What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-07-31 compared with 2024-04-26 · 192 added, 57 removed, 563 unchanged (31% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

2024 2023 2024 2023

Net sales $ 1,381.7 $ 1,403.1 $ 2,674.2 $ 2,638.8

31 unchanged sentences

Cash and cash equivalents $ 319.3 $ 370.7

Receivables (net of allowance of $ 9.1 and $ 8.3 at March 31, 2024 and December 31, 2023, respectively)

Receivables (net of allowance of $ 10.4 and $ 8.3 at June 30, 2024 and December 31, 2023, respectively)

Inventories 1,232.8 1,186.0

11 unchanged sentences

Trade accounts payable 703.7 702.6

Accrued compensation and benefits 98.6 135.6

Other current liabilities 282.2 278.2

7 unchanged sentences

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

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

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

Additional paid-in capital 909.0 906.1

1 unchanged sentence

Accumulated other comprehensive income (loss) ( 342.7 ) ( 287.1 )

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

Less cost of shares of common stock in treasury – 18.8 and 18.5 shares at June 30, 2024 and December 31, 2023

( 644.1 ) ( 622.4 )

24 unchanged sentences

66.6 $ 0.9 $ 900.1 $ 1,771.7 $ ( 315.9 ) $ ( 624.9 ) $ 1,731.9

Net income (loss) — — — 140.7 — — 140.7

Other comprehensive income (loss) – net of tax — — — — ( 26.8 ) — ( 26.8 )

Issuance of common stock related to compensation — — 0.8 — — — 0.8

Compensation under stock-based plans – net — — 8.0 — — — 8.0

Dividends — — 0.1 ( 11.6 ) — — ( 11.5 )

Acquisition of treasury stock ( 0.3 ) — — — — ( 19.2 ) ( 19.2 )

Balance at June 30, 2024

66.3 $ 0.9 $ 909.0 $ 1,900.8 $ ( 342.7 ) $ ( 644.1 ) $ 1,823.9

Shares Common

17 unchanged sentences

67.3 $ 0.9 $ 868.9 $ 1,302.9 $ ( 315.3 ) $ ( 562.8 ) $ 1,294.6

Net income (loss) — — — 159.4 — — 159.4

Other comprehensive income (loss) – net of tax — — — — 10.0 — 10.0

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

Compensation under stock-based plans – net — — 9.6 — — — 9.6

Dividends — — 0.2 ( 10.3 ) — — ( 10.1 )

Acquisition of treasury stock ( 0.6 ) — — — — ( 31.6 ) ( 31.6 )

Other — — — — — ( 0.1 ) ( 0.1 )

Balance at June 30, 2023

66.7 $ 0.9 $ 879.1 $ 1,452.0 $ ( 305.3 ) $ ( 594.5 ) $ 1,432.2

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

13 unchanged sentences

Capital expenditures ( 59.2 ) ( 39.1 )

Proceeds from sale of capital assets 0.1 33.5

Acquisitions, net of cash acquired, and investments ( 1.8 ) ( 15.8 )

17 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, 2024 and for the three months ended March 31, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of June 30, 2024 and for the three and six months ended June 30, 2024 and 2023 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, 2024 are not necessarily indicative of results that may be expected for the year ending December 31, 2024.

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

Accounting Standards to be Implemented.

12 unchanged sentences

Receivables and Allowance for Doubtful Accounts.

Receivables include $ 633.5 million and $ 493.8 million of trade accounts receivable at March 31, 2024 and December 31, 2023, respectively.

Receivables include $ 664.7 million and $ 493.8 million of trade accounts receivable at June 30, 2024 and December 31, 2023, respectively.

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

5 unchanged sentences

Provision for credit losses 2.6

Balance as of March 31, 2024

Balance as of June 30, 2024

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

3 unchanged sentences

The supplier invoices that have been confirmed as valid under the program require payment in full within 60-90 days of invoice date.

There is no confirmed obligation outstanding at March 31, 2024 and December 31, 2023, respectively.

Confirmed obligation amounts outstanding were immaterial at June 30, 2024 and December 31, 2023.

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

19 unchanged sentences

Foreign exchange effect/other ( 0.6 )

Balance as of March 31, 2024

Balance as of June 30, 2024

Fair Value Measurements.

30 unchanged sentences

Three Months Ended

Six Months Ended

2024 2023 2024 2023

MP $ 498.6 $ 577.4 $ 1,018.6 $ 1,131.2

16 unchanged sentences

Three Months Ended

March 31, 2024

June 30, 2024

Three Months Ended

March 31, 2023

June 30, 2023

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 $ 732.5 million and $ 628.8 million for the three months ended March 31, 2024 and 2023, respectively, attributable to the U.S., the Company’s country of domicile.

(2) Total sales include $ 809.8 million and $ 771.4 million for the three months ended June 30, 2024 and 2023, respectively, attributable to the U.S., the Company’s country of domicile.

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

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

Net sales by region

North America $ 478.3 $ 1,206.3 $ 2.9 $ 1,687.5 $ 508.6 $ 1,017.9 $ 6.2 $ 1,532.7

Western Europe 252.3 257.3 0.3 509.9 315.1 263.5 0.1 578.7

Asia-Pacific 191.4 95.2 0.9 287.5 200.7 112.0 0.2 312.9

Rest of World (1)

96.6 95.7 ( 3.0 ) 189.3 106.8 117.4 ( 9.7 ) 214.5

$ 1,018.6 $ 1,654.5 $ 1.1 $ 2,674.2 $ 1,131.2 $ 1,510.8 $ ( 3.2 ) $ 2,638.8

(1) Includes intercompany sales and eliminations.

(2) Total sales include $ 1.5 billion and $ 1.4 billion for the six months ended June 30, 2024 and 2023, 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, 2024

June 30, 2024

Three Months Ended

March 31, 2023

June 30, 2023

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, 2024

Six Months Ended

June 30, 2023

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

Net sales by product type

Aerial Work Platforms $ — $ 1,167.0 $ 1.0 $ 1,168.0 $ — $ 1,069.4 $ 1.1 $ 1,070.5

Materials Processing Equipment 687.9 — — 687.9 672.0 — — 672.0

Specialty Equipment 330.2 — 0.1 330.3 455.7 — 0.6 456.3

Utility Equipment — 301.2 — 301.2 — 285.3 — 285.3

0.5 186.3 — 186.8 3.5 156.1 ( 4.9 ) 154.7

Total $ 1,018.6 $ 1,654.5 $ 1.1 $ 2,674.2 $ 1,131.2 $ 1,510.8 $ ( 3.2 ) $ 2,638.8

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

NOTE C – INCOME TAXES

During the three months ended March 31, 2024, the Company recognized income tax expense of $ 28.0 million on income of $ 136.5 million, an effective tax rate of 20.5 %, as compared to income tax expense of $ 23.3 million on income of $ 133.2 million, an effective tax rate of 17.5 %, for the three months ended March 31, 2023.

The higher effective tax rate for the three months ended March 31, 2024 when compared with the three months ended March 31, 2023 is primarily due to higher tax related to geographic distribution of income and lower favorable discrete items.

During the three months ended June 30, 2024, the Company recognized income tax expense of $ 33.4 million on income of $ 174.1 million, an effective tax rate of 19.2 %, as compared to income tax expense of $ 32.0 million on income of $ 191.8 million, an effective tax rate of 16.7 %, for the three months ended June 30, 2023.

The higher effective tax rate for the three months ended June 30, 2024 when compared with the three months ended June 30, 2023 is primarily due to higher tax related to geographic distribution of income and less favorable discrete items.

During the six months ended June 30, 2024, the Company recognized income tax expense of $ 61.4 million on income of $ 310.6 million, an effective tax rate of 19.8 %, as compared to income tax expense of $ 55.3 million on income of $ 325.0 million, an effective tax rate of 17.0 %, for the six months ended June 30, 2023.

The higher effective tax rate for the six months ended June 30, 2024 when compared with the six months ended June 30, 2023 is primarily due to higher tax related to geographic distribution of income and less favorable discrete items.

On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework.

4 unchanged sentences

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

Six Months Ended

2024 2023 2024 2023

Income (loss) from continuing operations

1 unchanged sentence

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

— ( 0.4 ) — 2.3

Net income (loss) $ 140.7 $ 159.4 $ 249.2 $ 272.0

9 unchanged sentences

Restricted stock

0.5 0.5 0.7 0.8

Diluted weighted average shares outstanding 67.7 68.1 67.8 68.5

2 unchanged sentences

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

— ( 0.01 ) — 0.03

Net income (loss) $ 2.08 $ 2.34 $ 3.68 $ 3.97

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

Weighted average Restricted Stock of approximately 0.3 million and 0.1 million were outstanding during the three months ended March 31, 2024 and 2023, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

Weighted average Restricted Stock of approximately 0.1 million and 0.5 million were outstanding during the three months ended June 30, 2024 and 2023, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

Weighted average Restricted Stock of approximately 0.1 million and 0.3 million were outstanding during the six months ended June 30, 2024 and 2023, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

NOTE E – INVENTORIES

6 unchanged sentences

Inventories $ 1,232.8 $ 1,186.0

Inventory reserves were $ 70.1 million and $ 70.5 million at March 31, 2024 and December 31, 2023, respectively.

Inventory reserves were $ 71.3 million and $ 70.5 million at June 30, 2024 and December 31, 2023, respectively.

NOTE F – PROPERTY, PLANT AND EQUIPMENT

17 unchanged sentences

Foreign exchange effect and other ( 2.7 ) ( 0.6 ) ( 3.3 )

Balance at March 31, 2024, gross

Balance at June 30, 2024, gross

214.8 138.3 353.1

Accumulated impairment ( 23.2 ) ( 38.6 ) ( 61.8 )

Balance at March 31, 2024, net

Balance at June 30, 2024, net

$ 191.6 $ 99.7 $ 291.3

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Weighted Average Life

8 unchanged sentences

$ 78.3 $ ( 64.2 ) $ 14.1 $ 79.3 $ ( 63.6 ) $ 15.7

Three Months Ended

Three Months Ended June 30, Six Months Ended

(in millions) 2024 2023 2024 2023

11 unchanged sentences

Commodity Swaps

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 16.8 million and $ 22.2 million at March 31, 2024 and December 31, 2023, respectively.

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

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 12.5 million and $ 22.2 million at June 30, 2024 and December 31, 2023, respectively.

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

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

3 unchanged sentences

Cross Currency Swaps

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 248.7 million and $ 250.0 million at March 31, 2024 and December 31, 2023, respectively.

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 278.1 million and $ 250.0 million at June 30, 2024 and December 31, 2023, 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, 2024 mature on or before June 21, 2024.

The Company had $ 1.6 million and $ 4.6 million notional value of foreign exchange contracts outstanding that were designated as cash flow hedging instruments at March 31, 2024 and December 31, 2023, respectively.

Foreign exchange contracts outstanding at June 30, 2024 mature on or before December 31, 2024.

The Company had no foreign exchange contracts outstanding that were designated as cash flow hedging instruments at June 30, 2024.

The Company had $ 4.6 million notional value of foreign exchange contracts outstanding that were designated as cash flow hedging instruments at December 31, 2023.

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

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

The Company had $ 199.9 million and $ 300.1 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at March 31, 2024 and December 31, 2023, respectively.

The Company had $ 303.8 million and $ 300.1 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at June 30, 2024 and December 31, 2023, 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.

17 unchanged sentences

Instrument Three Months Ended

March 31, 2024

Three Months Ended

March 31, 2023 Income Statement Account Three Months Ended

March 31, 2024

Three Months Ended

March 31, 2023

June 30, 2024

Six Months Ended

June 30, 2024 Income Statement Account Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

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

2 unchanged sentences

Total $ ( 0.2 ) $ 4.1 Total $ 0.4 $ 0.2

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

Instrument Three Months Ended

June 30, 2023

Six Months Ended

June 30, 2023

Income Statement Account Three Months Ended

June 30, 2023

Six Months Ended

June 30, 2023

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

Commodity swaps 0.8 4.1 Cost of goods sold ( 1.1 ) ( 2.9 )

Cross currency swaps - net investment hedge ( 0.7 ) ( 1.7 ) Selling, general and administrative expenses — —

Total $ 0.1 $ 2.0 Total $ ( 1.3 ) $ ( 3.1 )

The following tables provide the effect of derivative instruments that are designated as hedges in the Condensed Consolidated Statement of Comprehensive Income (Loss) (in millions):

2 unchanged sentences

Three Months Ended

March 31, 2024

June 30, 2024

Six Months Ended

June 30, 2024

Three Months Ended

March 31, 2023

June 30, 2024

Six Months Ended

June 30, 2024

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 1,053.3 ) $ ( 2,048.5 ) $ ( 15.6 ) $ ( 30.6 )

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

Commodity swaps 0.4 0.2 — —

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

Cross currency swaps - net investment hedge — — 0.9 1.8

Total $ 0.4 $ 0.2 $ 0.9 $ 1.8

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

Cost of goods sold Interest expense

Three Months Ended

March 31, 2024

June 30, 2023

Six Months Ended

June 30, 2023

Three Months Ended

March 31, 2023

June 30, 2023

Six Months Ended

June 30, 2023

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 1,060.2 ) $ ( 2,017.2 ) $ ( 15.4 ) $ ( 30.3 )

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

Foreign exchange contracts ( 0.2 ) ( 0.2 ) — —

Commodity swaps ( 1.1 ) ( 2.9 ) — —

6 unchanged sentences

Three Months Ended

Six Months Ended

Instrument Income Statement Account 2024

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, 2024, it is estimated that approximately $ 1 million of losses are expected to be reclassified into earnings in the next twelve months.

Within unrealized net gains (losses) included in AOCI as of June 30, 2024, it is estimated that approximately $ 2 million of losses are expected to be reclassified into earnings in the next twelve months.

NOTE I – LONG-TERM OBLIGATIONS

19 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, 2024.

The Company had $ 99.1 million and no Revolver amounts outstanding at March 31, 2024 and December 31, 2023, respectively.

The weighted average interest rate on the Revolver was 6.67 % at March 31, 2024.

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

The Company had $ 40.0 million and no Revolver amounts outstanding at June 30, 2024 and December 31, 2023, respectively.

The weighted average interest rate on the Revolver was 7.09 % at June 30, 2024.

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, 2024 December 31, 2023

June 30, 2024 December 31, 2023

$400 Million Facility $ — $ —

14 unchanged sentences

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

As a result, the VAT receivables pledged as collateral remain in receivables and the liability associated with the cash proceeds of $ 18.6 million and $19.0 million are presented in long term debt in the Condensed Consolidated Balance Sheet as of March 31, 2024 and December 31, 2023, respectively.

As a result, the VAT receivables pledged as collateral remain in receivables and the liability associated with the cash proceeds of $ 18.4 million and $ 19.0 million are presented in long term debt in the Condensed Consolidated Balance Sheet as of June 30, 2024 and December 31, 2023, respectively.

The long term debt classification is based on estimated timing of VAT refund from the Italian government which is expected to be greater than 12 months.

Fair Value of Debt

The Company estimates the fair value of its debt set forth below as of March 31, 2024, as follows (in millions, except for quotes):

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

Book Value Quote Fair Value

4 unchanged sentences

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

See Note M – “Subsequent Events” for additional information on the committed debt financing for the Environmental Solutions Group (“ESG”) transaction, incremental term loan agreement and amendment to the credit agreement.

NOTE J – RETIREMENT PLANS AND OTHER BENEFITS

5 unchanged sentences

Three Months Ended

Six Months Ended

2024 2023 2024 2023

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

4 unchanged sentences

— ( 0.9 ) — — ( 0.8 ) — — ( 1.8 ) — — ( 1.6 ) —

Amortization of prior service cost

— 0.1 — — 0.1 — — 0.1 — — 0.1 —

Amortization of actuarial (gain) loss

16 unchanged sentences

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

The Brazilian state of Sao Paulo challenged the credit against Sao Paolo ICMS that TLA claimed and assessed unpaid ICMS tax, penalties and related interest in the amount of approximately BRL 115 million ($ 23 million).

TLA challenged the claim of Sao Paulo and learned in October 2019 that the Sao Paulo claim has survived the administrative tribunal process.

While the Company continues to strongly oppose the state of Sao Paulo and plans to assert vigorous defenses, no assurance can be given as to the final resolution of the ICMS litigation or that TLA will not ultimately be required to pay the ICMS tax and interest to the state of Sao Paulo.

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

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

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

4 unchanged sentences

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

For credit guarantees outstanding as of March 31, 2024 and December 31, 2023, the maximum exposure determined was $ 84.3 million and $ 89.4 million, respectively.

For credit guarantees outstanding as of June 30, 2024 and December 31, 2023, the maximum exposure determined was $ 78.1 million and $ 89.4 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 $ 5.2 million and $ 5.3 million at March 31, 2024 and December 31, 2023, respectively.

The allowance for credit losses on credit guarantees was $ 5.0 million and $ 5.3 million at June 30, 2024 and December 31, 2023, 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, 2024 and 2023.

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

All amounts are net of tax (in millions).

Three Months Ended

March 31, 2024

June 30, 2024

Three Months Ended

March 31, 2023

June 30, 2023

CTA Derivative Hedging Adj.

13 unchanged sentences

$ ( 289.3 ) $ ( 1.3 ) $ ( 2.9 ) $ ( 49.2 ) $ ( 342.7 ) $ ( 250.0 ) $ ( 4.4 ) $ ( 3.2 ) $ ( 47.7 ) $ ( 305.3 )

Six Months Ended

June 30, 2024

Six Months Ended

June 30, 2023

CTA Derivative Hedging Adj.

Debt & Equity Securities Adj.

Pension Liability Adj.

Total CTA Derivative Hedging Adj.

Debt & Equity Securities Adj.

Pension Liability Adj.

Beginning balance $ ( 228.3 ) $ ( 5.4 ) $ ( 2.7 ) $ ( 50.7 ) $ ( 287.1 ) $ ( 285.5 ) $ ( 6.4 ) $ ( 3.5 ) $ ( 46.2 ) $ ( 341.6 )

Other comprehensive income (loss) before reclassifications

( 61.0 ) 4.5 ( 0.2 ) 0.4 ( 56.3 ) 35.5 ( 0.5 ) 0.3 ( 2.5 ) 32.8

Amounts reclassified from AOCI

— ( 0.4 ) — 1.1 0.7 — 2.5 — 1.0 3.5

Net other comprehensive income (loss)

( 61.0 ) 4.1 ( 0.2 ) 1.5 ( 55.6 ) 35.5 2.0 0.3 ( 1.5 ) 36.3

Ending balance $ ( 289.3 ) $ ( 1.3 ) $ ( 2.9 ) $ ( 49.2 ) $ ( 342.7 ) $ ( 250.0 ) $ ( 4.4 ) $ ( 3.2 ) $ ( 47.7 ) $ ( 305.3 )

Stock-Based Compensation

During the three months ended March 31, 2024, the Company awarded 0.5 million shares of Restricted Stock to its employees with a weighted average fair value of $ 60.12 per share.

During the six months ended June 30, 2024, the Company awarded 0.5 million shares of Restricted Stock to its employees with a weighted average fair value of $ 60.14 per share.

Approximately 61 % of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants.

16 unchanged sentences

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

Three Months Ended

Six Months Ended

Total Number of

1 unchanged sentence

(in millions)

345,274 $ 19.6

736,644 $ 33.8

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

Year First Quarter

Year First Quarter Second Quarter

$ 0.17 $ 0.17

$ 0.15 $ 0.15

In July 2024, Terex’s Board of Directors declared a dividend of $ 0.17 per share, which will be paid on September 19, 2024 to the Company’s shareholders of record as of August 9, 2024.

NOTE M – SUBSEQUENT EVENTS

Transaction Agreement

On July 21, 2024, Terex entered into a Transaction Agreement (the "TA") with Dover Corporation ("Dover").

Pursuant to the TA, Terex will acquire the subsidiaries of Dover that own and operate Dover’s ESG, a fully integrated equipment group serving the solid waste and recycling industry for a value of $ 2 billion (the “Transaction”).

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

The consideration is being paid in cash and Terex has received committed financing for the Transaction, as described below.

The purchase price is subject to post-closing adjustments based upon the level of net working capital, cash and debt in the ESG business at the closing date.

The Transaction, which is subject to regulatory clearance and other customary closing conditions, is targeted to close in the second half of 2024.

Commitment Letter

On July 21, 2024, Terex entered into a Commitment Letter (the "Commitment Letter") with UBS Securities LLC ("UBS Securities") and UBS AG, Stamford Branch ("UBS AG" and, together with UBS Securities and their respective affiliates, "UBS") in which UBS committed to provide Terex with an aggregate principal amount of up to $ 1,545 million.

Incremental Assumption and Amendment Agreement and Amendment

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

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

The Incremental Agreement also amends the Credit Agreement to, among other things, establish the delayed draw term loan commitments and provide for the Transaction to be considered a limited condition acquisition pursuant to the Credit Agreement.

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