What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-03 compared with 2022-04-29 · 197 added, 62 removed, 556 unchanged (32% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Net sales $ 1,077.1 $ 1,038.7 $ 2,079.6 $ 1,902.9

32 unchanged sentences

Cash and cash equivalents $ 253.3 $ 266.9

Trade receivables (net of allowance of $ 9.5 and $ 9.7 at March 31, 2022 and December 31, 2021, respectively)

Trade receivables (net of allowance of $ 9.3 and $ 9.7 at June 30, 2022 and December 31, 2021, respectively)

Inventories 963.2 813.5

11 unchanged sentences

Trade accounts payable 604.6 537.7

Accrued freight 52.4 36.2

Other current liabilities 295.9 330.4

7 unchanged sentences

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

issued 83.9 and 83.4 shares at March 31, 2022 and December 31, 2021, respectively

issued 84.0 and 83.4 shares at June 30, 2022 and December 31, 2021, respectively

Additional paid-in capital 867.0 860.0

1 unchanged sentence

Accumulated other comprehensive income (loss) ( 320.9 ) ( 228.5 )

Less cost of shares of common stock in treasury – 14.6 and 14.2 shares at March 31, 2022 and December 31, 2021, respectively

Less cost of shares of common stock in treasury – 16.6 and 14.2 shares at June 30, 2022 and December 31, 2021, respectively

( 542.7 ) ( 459.7 )

24 unchanged sentences

69.3 $ 0.9 $ 860.7 $ 979.5 $ ( 248.5 ) $ ( 478.5 ) $ 1,114.1

Net income (loss) — — — 74.1 — — 74.1

Other comprehensive income (loss) – net of tax — — — — ( 72.4 ) — ( 72.4 )

Issuance of common stock related to compensation 0.1 — 1.8 — — — 1.8

Compensation under stock-based plans – net ( 0.1 ) — 4.3 — — 0.1 4.4

Dividends — — 0.2 ( 9.1 ) — — ( 8.9 )

Acquisition of treasury stock ( 1.9 ) — — — — ( 64.3 ) ( 64.3 )

Other — — — 0.1 — — 0.1

Balance at June 30, 2022

67.4 $ 0.9 $ 867.0 $ 1,044.6 $ ( 320.9 ) $ ( 542.7 ) $ 1,048.9

Shares Common

18 unchanged sentences

69.2 $ 0.9 $ 835.7 $ 781.7 $ ( 215.5 ) $ ( 456.7 ) $ 946.1

Net income (loss) — — — 73.9 — — 73.9

Other comprehensive income (loss) – net of tax — — — — 15.5 — 15.5

Issuance of common stock related to compensation — — 0.4 — — — 0.4

Compensation under stock-based plans – net — — 7.8 — — 0.1 7.9

Dividends — — 0.1 ( 8.5 ) — — ( 8.4 )

Acquisition of treasury stock — — — — — ( 1.4 ) ( 1.4 )

Other — — — ( 0.1 ) — — ( 0.1 )

Balance at June 30, 2021

69.2 $ 0.9 $ 844.0 $ 847.0 $ ( 200.0 ) $ ( 458.0 ) $ 1,033.9

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

2 unchanged sentences

(in millions)

Three Months Ended

Six Months Ended

Operating Activities

2 unchanged sentences

Depreciation and amortization 23.5 25.3

(Gain) loss on disposition of discontinued operations 0.4 ( 0.4 )

Loss on early extinguishment of debt 0.1 27.7

Stock-based compensation expense 16.2 17.6

9 unchanged sentences

Capital expenditures ( 47.0 ) ( 23.9 )

Proceeds from sale of capital assets — 1.2

Acquisitions, net of cash acquired, and investments ( 8.2 ) ( 25.9 )

Other investing activities, net 0.4 1.2

Net cash provided by (used in) investing activities ( 54.8 ) ( 48.6 )

2 unchanged sentences

Proceeds from issuance of debt 185.1 600.1

Payment of debt extinguishment costs — ( 16.9 )

Share repurchases ( 82.9 ) ( 1.5 )

11 unchanged sentences

Basis of Presentation and Principles of Consolidation.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of March 31, 2022 and for the three months ended March 31, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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

9 unchanged sentences

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

Operating results for the three months ended March 31, 2022 are not necessarily indicative of results that may be expected for the year ending December 31, 2022.

Cash and cash equivalents include $ 3.2 million and $ 3.7 million at March 31, 2022 and December 31, 2021, respectively, which were not immediately available for use.

Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of results that may be expected for the year ending December 31, 2022.

On April 22, 2022, the Company acquired a 100% ownership interest in Steelweld Fabrications Limited (“Steelweld”), a manufacturer of heavy fabrications based in Northern Ireland, to facilitate manufacturing of certain Materials Processing (“MP”) products.

Total cash consideration was approximately $ 6 million.

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

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

See Note G – “Goodwill and Intangible Assets” for additional information regarding goodwill recognized as a result of the acquisition.

Steelweld’s results of operations are consolidated within the MP segment in the Condensed Consolidated Financial Statements from the date of acquisition.

On July 29, 2022, the Company entered into an Asset and Stock Purchase Agreement to acquire a 100% ownership interest in ProAll International Mfg.

and ProAll UK Limited and related assets (“ProAll”), a manufacturer of volumetric mixers based in Canada.

Total consideration was approximately $ 39 million.

The transaction will be recorded as a business combination using the acquisition method of accounting.

ProAll’s results of operations will be consolidated within the MP segment in the Condensed Consolidated Financial Statements from the date of acquisition.

Cash and cash equivalents include $ 3.7 million at June 30, 2022 and December 31, 2021 which were not immediately available for use.

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

14 unchanged sentences

Provision for credit losses 0.6

Other adjustments ( 0.6 )

Balance as of March 31, 2022

Balance as of June 30, 2022

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

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

19 unchanged sentences

Foreign exchange effect/other ( 1.6 )

Balance as of March 31, 2022

Balance as of June 30, 2022

Fair Value Measurements.

16 unchanged sentences

The Company identifies its operating segments according to how business activities are managed and evaluated, and has identified three operating segments:

Materials Processing (“MP”), Aerials and Utilities.

MP, Aerials and Utilities.

As Aerials and Utilities operating segments share similar economic characteristics, these operating segments are aggregated into one operating segment, Aerial Work Platforms (“AWP”).

11 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

MP $ 480.7 $ 440.8 $ 933.4 $ 819.0

16 unchanged sentences

Three Months Ended

March 31, 2022 Three Months Ended

March 31, 2021

June 30, 2022

Three Months Ended

June 30, 2021

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

7 unchanged sentences

(1) Includes intercompany sales and eliminations.

(2) Total sales include $ 487.7 million and $ 415.7 million for the three months ended March 31, 2022 and 2021, respectively, attributable to the U.S., the Company’s country of domicile.

(2) Total sales include $ 564.1 million and $ 522.8 million for the three months ended June 30, 2022 and 2021, respectively, attributable to the U.S., the Company’s country of domicile.

Six Months Ended

June 30, 2022

Six Months Ended

June 30, 2021

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

Net sales by region

North America $ 371.8 $ 782.0 $ 3.4 $ 1,157.2 $ 329.1 $ 689.2 $ 15.4 $ 1,033.7

Western Europe 294.7 194.6 0.2 489.5 261.9 184.0 0.2 446.1

Asia-Pacific 187.9 95.6 — 283.5 162.5 161.1 0.4 324.0

Rest of World (1)

79.0 77.0 ( 6.6 ) 149.4 65.5 37.6 ( 4.0 ) 99.1

$ 933.4 $ 1,149.2 $ ( 3.0 ) $ 2,079.6 $ 819.0 $ 1,071.9 $ 12.0 $ 1,902.9

(1) Includes intercompany sales and eliminations.

(2) Total sales include $ 1,051.8 million and $ 938.5 million for the six months ended June 30, 2022 and 2021, respectively, attributable to the U.S., the Company’s country of domicile.

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

1 unchanged sentence

Three Months Ended

March 31, 2022 Three Months Ended

March 31, 2021

June 30, 2022

Three Months Ended

June 30, 2021

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

7 unchanged sentences

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

Six Months Ended

June 30, 2022

Six Months Ended

June 30, 2021

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

Net sales by product type

Aerial Work Platforms $ — $ 839.0 $ 0.8 $ 839.8 $ — $ 805.2 $ 0.6 $ 805.8

Materials Processing Equipment 549.3 — 0.5 549.8 489.9 — — 489.9

Specialty Equipment 382.7 — 0.7 383.4 328.6 — 1.5 330.1

Utility Equipment — 226.6 — 226.6 — 187.7 0.6 188.3

1.4 83.6 ( 5.0 ) 80.0 0.5 79.0 9.3 88.8

Total $ 933.4 $ 1,149.2 $ ( 3.0 ) $ 2,079.6 $ 819.0 $ 1,071.9 $ 12.0 $ 1,902.9

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

NOTE C – INCOME TAXES

During the three months ended March 31, 2022, the Company recognized income tax expense of $ 11.9 million on income of $ 64.2 million, an effective tax rate of 18.5 %, as compared to income tax expense of $ 7.7 million on income of $ 47.4 million, an effective tax rate of 16.2 %, for the three months ended March 31, 2021.

The higher effective tax rate for the three months ended March 31, 2022 when compared with the three months ended March 31, 2021 is primarily due to increased tax on the geographic distribution of income partially offset by reduced U.S.

During the three months ended June 30, 2022, the Company recognized income tax expense of $ 15.1 million on income of $ 89.2 million, an effective tax rate of 16.9 %, as compared to income tax expense of $ 14.4 million on income of $ 86.7 million, an effective tax rate of 16.6 %, for the three months ended June 30, 2021.

The higher effective tax rate for the three months ended June 30, 2022 when compared with the three months ended June 30, 2021 is primarily due to lower favorable discrete benefit in the current quarter largely offset by reduced tax on the geographic distribution of income.

During the six months ended June 30, 2022, the Company recognized income tax expense of $ 27.0 million on income of $ 153.4 million, an effective tax rate of 17.6 %, as compared to income tax expense of $ 22.1 million on income of $ 134.1 million, an effective tax rate of 16.5 %, for the six months ended June 30, 2021.

The higher effective tax rate for the six months ended June 30, 2022 when compared with the six months ended June 30, 2021 is primarily due to lower favorable discrete benefit in the current year period partially offset by reduced U.S.

tax on foreign income.

1 unchanged sentence

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

June 30, Six Months Ended

2022 2021 2022 2021

Income (loss) from continuing operations

1 unchanged sentence

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

— 1.6 ( 0.4 ) 2.0

Net income (loss) $ 74.1 $ 73.9 $ 126.0 $ 114.0

10 unchanged sentences

Restricted stock awards

0.4 1.1 0.8 1.2

Diluted weighted average shares outstanding 69.3 70.9 70.1 70.9

5 unchanged sentences

Non-vested restricted stock awards and restricted stock units (“Restricted Stock Awards”) granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share using the treasury stock method.

Weighted average restricted stock awards of approximately 0.3 million and 0.1 million were outstanding during the three months ended March 31, 2022 and 2021, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

Weighted average Restricted Stock Awards of approximately 0.9 million and 0.1 million were outstanding during the three months ended June 30, 2022 and 2021, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

Weighted average Restricted Stock Awards of approximately 0.6 million and 0.1 million were outstanding during the six months ended June 30, 2022 and 2021, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

NOTE E – INVENTORIES

6 unchanged sentences

Inventories $ 963.2 $ 813.5

Work-in-process inventory includes approximately $ 52 million and $ 10 million of substantially completed inventory awaiting installation of final components at March 31, 2022 and December 31, 2021, respectively.

Information regarding principal materials, components and commodities and any risks associated with these items are included in Item 3.

– “Quantitative and Qualitative Disclosures about Market Risk – Commodities Risk.”

Reserves for lower of cost or net realizable value and excess and obsolete inventory were $ 59.6 million and $ 57.8 million at March 31, 2022 and December 31, 2021, respectively.

Work-in-process inventory includes approximately $ 63 million and $ 10 million of substantially completed inventory awaiting installation of final components at June 30, 2022 and December 31, 2021, respectively.

Reserves for lower of cost or net realizable value and excess and obsolete inventory were $ 57.5 million and $ 57.8 million at June 30, 2022 and December 31, 2021, respectively.

NOTE F – PROPERTY, PLANT AND EQUIPMENT

16 unchanged sentences

179.0 101.1 280.1

Acquisitions 3.0 — 3.0

Foreign exchange effect and other ( 13.9 ) ( 1.8 ) ( 15.7 )

Balance at March 31, 2022, gross

Balance at June 30, 2022, gross

191.3 137.9 329.2

Accumulated impairment ( 23.2 ) ( 38.6 ) ( 61.8 )

Balance at March 31, 2022, net

Balance at June 30, 2022, net

$ 168.1 $ 99.3 $ 267.4

In connection with the Steelweld acquisition, the Company recognized goodwill of $ 3.0 million during the period.

The goodwill was assigned to the MP reporting unit and attributable primarily to the assembled workforce and expected synergies from the business combination.

The goodwill is not expected to be deductible for income tax purposes.

See Note A – “Basis of Presentation” for additional information regarding the Steelweld acquisition.

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

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Weighted Average Life

8 unchanged sentences

$ 70.7 $ ( 58.7 ) $ 12.0 $ 72.4 $ ( 59.0 ) $ 13.4

In connection with the Steelweld acquisition, the Company recognized customer relationships of $ 0.6 million with an estimated useful life of three years during the period.

See Note A – “Basis of Presentation” for additional information regarding the Steelweld acquisition.

Three Months Ended

June 30, Six Months Ended

(in millions) 2022 2021 2022 2021

3 unchanged sentences

The Company operates internationally, with manufacturing and sales facilities in various locations around the world.

In the normal course of business, the Company uses cash flow derivatives to manage exposures.

In the normal course of business, the Company uses derivatives to manage commodity, currency and interest rate exposures.

For a derivative to qualify for hedge accounting treatment at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions, and methods of assessing hedge effectiveness.

5 unchanged sentences

Commodity Swaps

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 19.2 million and $ 22.5 million at March 31, 2022 and December 31, 2021, respectively.

Commodity swaps outstanding at March 31, 2022 mature on or before August 31, 2022.

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 15.6 million and $ 22.5 million at June 30, 2022 and December 31, 2021, respectively.

Commodity swaps outstanding at June 30, 2022 mature on or before August 31, 2023.

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

3 unchanged sentences

Cross Currency Swaps

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 66.4 million and $ 68.2 million at March 31, 2022 and December 31, 2021, respectively.

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 62.9 million and $ 68.2 million at June 30, 2022 and December 31, 2021, respectively.

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

6 unchanged sentences

Fair values of these contracts are derived using quoted forward foreign exchange prices to interpolate values of outstanding trades at the reporting date based on their maturities.

Foreign exchange contracts outstanding at March 31, 2022 mature during the second quarter of 2022.

The Company had $ 23.7 million and $ 19.4 million notional value of foreign exchange contracts outstanding that were designated as cash flow hedging instruments at March 31, 2022 and December 31, 2021, respectively.

Foreign exchange contracts outstanding at June 30, 2022 mature during the third quarter of 2022.

The Company had $ 0.3 million and $ 19.4 million notional value of foreign exchange contracts outstanding that were designated as cash flow hedging instruments at June 30, 2022 and December 31, 2021, respectively.

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

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

The Company had $ 194.0 million and $ 139.7 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at March 31, 2022 and December 31, 2021, respectively.

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

The Company had $ 204.1 million and $ 139.7 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at June 30, 2022 and December 31, 2021, respectively.

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

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

10 unchanged sentences

Foreign exchange contracts Other current assets $ — $ 1.8 $ ( 0.1 ) $ 0.7

Cross currency swaps - net investment hedge Other current assets 1.0 — — —

Commodity swaps Other current assets 1.0 — 4.3 —

Cross currency swaps - net investment hedge Other non-current assets 0.8 — — —

Foreign exchange contracts Other current liabilities — ( 1.0 ) — —

7 unchanged sentences

Instrument Three Months Ended

March 31, 2022 Three Months Ended

March 31, 2021 Income Statement Account Three Months Ended

March 31, 2022 Three Months Ended

March 31, 2021

June 30, 2022 Six Months Ended

June 30, 2022 Income Statement Account Three Months Ended

June 30, 2022 Six Months Ended

June 30, 2022

Foreign exchange contracts $ ( 0.1 ) $ — Cost of goods sold $ 0.1 $ 0.1

1 unchanged sentence

Cross currency swaps - net investment hedge 3.0 3.7 Selling, general and administrative expenses — —

Total $ ( 2.2 ) $ ( 3.2 ) Total $ 2.4 $ 7.4

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

Instrument Three Months Ended

June 30, 2021 Six Months Ended

June 30, 2021 Income Statement Account Three Months Ended

June 30, 2021 Six Months Ended

June 30, 2021

Foreign exchange contracts $ — $ — Cost of goods sold $ 0.1 $ 0.1

Commodity swaps 7.0 14.9 Cost of goods sold 1.7 1.4

Cross currency swaps - net investment hedge ( 0.7 ) 2.2 Selling, general and administrative expenses — —

Interest rate caps ( 0.4 ) 2.6 Interest expense ( 0.3 ) ( 0.6 )

4 unchanged sentences

Three Months Ended

March 31, 2022 Three Months Ended

March 31, 2021 Three Months Ended

March 31, 2022 Three Months Ended

March 31, 2021

June 30, 2022 Six Months Ended

June 30, 2022 Three Months Ended

June 30, 2022 Six Months Ended

June 30, 2022

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 864.2 ) $ ( 1,680.9 ) $ ( 11.7 ) $ ( 22.3 )

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

Foreign exchange contracts 0.1 0.1 — —

Commodity swaps 2.3 7.3 — —

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

Cross currency swaps - net investment hedge — — 0.2 0.3

Total $ 2.4 $ 7.4 $ 0.2 $ 0.3

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

Cost of goods sold Interest expense

Three Months Ended

June 30, 2021 Six Months Ended June 30, 2021 Three Months Ended

June 30, 2021 Six Months Ended

June 30, 2021

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 807.1 ) $ ( 1,495.9 ) $ ( 13.0 ) $ ( 28.3 )

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

Foreign exchange contracts 0.1 0.1 — —

Commodity swaps 1.7 1.4 — —

Interest rate caps — — ( 0.3 ) ( 0.6 )

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

Instrument Income Statement Account 2022 2021 2022 2021

8 unchanged sentences

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

Within unrealized net gains (losses) included in AOCI as of March 31, 2022, it is estimated that approximately $ 5 million of gains are expected to be reclassified into earnings in the next twelve months.

Within unrealized net gains (losses) included in AOCI as of June 30, 2022, it is estimated that approximately $ 1 million of gains are expected to be reclassified into earnings in the next twelve months.

NOTE I – LONG-TERM OBLIGATIONS

8 unchanged sentences

3 provided the Company with an additional term loan (the “2019 Term Loan”) in the amount of $ 200 million.

The Original Term Loan bears interest at a rate of LIBOR plus 2.00 % with a 0.75 % LIBOR floor.

The Company recorded a loss on early extinguishment of debt related to the amendment and restatement of the Credit Agreement of $ 2.4 million in the second quarter of 2021.

During the first quarter of 2021, the Company prepaid the 2019 Term Loan prior to its maturity date to reduce the Company’s outstanding debt and lower its leverage.

1 unchanged sentence

The 2019 Term Loan bore interest at a rate of LIBOR plus 2.75 % with a 0.75 % LIBOR floor.

The Original Term Loan bears interest at a rate of LIBOR plus 2.00 % with a 0.75 % LIBOR floor.

During the second quarter of 2022 and 2021, the Company prepaid $ 23.0 million and $ 83.0 million, respectively, of the amount outstanding on the Original Term Loan prior to its maturity date to reduce the Company’s outstanding debt.

During the three months ended June 30, 2022 and 2021, the Company recorded a loss on early extinguishment of debt related to prepayment of $ 0.1 million and $ 0.7 million, respectively, for accelerated amortization of debt acquisition costs and original issue discount.

Unlimited incremental commitments may be extended at the option of the existing or new lenders and can be in the form of revolving credit commitments, term loan commitments, or a combination of both, with incremental amounts in excess of $ 300 million as long as the Company satisfies the maximum permitted level of senior secured leverage as defined in the Credit Agreement.

9 unchanged sentences

The Credit Agreement also contains customary default provisions.

The Company was in compliance with all covenants contained in the Credit Agreement as of March 31, 2022.

As of March 31, 2022 and December 31, 2021, the Company had $ 77.9 million and $ 77.8 million, net of discount, respectively, in Term Loans outstanding under the Credit Agreement.

The weighted average interest rate on the Term Loans at March 31, 2022 and December 31, 2021 was 2.75 %.

The Company had $ 65.0 million of revolving credit amounts outstanding as of March 31, 2022 and no revolving credit amounts outstanding as of December 31, 2021.

The weighted average interest rate on the revolving credit amounts at March 31, 2022 was 2.17 %.

The Company was in compliance with all covenants contained in the Credit Agreement as of June 30, 2022.

As of June 30, 2022 and December 31, 2021, the Company had $ 54.9 million and $ 77.8 million, net of discount, respectively, in Term Loans outstanding under the Credit Agreement.

The weighted average interest rate on the Term Loans at June 30, 2022 and December 31, 2021 was 2.86 % and 2.75 %, respectively.

The Company had $ 175.0 million of revolving credit amounts outstanding as of June 30, 2022 and no revolving credit amounts outstanding as of December 31, 2021.

The weighted average interest rate on the revolving credit amounts at June 30, 2022 was 2.80 %.

The Company obtains letters of credit that generally serve as collateral for certain liabilities included in the Condensed Consolidated Balance Sheet and guaranteeing the Company’s performance under contracts.

7 unchanged sentences

Letters of credit outstanding (in millions):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

$400 Million Facility $ — $ —

10 unchanged sentences

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

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

5% Senior Notes

4 unchanged sentences

Fair Value of Debt

The Company estimates the fair values of its debt set forth below as of March 31, 2022, as follows (in millions, except for quotes):

The Company estimates the fair values of its debt set forth below as of June 30, 2022, as follows (in millions, except for quotes):

Book Value Quote Fair Value

12 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Pension Non-U.S.

1 unchanged sentence

Pension Non-U.S.

Pension Other U.S.

Pension Non-U.S.

Pension Other U.S.

Pension Non-U.S.

Pension Other

32 unchanged sentences

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

For credit guarantees outstanding as of March 31, 2022 and December 31, 2021, the maximum exposure determined was $ 140.0 million and $ 143.5 million, respectively.

For credit guarantees outstanding as of June 30, 2022 and December 31, 2021, the maximum exposure determined was $ 124.6 million and $ 143.5 million, respectively.

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

The allowance for credit losses on credit guarantees was $ 6.6 million and $ 6.3 million at March 31, 2022 and December 31, 2021, respectively.

The allowance for credit losses on credit guarantees was $ 6.8 million and $ 6.3 million at June 30, 2022 and December 31, 2021, respectively.

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

2 unchanged sentences

Changes in Accumulated Other Comprehensive Income (Loss)

The table below presents changes in AOCI by component for the three months ended March 31, 2022 and 2021.

The table below presents changes in AOCI by component for the three and six months ended June 30, 2022 and 2021.

All amounts are net of tax (in millions).

Three Months Ended

March 31, 2022 Three Months Ended

March 31, 2021

June 30, 2022 Three Months Ended

June 30, 2021

CTA Derivative Hedging Adj.

13 unchanged sentences

$ ( 278.9 ) $ 0.8 $ ( 2.9 ) $ ( 39.9 ) $ ( 320.9 ) $ ( 156.6 ) $ 13.7 $ 0.6 $ ( 57.7 ) $ ( 200.0 )

Six Months Ended

June 30, 2022

Six Months Ended

June 30, 2021

CTA Derivative Hedging Adj.

Debt & Equity Securities Adj.

Pension Liability Adj.

Total CTA Derivative Hedging Adj.

Debt & Equity Securities Adj.

Pension Liability Adj.

Beginning balance $ ( 188.0 ) $ 4.0 $ — $ ( 44.5 ) $ ( 228.5 ) $ ( 145.2 ) $ ( 6.0 ) $ 1.2 $ ( 58.4 ) $ ( 208.4 )

Other comprehensive income (loss) before reclassifications

( 90.5 ) 2.6 ( 2.9 ) 3.9 ( 86.9 ) ( 11.4 ) 20.5 ( 0.6 ) ( 0.4 ) 8.1

Amounts reclassified from AOCI

( 0.4 ) ( 5.8 ) — 0.7 ( 5.5 ) — ( 0.8 ) — 1.1 0.3

Net other comprehensive income (loss)

( 90.9 ) ( 3.2 ) ( 2.9 ) 4.6 ( 92.4 ) ( 11.4 ) 19.7 ( 0.6 ) 0.7 8.4

Ending balance $ ( 278.9 ) $ 0.8 $ ( 2.9 ) $ ( 39.9 ) $ ( 320.9 ) $ ( 156.6 ) $ 13.7 $ 0.6 $ ( 57.7 ) $ ( 200.0 )

Stock-Based Compensation

During the three months ended March 31, 2022, the Company awarded 0.7 million shares of restricted stock awards to its employees with a weighted average grant date fair value of $ 40.46 per share.

During the six months ended June 30, 2022, the Company awarded 0.7 million shares of Restricted Stock Awards to its employees with a weighted average grant date fair value of $ 40.45 per share.

Approximately 58 % of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants.

13 unchanged sentences

The table below presents shares repurchased, inclusive of transactions executed but not settled, by the Company under this program.

Quarter Ended

March 31 Total Number of

Six Months Ended

June 30 Total Number of

Shares Repurchased Amount of Shares Repurchased

2 unchanged sentences

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

Year First Quarter

Year First Quarter Second Quarter

2022 $ 0.13 $ 0.13

2021 $ 0.12 $ 0.12

In July 2022, Terex’s Board of Directors declared a dividend of $ 0.13 per share, which will be paid on September 19, 2022 to the Company’s shareholders of record as of August 12, 2022.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements