel for such roles in the future, could adversely affect the quality and profitability of our business operations.
The loss of the services of key employees or senior management, or the inability to identify, hire, develop and retain other highly qualified personnel for such roles in the future, could adversely affect the quality and profitability of our business operations, at least in the short to medium term.
The risks associated with the ESG acquisition and our other past or future acquisitions include: • the business culture of the acquired business may not match well with our culture; • we may acquire or assume unexpected liabilities; • faulty assumptions may be made regarding the integration process; • unforeseen difficulties may arise in integrating operations and systems; • we may fail to retain, motivate and integrate key management and other employees of the acquired business; • higher than expected finance costs may arise due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or pension policies in any jurisdiction in which the acquired business conducts its operations; • we may experience problems in retaining customers and integrating customer bases; and • a large acquisition could stretch our resources and divert management’s attention from existing operations.
The risks associated with the REV Transaction and our other past or future acquisitions include: • the business culture of the merged or acquired businesses may not match well with our culture; • we may acquire or assume unexpected liabilities; • faulty assumptions may be made regarding the integration process; • unforeseen difficulties may arise in integrating operations and systems; • we may fail to retain, motivate and integrate key management and other employees of the merged or acquired businesses; • higher than expected finance costs may arise due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or benefit policies in any jurisdiction in which the merged or acquired business conducts its operations; • we may experience problems in retaining customers, distributors, dealers, suppliers, vendors, landlords and other business partners; and • a large transaction such as the REV Transaction could stretch our resources and divert management’s attention from existing operations.
As a result of the anti-dumping investigation, the European Commission imposed a range of anti-dumping duties on manufacturers who produce equipment in China, with the highest duties assigned to Chinese owned competitors.
As a result of these investigations, the European Commission imposed a range of duties on manufacturers who produce equipment in China, with most of the highest duties assigned to Chinese owned competitors.
Deterioration in credit quality of our customers or estimated residual value of our equipment could negatively impact the ability of our customers to obtain resources they need to purchase our equipment. Some of our customers have been unable to obtain the credit they need to buy our equipment.
Deterioration in credit quality of our customers or dealers, or estimated residual value of our equipment, could negatively impact the ability of our customers or dealers to obtain resources they need to purchase our equipment.
If operations at a significant facility were disrupted as a result of equipment failures, natural disasters, health epidemics, work stoppages, power outages or other reasons, our business, financial conditions and results of operations could be adversely affected. Interruptions in production could increase costs and delay the delivery of units in production.
If operations at a significant facility were disrupted as a result of equipment failures, natural disasters, health epidemics, work stoppages, power outages or other reasons, our business, financial conditions and results of operations could be adversely affected.
While our evaluation of any potential transaction includes business, legal, compliance and financial due diligence with the goal of identifying and evaluating the material risks involved, these due diligence reviews may not identify all of the issues necessary to accurately estimate the cost and potential risks of a particular acquisition or costs associated with any quality issues with an acquisition target's products or services.
While our evaluation of the recent REV Transaction and any potential transaction includes business, legal, compliance and financial due diligence with the goal of identifying and evaluating the material risks, these due diligence reviews may not identify all of the issues necessary to accurately identify and estimate the cost and potential risks associated with such transactions or costs associated with any quality issues with the related products or services.
We are subject to currency exchange risk to the extent that our costs are denominated in currencies other than those in which the Company earns revenue. Additionally, the reporting currency for our consolidated financial statements is the U.S. dollar.
Our Company operates in many areas of the world, involving transactions denominated in a variety of currencies. We are subject to currency exchange risk to the extent that our costs are denominated in currencies other than those in which the Company earns revenue. Additionally, the reporting currency for our consolidated financial statements is the U.S. dollar.
We may be adversely impacted by work stoppages and other labor matters. As of December 31, 2024, we employed approximately 11,400 team members worldwide and approximately one percent of our team members in the U.S. are represented by labor unions.
We may be adversely impacted by work stoppages and other labor matters. As of December 31, 2025, approximately one percent of our team members in the U.S. were represented by labor unions.
Some environmental laws impose strict, retroactive and joint and several liability for the remediation of the release of hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. Failure to comply with environmental laws could expose us to substantial fines or penalties and to civil and criminal liability.
Some environmental laws impose strict, retroactive and joint and several liability for the remediation of the release of hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault.
For instance, if we are unable to realize expected synergies from the ESG acquisition, or the cost to achieve these synergies is greater than expected, then the anticipated benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected.
If we are unable to realize expected synergies from the REV Transaction or other acquisition, or the merger-related costs to achieve these synergies is greater than expected, then the anticipated benefits of such transaction may not be realized fully or at all or may take longer to realize than expected.
The indirect impact of inflationary pressure on costs throughout the supply chain and the direct impact, for example, on costs for machines we import from our manufacturing operations in China, leads to higher input costs and lower margins on certain products we sell.
The indirect impact of inflationary pressure on costs throughout the supply chain and the direct impact, for example, on costs for machines we import outside of the U.S., leads to higher input costs and potentially lower margins on certain products we sell.
We have an internal policy that expressly prohibits engaging in any commercial bribery and public corruption, including facilitation payments. We conduct compliance risk reviews and assessments, have implemented training programs for our employees with respect to the Company’s prohibition against public corruption and commercial bribery, and perform reputational due diligence on certain third parties that transact Terex business.
We conduct compliance risk reviews and assessments, have implemented training programs for our employees with respect to our prohibition against public corruption and commercial bribery, and perform reputational due diligence on certain third parties that transact Terex business.
We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws. We must comply with all applicable laws, including the Foreign Corrupt Practices Act and other laws that prohibit engaging in corruption for the purpose of obtaining or retaining business.
We operate in many different jurisdictions and we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar worldwide anti-corruption laws. We must comply with all applicable laws, including the U.S. Foreign Corrupt Practices Act, the U.K.
The last several years have been marked by geopolitical instability, including the conflict between Russia and Ukraine as well as Israel and Hamas, social concerns, supply chain and freight constraints, a pandemic, labor shortages and wage increases, high inflation, high interest rates, foreign currency exchange volatility, and recessions, all of which have increased ongoing economic uncertainty and instability in the global markets.
The last several years have been marked by geopolitical instability, including multiple global conflicts, social concerns, supply chain and freight constraints, a pandemic, labor shortages and wage increases, high inflation, slower economic growth, high interest rates, foreign currency exchange volatility, recessions, tariffs and potential international trade wars, all of which have increased ongoing economic uncertainty and instability in the global markets.
Any new products that we develop may also not receive market acceptance or otherwise generate meaningful net sales or profits for us relative to our expectations and our investments. Failure to compete effectively could result in lower revenues from our products and services, lower gross margins or loss of market share.
New products may also not generate meaningful net sales or profits for us relative to our expectations and our investments, or they may reduce sales from existing models and adversely affect our results of operations. Failure to compete effectively could result in lower revenues from our products and services, lower gross margins or loss of market share.
See Risk Factor entitled, “We must comply with an injunction and related obligations imposed by the SEC.” We must comply with an injunction and related obligations imposed by the SEC.
We must comply with an injunction and related obligations imposed by the SEC.
However, we cannot provide any assurance that we will be able to realize the full anticipated benefits of these initiatives.
We have made, and continue to make, significant investments in these strategic initiatives. However, we cannot provide any assurance that we will be able to realize the full anticipated benefits of these initiatives.
It could also lead to product liability, breach of warranty, and other claims. As a manufacturer of equipment, we must manage the cost and risk associated with product warranties, repairs and recalls, regulatory penalties, product liability, breach of warranty, and other claims with respect to our products.
As a manufacturer of equipment, we must manage the cost and risk associated with product warranties, repairs and recalls, regulatory penalties, product liability, breach of warranty, and other claims with respect to our products. We establish warranty reserves that represent our estimate of the costs we expect to incur to fulfill our warranty obligations.
Our global activities and distribution model are subject to risk of corruption by our employees and in addition, our sales agents, distributors, dealers and other third parties that transact Terex business particularly because these parties are generally not subject to our control.
Our global activities and distribution model are subject to risk of corruption by our employees, sales agents, distributors, dealers and other third parties that transact Terex business, particularly because these parties are generally not subject to our control. We have an internal policy that expressly prohibits engaging in any commercial bribery and public corruption, including facilitation payments.
These liabilities, sanctions, damages and remediation efforts related to any non-compliance with such laws and regulations could have a material adverse effect on our business or results of operations. No such incidents have occurred which required us to pay material amounts to comply with such laws and regulations.
Our failure to comply with such laws, regulations, permits and approvals could expose us to substantial fines or penalties and to civil and criminal liability. These liabilities, sanctions, damages and remediation efforts related to any non-compliance with such laws and regulations could have a material adverse effect on our business or results of operations.
There can be no assurance third-party finance companies will continue to extend credit to our customers. High interest rates could have a dampening effect on the financial condition of some of our customers and their ability to repay credit obligations.
High interest rates could have a dampening effect on the financial condition of some of our customers and dealers and their ability to repay credit obligations.
It may be time-consuming and costly for us to modify our business operations to adapt to or comply with such tariffs. If we become unable to recover a substantial portion of any increased tariff related costs, the recent or increased international tariffs could materially and adversely affect our business, financial condition and results of operations.
Modifying our business operations to continuously adapt to or comply with rapidly evolving tariffs may be time-consuming and costly. If we become unable to recover a substantial portion of any tariff related costs from our customers, suppliers, duty draw-back, or other available avenues, it could materially and adversely affect our business, financial condition and results of operations.
An unexpected change in customer financial condition or future economic uncertainty could result in additional requirements for specific reserves, which could have a negative impact on our consolidated financial position. Competition and Strategic Performance Risks We may be unable to successfully integrate acquired businesses, including ESG.
An unexpected change in customer financial condition or future economic uncertainty could result in additional requirements for specific reserves, which could have a negative impact on our consolidated financial position.
We rely on sales of our products to generate cash from operations. Significant portions of our sales are financed by third-party finance companies on behalf of our customers. The availability of financing by third parties is affected by general economic conditions, credit worthiness of our customers and estimated residual value of our equipment.
We rely on sales of our products to generate cash from operations. Significant portions of our sales are financed by third-party finance companies on behalf of our dealers and customers.
Each business in our Company is unique, but all businesses are managed to the “Execute, Innovate, Grow” operating framework. This is part of our continuing strategy to deliver long-term growth and earnings to our stockholders. We have made, and continue to make, significant investments in these strategic initiatives.
The timing and amount of benefits from our strategic initiatives may not be as expected and our financial results could be adversely impacted. Each business in our Company is unique, but all businesses are managed to the “Execute, Innovate, Grow” operating framework. This is part of our continuing strategy to deliver long-term growth and earnings to our stockholders.
The use of artificial intelligence technologies 22 can pose risks from an intellectual property, confidential data leakage, data protection and privacy perspective, as well as raise ethical concerns, compliance issues, and security risks.
The use of artificial intelligence technologies to improve our business operations, information systems, products, services and features may continue to become more important but poses risks and challenges. The use of artificial intelligence technologies can pose risks from an intellectual property, confidential data leakage, data protection and privacy perspective, as well as raise ethical concerns, compliance issues, and security risks.
Any resulting escalation of trade tensions, including a trade war, could have a significant adverse effect on world trade and the world economy.
Additionally, changes in trade agreements, the continued imposition of tariffs by the United States, retaliatory tariffs by other countries and any resulting escalation of trade tensions, including a trade war, could have a significant adverse effect on world trade and the world economy.
The U.S. government has previously and now again recently imposed tariffs on certain foreign goods from a variety of countries and regions that it 15 perceives as engaging in unfair trade practices. Foreign governments have imposed, and may impose in the future, retaliatory tariffs on goods that their countries import from the U.S.
The U.S. government has continued to impose tariffs on a broad range of foreign goods from an increasing number of countries and regions that it perceives as engaging in unfair trade practices. Foreign governments have imposed, and may continue to impose, retaliatory tariffs on imports from the U.S. as well as other barriers to trade.
To compete successfully, our products must excel in terms of quality, reliability, durability, productivity, price, features, ease of use, safety and comfort, and we must provide excellent customer service and support. The greater financial resources of certain of our competitors may put us at a competitive disadvantage.
To compete successfully, our products must excel in terms of quality, reliability, durability, productivity, price, delivery times, features, customization, technical capability, product innovation, ease of use, safety and comfort, and we must provide excellent customer service and support.
See Risk Factor entitled, “We have a significant amount of debt outstanding and must comply with covenants in our debt agreements.” The timing and amount of benefits from our strategic initiatives may not be as expected and our financial results could be adversely impacted.
See Risk Factor entitled, “We have a significant amount of debt outstanding and must comply with covenants in our debt agreements.” 16 Our results after the completion of the REV Transaction may be adversely impacted if we do not effectively manage our expanded operations following the completion of the REV Transaction.
The current cyber threat environment continues to indicate increased risk for all companies, with cyber-attacks expanding in both frequency and sophistication. These threats may also be further enhanced in frequency or intensity through threat actors’ use of artificial intelligence technologies, which are becoming more rapidly developed and adopted.
These threats may be further enhanced in frequency, sophistication and intensity through threat actors’ adoption of artificial intelligence technologies, which are becoming more rapidly developed and adopted.
Manufacturing and Operational Risks We are exposed to political, economic and other risks that arise from operating a multinational business. Our operations are subject to a number of potential risks.
Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, our common stock, regardless of our operating performance. Manufacturing and Operational Risks We are exposed to political, economic and other risks that arise from operating a multinational business . Our operations are subject to a number of potential risks.
We establish warranty reserves that represent our estimate of the costs we expect to incur to fulfill our warranty obligations. We base our estimate for warranty reserves on our historical experience and other related assumptions. If actual results materially differ from these estimates, our results of operations could be materially affected.
We base our estimate for warranty reserves on our historical experience and other related assumptions. If actual results materially differ from these estimates, our results of operations could be materially affected. We also may not be able to enforce warranties to recover losses from suppliers if such suppliers refuse to honor a warranty or go out of business.
See the Risk Factor entitled “The imposition of new or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations” for additional details. 20 The Coalition of American Manufacturers of Mobile Access Equipment, an alliance of mobile access equipment producers in the U.S. of which we are a member, pursued anti-dumping and countervailing cases against unfairly traded Chinese imports of mobile access equipment.
See the Risk Factor entitled “The imposition of new, proposed or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations” for additional details.
The U.S. Department of Commerce has issued countervailing and anti-dumping duty rates on mobile access equipment from China.
The Coalition of American Manufacturers of Mobile Access Equipment, an alliance of mobile access equipment producers in the U.S. of which we are a member, pursued anti-dumping and countervailing cases against unfairly traded Chinese imports of mobile access equipment. The U.S. Department of Commerce has issued countervailing and anti-dumping duty rates on mobile access equipment from China.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAdditionally, our GCG engages an external third party to complete an annual red team penetration test to assess our preparedness. We apply lessons learned from our defense and monitoring efforts to help prevent future attacks. We also provide awareness training to our team members to help identify, avoid and mitigate cybersecurity threats.
Biggest changeWe are also utilizing artificial intelligence technologies to help detect and defend against cyber threats. Additionally, our GCG engages an external third party to complete an annual red team penetration test to assess our preparedness. We apply lessons learned from our defense and monitoring efforts to help prevent future attacks.
Senior management also keeps the Board apprised of cybersecurity incidents and related materiality assessments as appropriate. Terex has experienced cyber incidents in the normal course of business; however, no prior cybersecurity incident has had a material adverse effect on Terex’s business, strategy, results of operations, financial condition or reputation.
Senior management also keeps the Board apprised of cybersecurity incidents and related materiality assessments as appropriate. 28 Terex has experienced cyber incidents in the normal course of business; however, no prior cybersecurity incident has had a material adverse effect on Terex’s business, strategy, results of operations, financial condition or reputation.
The Audit Committee assists the Board with its oversight of cybersecurity risks and the steps taken by the Company to monitor and mitigate such cybersecurity risks. The VP Cybersecurity and SVP Chief Digital Officer provide regular, periodic reports to the Audit Committee on cybersecurity 25 metrics and matters.
The Audit Committee assists the Board with its oversight of cybersecurity risks and the steps taken by the Company to monitor and mitigate such cybersecurity risks. The VP Cybersecurity and SVP Chief Digital Officer provide regular, periodic reports to the Audit Committee on cybersecurity metrics and matters.
For more information on the cybersecurity threats and risks we face, see Part I, Item 1A. – Risk Factors. 26
For more information on the cybersecurity threats and risks we face, see Part I, Item 1A. – Risk Factors. 29
Our team members with network access participate annually in required training, including spear phishing and other awareness training. Terex also conducts at least one cyber-incident tabletop exercise annually in collaboration with outside counsel, cybersecurity insurance carriers and/or other third parties.
We also provide awareness training to our team members to help identify, avoid and mitigate cybersecurity threats. Our team members with network access participate annually in required training, including spear phishing and other awareness training. Terex also conducts at least one cyber-incident tabletop exercise annually in collaboration with outside counsel, cybersecurity insurance carriers and/or other third parties.
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We recognize the responsibility that comes with deploying and using advanced technologies, such as artificial intelligence, and are committed to educating team members on the safe and responsible use of the technology.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table outlines the principal manufacturing, distribution, service and office facilities owned, leased or utilized through logistics service agreement (as indicated below) by the Company and its subsidiaries in relation to our continuing businesses: BUSINESS SEGMENT FACILITY LOCATION BUSINESS SEGMENT FACILITY LOCATION Corporate/Other Norwalk, Connecticut (1) MP (Continued) Bad Schönborn, Germany Schaffhausen, Switzerland (1) Brisbane, Australia (1) Multiple Business Segments Southaven, Mississippi (1) Crespellano, Italy Changzhou, China Fontanafredda, Italy (1) Roosendaal, Netherlands (2) Monaghan, Republic of Ireland MP Oklahoma City, Oklahoma (1) Mount Vernon, Missouri Louisville, Kentucky Jiading, China Durand, Michigan AWP Moses Lake, Washington (1) Coalville, England North Bend, Washington (1) Hosur, India (1) Redmond, Washington (1) Subang Jaya, Malaysia (1) Bothell, Washington (1) Ballymoney, Northern Ireland Umbertide, Italy Campsie, Northern Ireland Darra, Australia (1) Dungannon, Northern Ireland Watertown, South Dakota Omagh, Northern Ireland (1) Huron, South Dakota Cookstown, Northern Ireland Monterrey, Mexico Newton, New Hampshire Sanand, Gujarat, India Canton, South Dakota ESG Fort Payne, Alabama (1) Fort Wayne, Indiana Vernon, Alabama Olds, Alberta Canada (1) Chattanooga, Tennessee (1) (1) These facilities are either partially or fully leased or subleased.
Biggest changeThe following table outlines the principal manufacturing, distribution, service and office facilities owned, leased or utilized through logistics service agreement (as indicated below) by the Company and its subsidiaries in relation to our continuing businesses: BUSINESS SEGMENT FACILITY LOCATION BUSINESS SEGMENT FACILITY LOCATION Corporate/Other Norwalk, Connecticut (1) MP (Continued) Dungannon, Northern Ireland Schaffhausen, Switzerland (1) Omagh, Northern Ireland (1) Multiple Business Segments Southaven, Mississippi (1) Cookstown, Northern Ireland Changzhou, China Newton, New Hampshire Roosendaal, Netherlands (1)(2) Canton, South Dakota ES Birmingham, Alabama (1) Fort Wayne, Indiana Fort Payne, Alabama (1) Olds, Alberta Canada (1) Vernon, Alabama Bad Schönborn, Germany Chattanooga, Tennessee (1) Brisbane, Australia (1) Huron, South Dakota Monaghan, Republic of Ireland Watertown, South Dakota Mount Vernon, Missouri Waukesha, Wisconsin (1) Aerials Moses Lake, Washington (1) MP Louisville, Kentucky North Bend, Washington (1) Durand, Michigan Redmond, Washington (1) Coalville, England Bothell, Washington (1) Hosur, India (1) Umbertide, Italy Subang Jaya, Malaysia (1) Monterrey, Mexico Ballymoney, Northern Ireland Sanand, Gujarat, India Campsie, Northern Ireland Rockhill, South Carolina (1) These facilities are either partially or fully leased or subleased.
ITEM 2. PROPERTIES As of December 31, 2024, our principal manufacturing, distribution, service and office facilities comprised a total of approximately eight million square feet of space worldwide.
ITEM 2. PROPERTIES As of December 31, 2025, our principal manufacturing, distribution, service and office facilities comprised a total of approximately seven million square feet of space worldwide.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS We are 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.
Biggest changeITEM 3. LEGAL PROCEEDINGS We are involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial, class actions, intellectual property and tax litigation, which have arisen in the normal course of operations.
However, outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in us incurring significant liabilities which could have a material adverse effect on our results of operations. For information regarding litigation and other contingencies and uncertainties, see Note N – “Litigation and Contingencies,” in the Notes to Consolidated Financial Statements. ITEM 4.
However, outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in us incurring significant liabilities which could have a material adverse effect on our results of operations. For information regarding litigation and other contingencies and uncertainties, see Note L – “Litigation and Contingencies,” in the Notes to Consolidated Financial Statements. ITEM 4.
MINE SAFETY DISCLOSURES Not applicable. 27 PART II
MINE SAFETY DISCLOSURES Not applicable. 30 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(2) In December 2022, our Board authorized the repurchase up to $150 million of our outstanding shares of common stock. ITEM 6. RESERVED 29
Biggest change(2) In December 2022, our Board authorized the repurchase up to $150 million of our outstanding shares of common stock. In July 2025, our Board authorized a further repurchase of up to $150 million of our outstanding shares of common stock. ITEM 6. RESERVED 32
All rights reserved. Purchases of Equity Securities The following table provides information about our purchases during the quarter ended December 31, 2024 of our common stock that is registered by us pursuant to the Exchange Act.
All rights reserved. Purchases of Equity Securities The following table provides information about our purchases during the quarter ended December 31, 2025 of our common stock that is registered by us pursuant to the Exchange Act.
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. Any additional payments of dividends will depend upon our financial condition, capital requirements and earnings, as well as other factors that the Board may deem relevant.
In February 2026, Terex’s Board declared a dividend of $0.17 per share, which will be paid on March 19, 2026 to the Company’s stockholders of record as of March 6, 2026. Any additional payments of dividends will depend upon our financial condition, capital requirements and earnings, as well as other factors that the Board may deem relevant.
The stock performance graph shows the change in market value of $100 invested in our common stock, the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P 500 Industrial Machinery & Supplies & Components Index for the period commencing December 31, 2019 through December 31, 2024. The cumulative total stockholder return assumes dividends are reinvested.
The stock performance graph shows the change in market value of $100 invested in our common stock, the Standard & Poor’s (“S&P”) 500 Stock Index and the S&P 500 Industrial Machinery & Supplies & Components Index for the period commencing December 31, 2020 through December 31, 2025. The cumulative total stockholder return assumes dividends are reinvested.
As of February 4, 2025, there were 472 registered stockholders of record of our common stock. Performance Graph The following stock performance graph is intended to show our stock performance compared with that of comparable companies.
As of February 10, 2026, there were 441 registered stockholders of record of our common stock. Performance Graph The following stock performance graph is intended to show our stock performance compared with that of comparable companies.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (2) October 1, 2024 – October 31, 2024 65,197 $52.42 64,308 $97,231 November 1, 2024 – November 30, 2024 72,812 $52.69 72,034 $93,438 December 1, 2024 – December 31, 2024 166,086 $47.71 161,961 $85,715 Total 304,095 $49.91 298,303 $85,715 (1) Amount includes shares of common stock purchased to satisfy requirements under the Company’s deferred compensation obligations to employees.
Issuer Purchases of Equity Securities Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (in thousands) (2) October 1, 2025 – October 31, 2025 1,356 $52.46 — $183,005 November 1, 2025 – November 30, 2025 2,322 $46.25 — $183,005 December 1, 2025 – December 31, 2025 6,387 $52.48 — $183,005 Total 10,065 $51.04 — $183,005 (1) Amount includes shares of common stock purchased to satisfy requirements under the Company’s deferred compensation obligations to employees.
We believe that our diversified portfolio of businesses, which evolves in accordance with acquisitions, dispositions and other transactions, is better benchmarked against the S&P 500 Industrial Machinery & Supplies & Components Index for comparison prospectively rather than a self-selected peer group of individual companies. 28 12/19 12/20 12/21 12/22 12/23 12/24 Terex Corporation 100.00 117.87 149.92 147.75 201.09 163.71 S&P 500 100.00 118.40 152.39 124.79 157.59 197.02 S&P 500 Industrial Machinery & Supplies & Components 100.00 115.38 141.86 120.71 152.18 169.14 Copyright© 2025 Standard & Poor's, a division of S&P Global.
We believe that our diversified portfolio of businesses, which evolves in accordance with acquisitions, divestitures and other transactions, is better benchmarked against the S&P 500 Industrial Machinery & Supplies & Components Index for comparison prospectively rather than a self-selected peer group of individual companies. 31 12/20 12/21 12/22 12/23 12/24 12/25 Terex Corporation 100.00 127.20 125.35 170.61 138.90 162.84 S&P 500 100.00 128.71 105.40 133.10 166.40 196.16 S&P 500 Industrial Machinery & Supplies & Components 100.00 122.96 104.62 131.90 146.60 159.55 Copyright© 2025 Standard & Poor's, a division of S&P Global.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeDec '24 Sep '24 Jun '24 Mar '24 Dec '23 Effective tax rate as adjusted 15.6 % 15.6 % 15.6 % 15.6 % Income (loss) from operations as adjusted 97 127 196 162 Multiplied by: 1 minus effective tax rate as adjusted 84.4 % 84.4 % 84.4 % 84.4 % Net operating income (loss) after tax as adjusted $ 82 $ 107 $ 165 $ 137 Debt $ 2,584 $ 628 $ 666 $ 724 $ 623 Less: Cash and cash equivalents (388) (352) (319) (365) (371) Debt less Cash and cash equivalents 2,196 276 347 359 252 Stockholders’ equity as adjusted 1,918 1,993 1,850 1,751 1,682 Debt less Cash and cash equivalents plus Stockholders’ equity as adjusted $ 4,114 $ 2,269 $ 2,197 $ 2,110 $ 1,934 December 31, 2024 ROIC 19.4 % NOPAT as adjusted (last 4 quarters) $ 491 Average Debt less Cash and cash equivalents plus Stockholders’ equity as adjusted (5 quarters) $ 2,525 Three months ended 12/31/24 Three months ended 9/30/24 Three months ended 6/30/24 Three months ended 3/31/24 Reconciliation of income (loss) from operations: Income (loss) from operations as reported $ 53 $ 122 $ 193 $ 158 Adjustments: Accelerated vesting / severance 4 5 3 4 Purchase price accounting 38 — — — Deal related 2 — — — Income (loss) from operations as adjusted $ 97 $ 127 $ 196 $ 162 As of 12/31/24 As of 9/30/24 As of 6/30/24 As of 3/31/24 As of 12/31/23 Reconciliation of Stockholders’ equity: Stockholders’ equity as reported $ 1,832 $ 1,957 $ 1,824 $ 1,732 $ 1,672 Effects of adjustments, net of tax: Accelerated vesting / severance 25 21 17 14 11 Purchase price accounting 32 — — — — Deal related 16 2 2 — — Product liability 3 3 3 3 3 Mark-to-market 10 10 4 2 (4) Stockholders’ equity as adjusted $ 1,918 $ 1,993 $ 1,850 $ 1,751 $ 1,682 33 Twelve Months Ended December 31, 2024 Income (loss) from continuing operations before income taxes (Provision for) benefit from income taxes Income tax rate Reconciliation of the full year 2024 effective tax rate: As reported $ 408 $ (73) 17.8 % Effect of adjustments: Accelerated vesting / severance 16 (4) Purchase price accounting 38 (6) Deal related 28 (6) Mark-to-Market 9 (2) Tax related to Swiss deferred tax asset — 8 Foreign tax redetermination UTP — 5 As adjusted $ 499 $ (78) 15.6 % 34 RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Exhibit 15 (a) (1) and (2) Financial Statements and Financial Statement Schedules of this Annual Report on Form 10-K.
Biggest changeDec '25 Sep '25 Jun '25 Mar '25 Dec '24 Effective tax rate as adjusted 13.5 % 13.5 % 13.5 % 13.5 % Operating profit as adjusted 123 168 164 111 Multiplied by: 1 minus effective tax rate as adjusted 86.5 % 86.5 % 86.5 % 86.5 % Net operating income (loss) after tax as adjusted $ 106 $ 145 $ 142 $ 96 Debt $ 2,584 $ 2,593 $ 2,593 $ 2,586 $ 2,584 Less: Cash and cash equivalents (772) (509) (374) (298) (388) Debt less Cash and cash equivalents 1,812 2,084 2,219 2,288 2,196 Stockholders’ equity as adjusted 2,231 2,156 2,079 1,931 1,881 Debt less Cash and cash equivalents plus Stockholders’ equity as adjusted $ 4,043 $ 4,240 $ 4,298 $ 4,219 $ 4,077 December 31, 2025 ROIC 11.7 % NOPAT as adjusted (last 4 quarters) $ 489 Average Debt less Cash and cash equivalents plus Stockholders’ equity as adjusted (5 quarters) $ 4,175 35 Three months ended 12/31/25 Three months ended 9/30/25 Three months ended 6/30/25 Three months ended 3/31/25 Reconciliation of operating profit: Operating profit as reported $ 137 $ 140 $ 129 $ 69 Adjustments: Restructuring and other 5 5 12 6 Purchase price accounting 20 20 20 21 Deal related 2 3 3 5 Litigation related — — — 10 Divestitures (41) — — — Operating profit as adjusted $ 123 $ 168 $ 164 $ 111 As of 12/31/25 As of 9/30/25 As of 6/30/25 As of 3/31/25 As of 12/31/24 Reconciliation of Stockholders’ equity: Stockholders’ equity as reported $ 2,095 $ 2,017 $ 1,965 $ 1,844 $ 1,832 Effects of adjustments, net of tax: Restructuring and other 28 23 19 9 3 Purchase price accounting 102 85 68 50 32 Deal related 37 26 23 19 14 Litigation related 8 8 8 8 — Equity security related (3) (3) (4) 1 — Divestitures (36) — — — — Stockholders’ equity as adjusted $ 2,231 $ 2,156 $ 2,079 $ 1,931 $ 1,881 Twelve Months Ended December 31, 2025 Income (loss) from continuing operations before income taxes (Provision for) benefit from income taxes Income tax rate Reconciliation of the full year 2025 effective tax rate: As reported $ 292 $ (71) 24.3 % Effect of adjustments: Restructuring and other 28 (7) Purchase price accounting 82 (19) Deal related 26 (6) Equity security related (3) 1 Litigation related 10 (2) Divestitures (41) 10 Tax related benefit (1) — 27 Tax related to Swiss deferred tax asset — 14 As adjusted $ 394 $ (53) 13.5 % (1) The amount represents tax benefit arising from foreign tax legislative changes, in addition to tax planning associated with restructuring activity. 36 RESULTS OF OPERATIONS The following discussion should be read in conjunction with the consolidated financial statements and accompanying notes included in Exhibit 15 (a) (1) and (2) Financial Statements and Financial Statement Schedules of this Annual Report on Form 10-K.
We seek to use cash held by our foreign subsidiaries to support our operations and continued growth plans through funding of capital expenditures, operating expenses or other similar cash needs of worldwide operations. Most of this cash could be used in the U.S., if necessary, without additional tax expense.
We seek to use cash held by our foreign subsidiaries to support our operations and continued growth plans through the funding of capital expenditures, operating expenses or other similar cash needs of worldwide operations. Most of this cash could be used in the U.S., if necessary, without additional tax expense.
Management believes that presenting these non-GAAP financial measures provides investors with additional analytical tools which are useful in evaluating our operating results and the ongoing performance of our underlying businesses because they (i) provide meaningful supplemental information regarding financial performance by excluding impact of one-time items and other items affecting comparability between periods, (ii) permit investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate our core operating performance across periods, and (iii) otherwise provide supplemental information that may be useful to investors in evaluating our financial results.
Management believes that presenting these non-GAAP financial measures provide investors with additional analytical tools which are useful in evaluating our operating results and the ongoing performance of our underlying businesses because they (i) provide meaningful supplemental information regarding financial performance by excluding impact of one-time items and other items affecting comparability between periods, (ii) permit investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate our core operating performance across periods, and (iii) otherwise provide supplemental information that may be useful to investors in evaluating our financial results.
Deterioration in our credit rating may influence suppliers’ willingness to extend terms and in turn accelerate cash requirements of our business. • Sales of our products are subject to general economic conditions, weather, competition, translation effect of foreign currency exchange rate changes, and other factors that in many cases are outside our direct control.
Deterioration in our credit rating may influence suppliers’ willingness to extend terms and in turn accelerate cash requirements of our business. • Sales of our products are subject to general economic conditions, tariffs, weather, competition, translation effect of foreign currency exchange rate changes, and other factors that in many cases are outside our direct control.
If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair values of our reporting units are greater than the carrying amounts, then a quantitative impairment test does not need to be performed. 38 If the qualitative assessment indicates a quantitative analysis should be performed or a quantitative analysis is directly elected, we evaluate goodwill for impairment by comparing the fair value of each of our reporting units to its carrying value, including the associated goodwill.
If, after assessing the totality of events or circumstances, we determine that it is more likely than not that the fair values of our reporting units are greater than the carrying amounts, then a quantitative impairment test does not need to be performed. 40 If the qualitative assessment indicates a quantitative analysis should be performed or a quantitative analysis is directly elected, we evaluate goodwill for impairment by comparing the fair value of each of our reporting units to its carrying value, including the associated goodwill.
Other We are subject to a number of contingencies and uncertainties including, without limitation, product liability claims, workers’ compensation liability, intellectual property litigation, self-insurance obligations, tax examinations, guarantees, class action lawsuits and other matters. See Note N – “Litigation and Contingencies” in the Notes to Consolidated Financial Statements for more information regarding contingencies and uncertainties.
Other We are subject to a number of contingencies and uncertainties including, without limitation, product liability claims, workers’ compensation liability, intellectual property litigation, self-insurance obligations, tax examinations, guarantees, class action lawsuits and other matters. See Note L – “Litigation and Contingencies” in the Notes to Consolidated Financial Statements for more information regarding contingencies and uncertainties.
Our ability to generate cash from operations is subject to numerous factors, including the following: • The duration and depth of the global economic volatility resulting from inflationary pressures, foreign exchange rate volatility, geopolitical uncertainty and high interest rates. • As our sales change, the amount of working capital needed to support our business may change. • Many of our customers fund their purchases through third-party finance companies that extend credit based on the creditworthiness of customers and expected residual value of our equipment.
Our ability to generate cash from operations is subject to numerous factors, including the following: • The duration and depth of the global economic volatility resulting from tariffs, trade war, geopolitical uncertainty, inflationary pressures, foreign exchange rate volatility and high interest rates. • As our sales change, the amount of working capital needed to support our business may change. • Many of our customers fund their purchases through third-party finance companies that extend credit based on the creditworthiness of customers and expected residual value of our equipment.
RECENT ACCOUNTING STANDARDS Please refer to Note A – “Basis of Presentation” in the accompanying Consolidated Financial Statements for a summary of recently issued accounting standards. 40 LIQUIDITY AND CAPITAL RESOURCES We are focused on generating cash and maintaining liquidity (cash and availability under our revolving line of credit) for the efficient operation of our business.
RECENT ACCOUNTING STANDARDS Please refer to Note A – “Basis of Presentation” in the accompanying Consolidated Financial Statements for a summary of recently issued accounting standards. 42 LIQUIDITY AND CAPITAL RESOURCES We are focused on generating cash and maintaining liquidity (cash and availability under our revolving line of credit) for the efficient operation of our business.
Discussions of 2022 and year-over-year comparison of 2023 and 2022 are not included in this document and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2023.
Discussions of 2023 and year-over-year comparison of 2024 and 2023 are not included in this document and can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024.
It is our policy to fund the retirement plans at the minimum level required by applicable regulations. In 2024, we made cash contributions and payments to the retirement plans of $11 million, and we estimate that our retirement plan contributions will be approximately $4 million in 2025.
It is our policy to fund the retirement plans at the minimum level required by applicable regulations. In 2025, we made cash contributions and payments to the retirement plans of $11 million, and we estimate that our retirement plan contributions will be approximately $4 million in 2026.
The increase in cash provided in financing activities was primarily due to higher debt borrowing and lower debt repayments. OFF-BALANCE SHEET ARRANGEMENTS Guarantees We may assist customers in their rental, leasing and acquisition of our products by facilitating financing transactions directly between (i) end-user customers, distributors and rental companies and (ii) third-party financial institutions, providing recourse in certain circumstances.
The increase in cash used in financing activities was primarily due to lower debt borrowing. OFF-BALANCE SHEET ARRANGEMENTS Guarantees We may assist customers in their rental, leasing and acquisition of our products by facilitating financing transactions directly between (i) end-user customers, distributors and rental companies and (ii) third-party financial institutions, providing recourse in certain circumstances.
We engage with customers through all stages of the product life cycle, from initial specification to parts and service support. We report our business in the following segments: (i) MP, (ii) AWP, and (iii) ESG. Further information about our reportable segments appears below and in Note B – “Business Segment Information” in the Notes to Consolidated Financial Statements.
We engage with customers through all stages of the product life cycle, from initial specification to parts and service support. We report our business in the following segments: (i) ES, (ii) MP, and (iii) Aerials. Further information about our reportable segments appears below and in Note B – “Business Segment Information” in the Notes to Consolidated Financial Statements.
Incremental cash repatriated to the U.S. would not be expected to result in material foreign income and withholding, U.S. federal or state income tax cost. We will continue to seek opportunities to tax-efficiently mobilize and redeploy funds. We had free cash flow of $190 million for the year ended December 31, 2024.
Incremental cash repatriated to the U.S. would not be expected to result in material foreign income and withholding, U.S. federal or state income tax cost. We will continue to seek opportunities to tax-efficiently mobilize and redeploy funds. We had free cash flow of $325 million for the year ended December 31, 2025.
This section of our Annual Report on Form 10-K generally discusses 2024 and 2023 and provides a year-over-year comparison of 2024 and 2023.
This section of our Annual Report on Form 10-K generally discusses 2025 and 2024 and provides a year-over-year comparison of 2025 and 2024.
The Company’s material cash requirements include the following contractual and other obligations: Debt As of December 31, 2024, the Company had outstanding debt of $2,554 million, with no payment due within 12 months, exclusive of minimum lease payments for capital lease obligations and secured borrowings.
The Company’s material cash requirements include the following contractual and other obligations: Debt As of December 31, 2025, the Company had outstanding debt of $2,552 million, with no payment due within 12 months, exclusive of minimum lease payments for capital lease obligations and secured borrowings.
In the calculation of ROIC, we adjust income (loss) from operations, effective tax rate, and stockholders’ equity to remove the effects of the impact of certain transactions in order to create a measure that is more useful to understanding our operating results and the ongoing performance of our underlying business excluding the impact of unusual items as shown in the tables below.
In the calculation of ROIC, we adjust operating profit, effective tax rate, and stockholders’ equity to remove the effects of the impact of certain transactions in order to create a measure that is more useful to understanding our operating results and the ongoing performance of our underlying business excluding the impact of unusual items as shown in the tables below.
We do not, nor do we suggest that investors consider, such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Non-GAAP measures also include translation effect of foreign currency exchange rate changes on net sales, gross profit, SG&A expenses and operating profit.
We do not, nor do we suggest that investors consider, such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Non-GAAP measures also include translation effect of foreign currency exchange rate changes on net sales, gross profit, selling, general & administrative (“SG&A”) expenses and operating profit.
Additionally, at December 31, 2024, we had outstanding letters of credit that totaled $95 million and maximum exposure of $72 million for credit guarantees outstanding related to recourse provided to third-party financial institutions when customers finance the purchase of equipment. We maintain defined benefit pension plans for some of our U.S. and non-U.S. operations.
Additionally, at December 31, 2025, we had outstanding letters of credit that totaled $85 million and maximum exposure of $53 million for credit guarantees outstanding related to recourse provided to third-party financial institutions when customers finance the purchase of equipment. 44 We maintain defined benefit pension plans for some of our U.S. and non-U.S. operations.
Future interest payments associated with the outstanding debt are approximately $645 million with $152 million payable within 12 months. For detailed debt information see Note J – “Long Term Obligations” in Notes to Consolidated Financial Statements. Leases The Company has leases for real property, vehicles and office and industrial equipment.
Future interest payments associated with such outstanding debt are approximately $707 million with $150 million payable within 12 months. For detailed debt information see Note I – “Long Term Obligations” in Notes to Consolidated Financial Statements. Leases The Company has leases for real property, vehicles and office and industrial equipment.
At December 31, 2024, we had cash and cash equivalents of $388 million and undrawn availability under our revolving line of credit of $800 million, giving us total liquidity of approximately $1,188 million.
At December 31, 2025, we had cash and cash equivalents of $772 million and undrawn availability under our revolving line of credit of $800 million, giving us total liquidity of approximately $1,572 million.
However, actual claims could be higher or lower than amounts estimated, as the amount and value of warranty claims are subject to variation as a result of many factors that cannot be predicted with certainty, including production quality issues, performance of new products, models and technology, changes in weather conditions for product operation, different uses for products and other similar factors. 39 Income Taxes – We estimate income taxes based on enacted tax laws in the various jurisdictions where we conduct business.
However, actual claims could be higher or lower than amounts estimated, as the amount and value of warranty claims are subject to variation as a result of many factors that cannot be predicted with certainty, including production quality issues, performance of new products, models and technology, changes in weather conditions for product operation, different uses for products and other similar factors.
We discuss forward-looking information related to expected earnings per share (“EPS”) excluding the impact of potential future acquisitions, divestitures, restructuring and other unusual items. Our 2025 outlook for EPS is a non-GAAP financial measure because it excludes unusual items.
We discuss forward-looking information related to expected earnings before interest, taxes, depreciation and amortization (“EBITDA”) and earnings per share (“EPS”) excluding the impact of potential future acquisitions, divestitures, restructuring, tariffs, trade policies and other unusual items. Our 2026 outlook for EBITDA and EPS is a non-GAAP financial measure because it excludes unusual items.
The following table reconciles net cash provided by (used in) operating activities to free cash flow (in millions): Year Ended 12/31/2024 Net cash provided by (used in) operating activities $ 326 Capital expenditures, net of proceeds from sale of capital assets (136) Free cash flow (use) $ 190 Pursuant to terms of our trade accounts receivable factoring arrangements, during the year ended December 31, 2024, we sold, without material recourse, approximately $715 million of trade accounts receivable to enhance liquidity. 41 Working capital as a percent of trailing three month annualized net sales was 24.0% at December 31, 2024.
The following table reconciles net cash provided by (used in) operating activities to free cash flow (in millions): Year Ended 12/31/2025 Net cash provided by (used in) operating activities $ 440 Capital expenditures, net of proceeds from sale of capital assets (115) Free cash flow (use) $ 325 Pursuant to terms of our trade accounts receivable factoring arrangements, during the year ended December 31, 2025, we sold, without material recourse, approximately $702 million of trade accounts receivable to enhance liquidity. 43 Working capital as a percentage of trailing three month annualized net sales was 20.8% at December 31, 2025.
We also believe adding Debt less Cash and cash equivalents to Stockholders’ equity provides a better comparison across similar businesses regarding total capitalization, and ROIC highlights the level of value creation as a percentage of capital invested.
We also believe adding Debt less Cash and cash equivalents to Stockholders’ equity provides a better comparison across similar businesses regarding total capitalization, and ROIC highlights the level of value creation as a percentage of capital invested. As the tables below show, our ROIC at December 31, 2025 was 11.7%.
Changes in market conditions, changes in our funding levels or actions by governmental agencies may result in accelerated funding requirements in future periods. In 2025, we expect approximately $120 million in capital expenditures, with our largest expenditures related to our manufacturing facility in Mexico and transformation initiatives.
Changes in market conditions, changes in our funding levels or actions by governmental agencies may result in accelerated funding requirements in future periods. In 2026, we expect approximately $185 million in capital expenditures, including capital expenditures in the REV business, with our largest expenditures related to our manufacturing facility in the U.S. and transformation initiatives.
Our Board declared a dividend of $0.17 per share in each quarter of 2024, which were paid to our stockholders. In February 2025, our Board declared a dividend of $0.17 per share, which will be paid on March 19, 2025 to our stockholders of record as of March 7, 2025.
In February 2026, our Board declared a dividend of $0.17 per share, which will be paid on March 19, 2026 to our stockholders of record as of March 6, 2026.
The increase in cash used in investing activities relates primarily to the acquisition of ESG. Cash provided by financing activities was $1,837 million for the year ended December 31, 2024, compared to cash used in financing activities of $288 million for the year ended December 31, 2023.
The decrease in cash provided by investing activities in the prior year related primarily to the acquisition of ESG. Cash used in financing activities was $123 million for the year ended December 31, 2025, compared to cash provided by financing activities of $1,837 million for the year ended December 31, 2024.
Income Taxes During the year ended December 31, 2024, we recognized income tax expense of $73 million on income of $408 million, an effective tax rate of 17.8%, as compared to income tax expense of $63 million on income of $580 million, an effective tax rate of 10.9%, for the year ended December 31, 2023.
Income Taxes During the year ended December 31, 2025, we recognized income tax expense of $71 million on income of $292 million, an effective tax rate of 24.3%, as compared to income tax expense of $73 million on income of $408 million, an effective tax rate of 17.8%, for the year ended December 31, 2024.
Primary currencies to which we are exposed are the Euro, British Pound, Chinese Yuan, Indian Rupee, Australian Dollar and Mexican Peso. We purchase hedging instruments to manage variability of future cash flows associated with recognized assets or liabilities due to changing currency exchange rates. See Risk Factors in Part I, Item 1A. for further information on our foreign exchange risk.
Primary currencies to which we are exposed are the Euro, British Pound, Chinese Yuan, Australian Dollar, Indian Rupee and Mexican Peso. We 45 purchase hedging instruments to manage variability of future cash flows associated with recognized assets or liabilities due to changing currency exchange rates.
Consolidated 2024 2023 2022 % of Sales % of Sales % of Sales % Change in Reported Amounts 2024 vs 2023 ($ amounts in millions) Net sales $ 5,127 — $ 5,152 — $ 4,418 — (0.5) % Gross profit 1,068 20.8 % 1,177 22.8 % 871 19.7 % (9.3) % SG&A expenses 542 10.6 % 540 10.5 % 451 10.2 % 0.4 % Income from operations 526 10.3 % 637 12.4 % 420 9.5 % (17.4) % Net sales for the year ended December 31, 2024 decreased $25 million when compared to 2023 primarily due to lower end-market demand across certain product lines and geographies within MP, partially offset by sales generated from the newly acquired ESG business and increased demand for booms and telehandlers in North America.
Consolidated 2025 2024 2023 % of Sales % of Sales % of Sales % Change in Reported Amounts 2025 vs 2024 ($ amounts in millions) Net sales $ 5,421 — $ 5,127 — $ 5,152 — 5.7 % Gross profit 1,051 19.4 % 1,068 20.8 % 1,177 22.8 % (1.6) % SG&A expenses 576 10.6 % 542 10.6 % 540 10.5 % 6.3 % Operating profit 475 8.8 % 526 10.3 % 637 12.4 % (9.7) % Net sales for the year ended December 31, 2025 increased $294 million when compared to 2024, primarily due to sales generated from the recently acquired ESG business, partially offset by lower end-market demand across most product lines and geographies within Aerials and MP.
We manage our exposure to interest rate risk by establishing a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintain a ratio of floating and fixed rates on this mix of indebtedness using interest rate derivatives when necessary.
See Risk Factors in Part I, Item 1A. for further information on our foreign exchange risk. We manage our exposure to interest rate risk by establishing a mix of indebtedness bearing interest at both floating and fixed rates at inception and maintain a ratio of floating and fixed rates on this mix of indebtedness using interest rate derivatives when necessary.
See Note I – “Derivative Financial Instruments” in the Notes to Consolidated Financial Statements for further information regarding our derivatives and Item 7A. – “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the impact changes in foreign currency exchange rates and interest rates may have on our financial performance.
See Item 7A. – “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the impact changes in foreign currency exchange rates and interest rates may have on our financial performance.
As the tables below show, our ROIC at December 31, 2024 was 19.4%. 32 Amounts described below are reported in millions of U.S. dollars, except for the effective tax rate as adjusted. Amounts are as of and for the three months ended for the periods referenced in the tables below.
Amounts described below are reported in millions of U.S. dollars, except for the effective tax rate as adjusted. Amounts are as of and for the three months ended for the periods referenced in the tables below.
The following tables show the calculation of our working capital and trailing three months annualized sales as of December 31, 2024 (in millions): Three months ended December 31, 2024 Net sales $ 1,241 x 4 Trailing three month annualized net sales $ 4,964 As of December 31, 2024 Inventories $ 1,147 Receivables 643 Trade accounts payable (580) Customer advances (21) Working capital $ 1,189 We remain focused on use of TFS to drive incremental sales by facilitating customer financing solutions in key markets.
The following tables show the calculation of our working capital and trailing three months annualized sales as of December 31, 2025 (in millions): Three months ended December 31, 2025 Net sales $ 1,318 x 4 Trailing three month annualized net sales $ 5,272 As of December 31, 2025 Inventories $ 1,109 Receivables 712 Trade accounts payable (683) Customer advances and Short-term unearned revenue (44) Working capital $ 1,094 We remain focused on the use of TFS to drive incremental sales by facilitating customer financing solutions in key markets.
We evaluate the net realizable value of our deferred tax assets each period to ensure that estimated future taxable income will be sufficient in character, amount and timing to result in the use of our deferred tax assets.
These deferred income tax balances arise from temporary differences due to divergent treatment of certain items for accounting and income tax purposes. We evaluate the net realizable value of our deferred tax assets each period to ensure that estimated future taxable income will be sufficient in character, amount and timing to result in the use of our deferred tax assets.
We calculate ROIC using the last four quarters’ NOPAT as this represents the most recent 12-month period at any given point of determination.
Debt is calculated using amounts for Current portion of long-term debt plus Long-term debt, less current portion. We calculate ROIC using the last four quarters’ NOPAT as this represents the most recent 12-month period at any given point of determination.
The Company is not able to reconcile these forward-looking non-GAAP financial measures to their most directly comparable forward-looking GAAP financial measures without unreasonable efforts because the Company is unable to predict with a reasonable degree of certainty the exact timing and impact of such items.
We are not able to reconcile these forward-looking non-GAAP financial measures to our most directly comparable forward-looking GAAP financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the exact timing and impact of such items. The unavailable information could have a significant impact on our full year 2026 GAAP financial results.
See Note N – “Litigation and Contingencies” in the Notes to Consolidated Financial Statements for further information regarding our guarantees. 43 CONTINGENCIES AND UNCERTAINTIES Foreign Exchange and Interest Rate Risk Our products are sold in over 100 countries around the world and, accordingly, our revenues are generated in foreign currencies, while costs associated with those revenues are only partly incurred in the same currencies.
CONTINGENCIES AND UNCERTAINTIES Foreign Exchange and Interest Rate Risk Our products are sold in over 100 countries around the world and, accordingly, our revenues are generated in foreign currencies, while costs associated with those revenues are only partly incurred in the same currencies.
Materials Processing 2024 2023 2022 % of Sales % of Sales % of Sales % Change in Reported Amounts 2024 vs 2023 ($ amounts in millions) Net sales $ 1,902 — $ 2,227 — $ 1,942 — (14.6) % Income from operations 252 13.2 % 359 16.1 % 298 15.3 % (29.8) % Net sales for the year ended December 31, 2024 decreased by $325 million when compared to 2023 primarily due to channel adjustments and lower end-market demand across certain product lines and geographies.
Materials Processing 2025 2024 2023 % of Sales % of Sales % of Sales % Change in Reported Amounts 2025 vs 2024 ($ amounts in millions) Net sales $ 1,681 — $ 1,902 — $ 2,227 — (11.6) % Operating profit 234 13.9 % 252 13.2 % 359 16.1 % (7.1) % Net sales for the year ended December 31, 2025 decreased by $221 million when compared to 2024, primarily due to lower channel requirements and end-market demand across most product lines and geographies.
See Note D - “Acquisitions and Dispositions” in our Consolidated Financial Statements for additional information regarding this transaction.
See Note D - “Acquisitions and Divestitures” in our Consolidated Financial Statements for additional information regarding the acquisition of ESG.
The ratio calculated by dividing working capital by trailing three months annualized net sales is a non-GAAP measure we believe measures our resource use efficiency. 30 Non-GAAP measures also include Net Operating Profit After Tax (“NOPAT”) as adjusted, income (loss) from operations as adjusted, effective tax rate as adjusted and stockholders’ equity as adjusted, which is used in the calculation of our after tax return on invested capital (“ROIC”) (collectively the “Non-GAAP Measures”), which are discussed in detail below.
Non-GAAP measures also include Net Operating Profit After Tax (“NOPAT”) as adjusted, operating profit as adjusted, effective tax rate as adjusted and stockholders’ equity as adjusted, which are used in the calculation of our after tax return on invested capital (“ROIC”) (collectively the “Non-GAAP Measures”), which are discussed in detail below.
We use data developed by business segment management as well as macroeconomic data in making these calculations. There are no assurances that future cash flow assumptions will be achieved. The amount of any impairment then recognized would be calculated as the difference between estimated fair value and carrying value of the asset.
We use data developed by business segment management as well as macroeconomic data in making these calculations. There are no assurances that future cash flow assumptions will be achieved.
As of December 31, 2024, the Company had contractual fixed costs primarily related to lease commitments of approximately $173 million, with $46 million payable within 12 months.
As of December 31, 2025, the Company had contractual fixed costs primarily related to lease commitments of approximately $165 million, with $46 million payable within 12 months. For detailed lease information see Note J – “Leases” in Notes to Consolidated Financial Statements.
The decrease in operating loss is primarily due to lower compensation cost and the favorable changes in foreign exchange performance, partially offset by higher severance costs. 36 Other 2024 2023 2022 % Change in Reported Amounts 2024 vs 2023 ($ amounts in millions) Interest (expense), net of interest income $ (76) $ (56) $ (46) (35.7) % Other income (expense) – net (42) (1) (7) * (Provision for) benefit from income taxes (73) (63) (67) (15.9) % Gain (loss) on disposition of discontinued operations – net of tax — 1 — * * Not a meaningful percentage Interest Expense, Net of Interest Income During the year ended December 31, 2024, interest expense, net of interest income, was $76 million or $20 million higher when compared to 2023 primarily due to the issuance of additional debt to finance the ESG acquisition, partially offset by reduced borrowing from the revolving line of credit and higher interest income in the current year.
Other 2025 2024 2023 % Change in Reported Amounts 2025 vs 2024 ($ amounts in millions) Interest (expense), net of interest income $ (165) $ (76) $ (56) (117.1) % Other income (expense) – net (18) (42) (1) 57.1 % (Provision for) benefit from income taxes (71) (73) (63) 2.7 % Gain (loss) on disposition of discontinued operations – net of tax — — 1 * * Not a meaningful percentage Interest Expense, Net of Interest Income During the year ended December 31, 2025, interest expense, net of interest income, was $165 million or $89 million higher when compared to 2024, primarily due to the issuance of additional debt in the fourth quarter of 2024 to finance the ESG acquisition.
The quantitative assessment indicated that each reporting unit had an estimated fair value which substantially exceeded its respective carrying amount at the annual impairment test date.
In connection with the annual impairment test conducted as of October 1, 2025, we bypassed the qualitative assessment and proceeded directly to the quantitative impairment test. The quantitative assessment indicated that each reporting unit had an estimated fair value which exceeded its respective carrying amount at the annual impairment test date.
Cash Flows Cash provided by operations was $326 million and $459 million for the years ended December 31, 2024 and 2023, respectively. The decrease in cash provided by operations was primarily driven by lower operating profitability. Cash used in investing activities was $2,127 million and $114 million for the years ended December 31, 2024 and 2023, respectively.
Cash Flows Cash provided by operations was $440 million and $326 million for the years ended December 31, 2025 and 2024, respectively. The increase in cash provided by operations was primarily driven by changes in working capital, partially offset by lower operating profitability.
Accrued Warranties – We record accruals for potential warranty claims based on our claim experience. A liability for estimated warranty claims is accrued at the time of sale. The liability is established using historical warranty claims experience for each product sold. Historical claims experience may be adjusted for known design improvements or for the impact of unusual product quality issues.
The liability is established using historical warranty claims experience for each product sold. Historical claims experience may be adjusted for known design improvements or for the impact of unusual product quality issues. Assumptions are updated for known events that may affect the potential warranty liability.
Gross profit for the year ended December 31, 2024 decreased $109 million when compared to 2023 primarily due to the impact of lower sales volume, unfavorable absorption and mix, and higher severance costs, partially offset by cost reductions.
Operating profit for the year ended December 31, 2025 decreased $18 million when compared to 2024, primarily due to lower sales volume, partially offset by gain on sale of tower and rough terrain cranes businesses and cost reductions.
We reported a liability of $18 million related to unrecognized tax benefits as of December 31, 2024. We expect this liability to decrease approximately by $4 million due to payments related to expected effective audit settlement in 2025.
We expect this liability to decrease approximately by $5 million due to payments related to expected effective audit settlement in 2026.
Other Income (Expense) – Net Other income (expense) – net for the year ended December 31, 2024 was an expense of $42 million, compared to $1 million in 2023.
Other Income (Expense) – Net Other income (expense) – net for the year ended December 31, 2025 was an expense of $18 million, compared to $42 million in 2024. The decrease in expense was primarily due to net gains recorded on equity securities and lower deal related costs in 2025.
Working capital is calculated using the Consolidated Balance Sheet amounts for Receivables (net of allowance) plus Inventories, less Trade accounts payable and Customer advances. We view excessive working capital as an inefficient use of resources, and seek to minimize the level of investment without adversely impacting ongoing operations of the business.
We view excessive working capital as an inefficient use of resources, and seek to minimize the level of investment without adversely impacting ongoing operations of the business. Trailing three months annualized net sales is calculated using net sales for the most recent quarter end multiplied by four.
We have no significant debt maturities until 2029. Our actions to maintain liquidity include disciplined management of costs and working capital.
Our main sources of funding are cash generated from operations, including cash generated from the sale of receivables, loans from our bank credit facilities and funds raised in capital markets. We have no significant debt maturities until 2029. Our actions to maintain liquidity include disciplined management of costs and working capital.
The gain in 2023 primarily relates to post-closing adjustments related to the sales of our former MHPS and mobile cranes businesses. 37 CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
The higher effective tax rate for the year ended December 31, 2025 when compared to the year ended December 31, 2024 was primarily due to an increase in unfavorable discrete items of which the most significant relates to change in German tax legislation. 39 CRITICAL ACCOUNTING ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period.
ROIC ROIC and other Non-GAAP Measures (as calculated below) assist in showing how effectively we utilize capital invested in our operations. ROIC is determined by dividing the sum of NOPAT for each of the previous four quarters by the average of Debt less Cash and cash equivalents plus Stockholders’ equity for the previous five quarters.
ROIC is determined by dividing the sum of NOPAT for each of the previous four quarters by the average of Debt less Cash and cash equivalents plus Stockholders’ equity for the previous five quarters. NOPAT for each quarter is calculated by multiplying Operating profit by one minus the full year 2025 effective tax rate as adjusted.
As compared to the prior year, sales were up in North America and down in all other major geographies. We continued to execute our capital allocation strategy in 2024 as we funded the ESG acquisition at favorable rates and terms and maintained our corporate ratings, made strategic investments in our businesses and we returned capital to shareholders.
As compared to the prior year, sales were up in North America driven by the ESG acquisition and down in all other major geographies. We continued to execute our capital allocation strategy in 2025 by driving more operational cash through tighter net working capital management and redeploying it to repurchase our shares opportunistically.
SG&A expenses for the year ended December 31, 2024 increased $2 million when compared to 2023 primarily due to higher severance costs, technology expenses and a prior year facility sale gain, partially offset by lower compensation cost.
SG&A expenses for the year ended December 31, 2025 increased $34 million when compared to 2024, primarily due to additional compensation costs related to the recently acquired ESG business, a one-time litigation related charge and higher restructuring and integration costs, partially offset by gain on the sale of the tower and rough terrain cranes businesses within MP and cost reductions within Aerials and MP.
We continued to invest in our businesses with $137 million deployed for capital expenditures in the 2024 to support business growth. We generated $190 million of free cash flow in 2024. We also returned $92 million to shareholders through share repurchases and dividends in 2024.
Our net working capital as a percentage of trailing three- month annualized sales improved from 24.0% in December 2024 to 20.8% in December 2025. We continue to invest in our businesses with $118 million deployed for capital expenditures to support business growth. We also returned $98 million to shareholders through share repurchases and dividends in 2025.
For detailed lease information see Note K – “Leases” in Notes to Consolidated Financial Statements. 42 Purchase Obligations The Company had purchase obligations of approximately $536 million, with substantially all purchase obligations payable within 12 months. Purchase obligations include non-cancellable and cancellable commitments. In many cases, cancellable commitments contain penalty provisions for cancellation.
Purchase Obligations As of December 31, 2025, the Company had purchase obligations of approximately $618 million, with substantially all purchase obligations payable within 12 months. Purchase obligations predominantly include cancellable and some non-cancellable commitments which may contain cancellation penalty provisions. We reported a liability of $20 million related to unrecognized tax benefits as of December 31, 2025.
AWP delivered operating margins of 11.4% for 2024, down 130 basis points compared to the prior year, driven by second half channel adjustments, production cuts and unfavorable mix. In 2024, our largest market remained North America, which represented approximately 66% of our global sales.
Aerials full year operating profit of 5.0% is 620 basis point lower than prior year driven by deliberate production cuts in Q1, unfavorable customer mix and tariffs. In 2025, our largest market remained North America, which represented approximately 72% of our global sales.
To determine the fair values, we use an income approach, along with other relevant market information, derived from a discounted cash flow model to estimate fair value of our reporting units. An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any, would be recognized.
An impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, if any, would be recognized. The loss recognized would not exceed total amount of goodwill allocated to that reporting unit.
During the year ended December 31, 2024, our liquidity increased by approximately $217 million from December 31, 2023 primarily due to an increase in our revolving line of credit. Our main sources of funding are cash generated from operations, including cash generated from the sale of receivables, loans from our bank credit facilities and funds raised in capital markets.
During the year ended December 31, 2025, our liquidity increased by approximately $384 million from December 31, 2024, primarily due to cash generated from operations, proceeds from sale of business and equity securities, and settlement of net investment hedges, partially offset by cash used in capital expenditures, share repurchases and dividends.
Corporate and Other / Eliminations 2024 2023 2022 % of Sales % of Sales % of Sales % Change in Reported Amounts 2024 vs 2023 ($ amounts in millions) Net sales $ 1 — $ 3 — $ (8) — (66.7) % Loss from operations (80) * (93) * (74) * 14.0 % * Not a meaningful percentage Loss from operations for the year ended December 31, 2024 decreased $13 million when compared to 2023.
Operating profit for the year ended December 31, 2025 decreased $168 million when compared to 2024, primarily due to lower sales volume, increased tariff expenses, production adjustments and a one-time litigation related charge, partially offset by a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency and cost reductions. 38 Corporate and Other / Eliminations 2025 2024 2023 % of Sales % of Sales % of Sales % Change in Reported Amounts 2025 vs 2024 ($ amounts in millions) Net sales $ (11) — $ (7) — $ (5) — (57.1) % Loss from operations (96) * (79) * (93) * (21.5) % * Not a meaningful percentage Net sales for the year ended December 31, 2025 decreased $4 million when compared to 2024, primarily due to changes in intercompany eliminations and lower sales for government programs.
Income from operations for the year ended December 31, 2024 decreased $29 million when compared to 2023 primarily due to unfavorable product mix, and unfavorable absorption from reduced production in the second half of the year, partially offset by incremental profit achieved on higher sales volume and reduced SG&A expenses.
Gross profit for the year ended December 31, 2025 decreased $17 million when compared to 2024, primarily due to the impact of Aerials and MP’s lower sales volume and unfavorable absorption due to production adjustments as well as tariffs within Aerials, partially offset by strong ES performance and a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency in Aerials.
The unavailable information could have a significant impact on the Company’s full year 2025 GAAP financial results. This forward-looking information provides guidance to investors about our EPS expectations excluding these unusual items that we do not believe are reflective of our ongoing operations.
This forward-looking information provides guidance to investors about our EBITDA and EPS expectations excluding these unusual items that we do not believe are reflective of our ongoing operations. 33 Working capital is calculated using the Consolidated Balance Sheet amounts for Receivables (net of allowance) plus Inventories, less Trade accounts payable, Customer advances and Short-term unearned revenue.
We recognize deferred income tax assets and liabilities, which represent future tax benefits or obligations of our legal entities. These deferred income tax balances arise from temporary differences due to divergent treatment of certain items for accounting and income tax purposes.
Income Taxes – We estimate income taxes based on enacted tax laws in the various jurisdictions where we conduct business. We recognize deferred income tax assets and liabilities, which represent future tax benefits or obligations of our legal entities.
We expect 2025 earnings per share of between [$4.70] and [$5.10] on lower legacy operating profit, partially offset by ESG accretion. It is important to realize we are operating in a challenging macroeconomic environment with many variables and geopolitical uncertainties, so results could change, negatively or positively. Our outlook excludes the potential impact of recently announced tariffs.
We expect 2026 sales of between $7.5 billion and $8.1 billion, EBITDA between $930 million to $1 billion and earnings per share between $4.50 to $5.00 based on the higher share count resulting from the completion of the transaction. We are operating in a complex environment with many macroeconomic variables and geo-political uncertainties and results could change negatively or positively.
See Note J – “Long-Term Obligations” for additional details on financing transactions. During the year ended December 31, 2024, we repurchased 860,674 shares of common stock for $46 million leaving approximately $86 million available for repurchase under our share repurchase programs.
During the year ended December 31, 2025, we repurchased 1,360,706 shares of common stock for $53 million leaving approximately $183 million available for repurchase under our share repurchase programs. Our Board declared a dividend of $0.17 per share in each quarter of 2025, which were paid to our stockholders.
Overview Safety is a top priority, not only for our team members, but also our customers. All Terex team members contribute to our effort of continuing to provide products and services for our customers, while maintaining a safe working environment.
Overview Safety remains a top priority for Terex, not only for our team members but also our customers. In 2025, our teams delivered our strongest safety performance to date while maintaining reliable delivery of equipment and services. We remain focused on executing our strategic priorities by investing to expand our presence in resilient and profitable end markets.
Income from operations for the year ended December 31, 2024 decreased by $111 million when compared to 2023 primarily due to the impact of lower sales volume, unfavorable absorption and mix, and higher severance costs, partially offset by cost reduction and lower compensation cost.
Loss from operations for the year ended December 31, 2025 increased $17 million when compared to 2024. The increase in operating loss is primarily due to changes in intercompany eliminations and lower sales for government programs.
MP sales declined in 2024 by 15% to $1.9 billion compared to 2023, driven by channel adjustments and challenging macroeconomic factors in Europe, especially in the second half of 2024. On the Aggregates side, we saw machines on rent longer than usual, impacting dealers’ replenishment of new units.
Full year sales of $1.7 billion were 11.6% lower than 2024 due to macro uncertainty, high interest rates which remain a headwind for rent to own conversions and weak European demand. On the aggregates side, we saw machines on rent longer than usual, impacting dealers' replenishment of new units.
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Trailing three months annualized net sales is calculated using net sales for the most recent quarter end multiplied by four.
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The ratio calculated by dividing working capital by trailing three months annualized net sales is a non-GAAP measure we believe measures our resource use efficiency.
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We remain focused on executing our multi-year growth plan and continue to invest in new technologies and products across our businesses. Our strategic operational priorities of execution, innovation and growth continue to strengthen our operations and allow us to capitalize on the demand in our end-markets. The recently completed acquisition of ESG strengthens our portfolio.
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As part of our ongoing portfolio evaluation to reduce business cyclicality, we completed the divestiture of our tower and rough terrain cranes businesses. We continue to deploy the Terex Operating System (“TOS”) to further enhance the efficiency of our operational footprint, reduce fixed costs, and drive sustained improvements in operational execution.
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ESG adds a non-cyclical, financially accretive, and market-leading business to our portfolio with tangible synergies in the fast-growing waste and recycling end market. The implementation of the Terex Operating System (“TOS”) is an important part of our execution improvement journey. We are evaluating our global footprint, focusing on opportunities to reduce fixed costs while improving operating performance.
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In addition, we completed the integration of ESG and are ahead of our commitment to deliver $25 million of synergies. Overall, 2025 financial performance demonstrated continued focus on our customers and our operational performance while navigating through a very dynamic environment, including tariffs.
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When it comes to innovation, we have a very exciting new product development pipeline focused on maximizing return on investment for our customers. We also continue to invest in robotics, automation, and digitizing workstreams to make our operations more efficient and more flexible.
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Net sales grew by 5.7% to $5.4 billion as the full year contribution from the ESG acquisition more than offset declines in Aerials and MP driven by channel adjustment. ESG continued to execute very well from higher throughput and profitability.
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This represents an important part of our roadmap to continuously become more competitive and more resilient regardless of market dynamics. Overall, 2024 financial performance demonstrated continued, strong execution and focus on delivering for our customers and dealers despite continued macroeconomic volatility resulting in the second highest full-year earnings per share performance in our history.
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We achieved operating profit of $475 million and free cash flow of $325 million, which translates to 147% of free cash flow conversion. Working capital reductions remain a key priority of our capital allocation strategy to deliver value to shareholders while investing for longer-term organic growth.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeCertain of our assets, liabilities, expenses, revenues and earnings are denominated in other countries’ currencies, including the Euro, British Pound, Chinese Yuan, Indian Rupee, Australian Dollar and Mexican Peso. Those assets, liabilities, expenses, revenues and earnings are translated into U.S. dollars at the applicable foreign exchange rates to prepare our consolidated financial statements.
Biggest changeForeign Exchange Risk Our products are sold in over 100 countries around the world. The reporting currency for our consolidated financial statements is the U.S. dollar. Certain of our assets, liabilities, expenses, revenues and earnings are denominated in other countries’ currencies, including the Euro, British Pound, Chinese Yuan, Australian Dollar, Indian Rupee and Mexican Peso.
Tariffs on certain foreign origin goods continue to put pressure on input costs, which we have been able to mitigate some effects of tariffs through the U.S. government’s duty draw-back mechanism, tariff exclusion process, footprint utilization, and prudent sourcing.
Tariffs on certain foreign origin goods continue to put pressure on input costs. We have been able to mitigate some effects of tariffs through the U.S. government’s duty draw-back mechanism, tariff exclusion process, footprint utilization, and prudent sourcing.
Based on this sensitivity analysis, we have determined that a strengthening or weakening of the U.S. dollar relative to other currencies by 10% to amounts already incorporated in the financial statements for the year ended December 31, 2024 would have had approximately a $37 million impact on the translation effect of foreign exchange rate changes already included in our reported operating income for the period ended December 31, 2024.
Based on this sensitivity analysis, we have determined that a strengthening or weakening of the U.S. dollar relative to other currencies by 10% to amounts already incorporated in the financial statements for the year ended December 31, 2025 would have had approximately a $34 million impact on the translation effect of foreign exchange rate changes already included in our reported operating income for the period ended December 31, 2025.
At December 31, 2024, 47.6% of our debt was floating rate debt and the weighted average interest rate of our total debt was 5.79%. At December 31, 2024, we performed a sensitivity analysis for our financial instruments that have interest rate risk. We calculated the pretax earnings effect on our interest sensitive instruments.
At December 31, 2025, 47.5% of our debt was floating rate debt and the weighted average interest rate of our total debt was 5.19%. At December 31, 2025, we performed a sensitivity analysis for our financial instruments that have interest rate risk. We calculated the pretax earnings effect on our interest sensitive instruments.
We actively manage our material sourcing, and employ various methods to limit risk associated with commodity cost fluctuations and availability. The overall continuity of material supply into our manufacturing operations has improved from the prior year.
We actively manage our material sourcing, and employ various methods to limit risk associated with commodity cost fluctuations and availability. The overall continuity of material supply into our manufacturing operations was stable during 2025.
Such fluctuations in foreign exchange rates relative to the U.S. dollar may cause our actual results to differ materially from those anticipated and have a material adverse effect on our business or results of operations. We assess foreign currency risk based on transactional cash flows, identify naturally offsetting positions and purchase hedging instruments to partially offset anticipated exposures.
Such fluctuations in foreign exchange rates relative to the U.S. dollar may cause our actual results to differ materially from those anticipated and have a material adverse effect on our business or results of operations.
The U.S. government has imposed tariffs on certain foreign goods from a variety of countries and regions that it perceives as engaging in unfair trade practices.
Additionally, import of certain purchased components and parts may be impacted by the implications of sanctions preventing the use of iron and steel from Russia in such components and parts. The U.S. government has imposed tariffs on certain foreign goods from a variety of countries and regions that it perceives as engaging in unfair trade practices.
We have designed and implemented plans to mitigate the impact of these risks by using alternate suppliers, expanding our supply base globally, leveraging our overall purchasing volumes to obtain favorable pricing and quantities, developing a closer working relationship with key suppliers and purchasing hedging instruments to partially offset anticipated exposures. 45 Principal materials and components used in our various manufacturing processes include steel, castings, engines, tires, hydraulics, cylinders, drive trains, cab chassis, electric controls and motors, semiconductors, and a variety of other commodities and fabricated or manufactured items.
We have designed and implemented plans to mitigate the impact of these risks by using alternate suppliers, expanding our supply base globally, leveraging our overall purchasing volumes to obtain favorable pricing and quantities, developing a closer working relationship with key suppliers and purchasing hedging instruments to partially offset anticipated exposures.
However, certain of our businesses receive materials and components from a single source supplier, although alternative suppliers of such materials may be generally available.
Commodities Risk In the absence of labor strikes or other unusual circumstances, substantially all materials and components are normally available from multiple suppliers. However, certain of our businesses receive materials and components from a single source supplier, although alternative suppliers of such materials may be generally available.
At December 31, 2024, we performed a sensitivity analysis on the impact that aggregate changes in the translation effect of foreign exchange rate changes would have on our operating income.
We assess foreign currency risk based on transactional cash flows, identify naturally offsetting positions and purchase hedging instruments to partially offset anticipated exposures. 46 At December 31, 2025, we performed a sensitivity analysis on the impact that aggregate changes in the translation effect of foreign exchange rate changes would have on our operating income.
Based on this sensitivity analysis, we have determined that an increase of 10% in our average floating interest rates at December 31, 2024 would not have materially increased interest expense during the year ended December 31, 2024. Commodities Risk In the absence of labor strikes or other unusual circumstances, substantially all materials and components are normally available from multiple suppliers.
Based on this sensitivity analysis, we have determined that an increase of 10% in our average floating interest rates at December 31, 2025 would have approximately a $7 million impact on interest expense during the year ended December 31, 2025.
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For further information on accounting related to derivative financial instruments, refer to Note I – “Derivative Financial Instruments” in our Consolidated Financial Statements. 44 Foreign Exchange Risk Our products are sold in over 100 countries around the world. The reporting currency for our consolidated financial statements is the U.S. dollar.
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Those assets, liabilities, expenses, revenues and earnings are translated into U.S. dollars at the applicable foreign exchange rates to prepare our consolidated financial statements.
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Inflationary pressure on certain purchased components have continued while the cost of U.S. steel has declined throughout 2024. Additionally, import of certain purchased components and parts may be impacted by the implications of sanctions preventing the use of iron and steel from Russia in such components and parts.
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Principal materials and components used in our various manufacturing processes include steel, castings, engines, tires, hydraulics, cylinders, drive trains, cab chassis, electric controls and motors, semiconductors, and a variety of other commodities and fabricated or manufactured items.
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Inflationary pressure on certain purchased components has persisted while the cost of U.S. steel remained volatile throughout 2025, driven by restocking demand and an increase of Section 232 tariffs on steel from 25% to 50%, which now apply to a broader range of steel and derivative products.

Other TEX 10-K year-over-year comparisons