TEREX CORP
For the period ended May 14, 2025. Filed Apr 1, 2025.
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May 14, 2025 · Filed Apr 1, 2025
Contents
APPENDIX A
Non-GAAP Reconciliation
In this proxy statement, Terex refers to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures that management believes are useful to both management and Terex's stockholders. These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies. In addition, the Company believes that non-GAAP financial measures should be considered in addition to, and not in lieu of, GAAP financial measures. Terex believes that this non-GAAP information is useful to understanding its operating results and the ongoing performance of its underlying businesses. Management of Terex uses both GAAP and non-GAAP financial measures to establish internal budgets and targets and to evaluate the Company’s financial performance against such budgets and targets. The non-GAAP financial measures in this proxy are reconciled to the closest GAAP measure in the tables below in accordance with SEC rules. The amounts described below are unaudited, are reported in millions of U.S. dollars (except share data and percentages), and are as of or for the period ended December 31, 2024, unless otherwise indicated.
Free Cash Flow
The Company calculates a non-GAAP measure of free cash flow. The Company defines free cash flow as Net cash provided by (used in) operating activities less Capital expenditures, net of proceeds from sale of capital assets. The Company believes that this measure of free cash flow provides management and investors further useful information on cash generation or use in our primary operations. The following table reconciles Net cash provided by (used in) operating activities to free cash flow (in millions):
| 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 |
GAAP to Non-GAAP Reconciliations
| FY 2024GAAP | Accelerated Vesting / Severance | Deal Related | Purchase Price Accounting | Mark-to-Market | Tax | FY 2024Non-GAAP | |
|---|---|---|---|---|---|---|---|
| Net Sales | $5,127 | — | — | — | — | — | $5,127 |
| Income (Loss) from Operations | 526 | 16 | 2 | 38 | — | — | 582 |
| Operating Margin | 10.3% | 11.3% | |||||
| Earnings (Loss) per Share | $4.96 | 0.17 | 0.33 | 0.43 | 0.10 | 0.12 | $6.11 |
| 2025 PROXY STATEMENT | 53 |
ROIC (2024 Long-Term Incentive Award)
| Dec '24 | Sep '24 | Jun '24 | Mar '24 | Dec '23 | |
|---|---|---|---|---|---|
| Effective tax rate as adjusted | 15.7% | 15.7% | 15.7% | 15.7% | |
| Income (loss) from operations as adjusted | 47 | 127 | 194 | 161 | |
| Multiplied by: 1 minus effective tax rate as adjusted | 84.3% | 84.3% | 84.3% | 84.3% | |
| Net operating income (loss) after tax as adjusted | $40 | $107 | $164 | $136 | |
| Debt as adjusted | $626 | $628 | $666 | $724 | $623 |
| Less: Cash and cash equivalents | (388) | (352) | (319) | (365) | (371) |
| Debt as adjusted less Cash and cash equivalents | 238 | 276 | 347 | 359 | 252 |
| Stockholders’ equity as adjusted | 1,873 | 1,979 | 1,836 | 1,740 | 1,674 |
| Debt as adjusted less Cash and cash equivalents plus Stockholders’ equity as adjusted | $2,111 | $2,255 | $2,183 | $2,099 | $1,926 |
| December 31, 2024 ROIC | 21.1% |
|---|---|
| NOPAT as adjusted (last 4 quarters) | $447 |
| Average Debt as adjusted less Cash and cash equivalents plus Stockholders’ equity as adjusted (5 quarters) | $2,115 |
| 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: | |||||
| ESG OP | (12) | — | — | — | |
| Restructuring | 4 | 5 | 1 | 3 | |
| Acquisitions and divestitures | 2 | — | — | — | |
| Income (loss) from operations as adjusted | $47 | $127 | $194 | $161 | |
| 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: | |||||
| Restructuring | 11 | 7 | 3 | 2 | 6 |
| Acquisitions and divestitures | 23 | 8 | 2 | — | 1 |
| Operational and multi-year impact items | 7 | 7 | 7 | 6 | (5) |
| Stockholders’ equity as adjusted | $1,873 | $1,979 | $1,836 | $1,740 | $1,674 |
| 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 Debt: | |||||
| Debt as reported | $2,584 | $628 | $666 | $724 | $623 |
| Effects of adjustments, net of tax: | |||||
| ESG acquisition debt | (1,958) | — | — | — | — |
| Debt as adjusted | $626 | $628 | $666 | $724 | $623 |
| 54 | WWW.TEREX.COM |
| 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% |
| Effects of adjustments: | |||
| Restructuring | 15 | (3) | |
| Acquisitions and divestitures | 28 | (7) | |
| Operational and multi-year impact items | 9 | (2) | |
| Tax related to Swiss deferred tax assets | — | 8 | |
| Foreign tax redetermination UTP | — | 5 | |
| As adjusted | $460 | $(72) | 15.7% |
| 2025 PROXY STATEMENT | 55 |
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