What changed in this filing

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Item 1. Financial Statements

2025-07-31 compared with 2025-05-02 · 250 added, 87 removed, 626 unchanged (35% of the section changed)

4 unchanged sentences

Three Months Ended

Six Months Ended

2025 2024 2025 2024

Net sales $ 1,487 $ 1,382 $ 2,716 $ 2,674

24 unchanged sentences

Cash and cash equivalents $ 374 $ 388

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

Receivables (net of allowance of $ 10 and $ 9 at June 30, 2025 and December 31, 2024, respectively)

Inventories 1,255 1,147

21 unchanged sentences

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

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

issued 85.5 and 85.1 shares at June 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 927 921

1 unchanged sentence

Accumulated other comprehensive income (loss) ( 276 ) ( 382 )

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

Less cost of shares of common stock in treasury – 20.6 and 19.4 shares at June 30, 2025 and December 31, 2024

( 722 ) ( 672 )

25 unchanged sentences

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

Net income (loss) — — — 72 — — 72

Other comprehensive income (loss) – net of tax — — — — 74 — 74

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

Compensation under stock-based plans – net — — 7 — — — 7

Dividends — — — ( 11 ) — — ( 11 )

Acquisition of treasury stock ( 0.6 ) — — — — ( 22 ) ( 22 )

Balance at June 30, 2025

64.9 $ 1 $ 927 $ 2,035 $ ( 276 ) $ ( 722 ) $ 1,965

Shares Common

18 unchanged sentences

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

Net income (loss) — — — 141 — — 141

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

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

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

Dividends — — — ( 12 ) — — ( 12 )

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

Balance at June 30, 2024

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

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 ( 60 ) ( 59 )

Proceeds from sale of capital assets 2 —

Acquisitions, net of cash acquired, and investments ( 2 ) ( 2 )

Other investing activities, net 22 7

16 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, 2025 and for the three months ended March 31, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

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

9 unchanged sentences

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

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

Operating results for the three and six months ended June 30, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.

Accounting Standards to be Implemented.

8 unchanged sentences

Receivables and Allowance for Doubtful Accounts.

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

Receivables include $ 811 million and $ 560 million of trade accounts receivable at June 30, 2025 and December 31, 2024, respectively.

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

5 unchanged sentences

Provision for credit losses 1

Balance as of March 31, 2025

Balance as of June 30, 2025

Revenue Recognition.

The Company estimated that $ 30 million and $ 20 million at March 31, 2025 and December 31, 2024, respectively, in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period.

The Company estimated that $ 31 million and $ 20 million at June 30, 2025 and December 31, 2024, respectively, in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) at the end of the reporting period.

Remaining consideration pertains to contracts with multiple performance obligations and multi-year service agreements which are typically recognized as the performance obligation is satisfied.

4 unchanged sentences

Contract liabilities are reduced when the associated revenue from the contract is recognized .

The Company had no contract assets as of March 31, 2025 and December 31, 2024.

March 31, 2025 December 31, 2024

The Company had no contract assets as of June 30, 2025 and December 31, 2024.

June 30, 2025 December 31, 2024

Contract liabilities - current

4 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.

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

Confirmed obligation amounts outstanding were $ 33 million and $ 25 million at June 30, 2025 and December 31, 2024, respectively.

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

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

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

The expectation of losses or non-performance is evaluated based on consideration of historical customer assessments, current financial conditions, reasonable and supportable forecasts, equipment collateral value and other factors.

18 unchanged sentences

Foreign exchange effect/other 2

Balance as of March 31, 2025

Balance as of June 30, 2025

Fair Value Measurements.

18 unchanged sentences

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

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

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

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

MP designs, manufactures, services and markets materials processing and specialty equipment, including crushers, washing systems, screens, trommels, apron feeders, material handlers, pick and carry cranes, rough terrain cranes, tower cranes, wood processing, biomass and recycling equipment, concrete mixer trucks and concrete pavers, conveyors, and their related components and replacement parts.

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

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

Customers use these products to construct and maintain industrial, commercial, institutional and residential buildings and facilities, for purposes within the entertainment industry, and for other commercial operations, as well as in a wide range of infrastructure projects.

ES designs, manufactures, services and markets waste, recycling and utility equipment and solutions, including refuse collection bodies, hydraulic cart lifters, automated carry cans, compaction, balers, recycling equipment, digger derricks, insulated aerial devices, self-propelled articulating insulated booms, and cameras with integrated smart technology, as well as related components and replacement parts, and waste hauler software solutions.

5 unchanged sentences

Business segment information is presented below (in millions):

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

Net sales $ 607 $ 454 $ 430 $ 1,491

13 unchanged sentences

Intersegment expenses are included within the amounts shown.

(2) Other segment items includes corporate management charges, professional services, travel & entertainment, depreciation & amortization, property & utilities, selling & marketing, research & development and communication & software expenses.

Individually, each of these categories represents an insignificant amount.

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Net sales $ 1,057 $ 836 $ 829 $ 2,722

13 unchanged sentences

Intersegment expenses are included within the amounts shown.

Individually, each of these categories represents an insignificant amount.

Three Months Ended

Three Months Ended June 30, 2024

Net sales $ 732 $ 499 $ 152 $ 1,383

Reconciliation of net sales

Corporate and Other / Eliminations ( 1 )

Consolidated net sales

Cost of goods sold

564 372 121 1,057

Compensation expense

Other segment items (2)

Segment operating profit

$ 115 $ 77 $ 19 $ 211

Reconciliation of operating profit

Corporate and Other / Eliminations ( 18 )

Consolidated operating profit

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

Individually, each of these categories represents an insignificant amount.

Six Months Ended June 30, 2024

Net sales $ 1,355 $ 1,019 $ 303 $ 2,677

Reconciliation of net sales

Corporate and Other / Eliminations ( 3 )

Consolidated net sales

Cost of goods sold

1,042 769 244 2,055

Compensation expense

Other segment items (2)

Segment operating profit

$ 207 $ 149 $ 34 $ 390

Reconciliation of operating profit

Corporate and Other / Eliminations ( 39 )

Consolidated operating profit

(1) Significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

Intersegment expenses are included within the amounts shown.

Individually, each of these categories represents an insignificant amount.

Three Months Ended June 30,

Six Months Ended June 30,

2025 2024 2025 2024

Depreciation and amortization

$ 6 $ 6 $ 13 $ 13

Corporate 4 2 7 4

1 unchanged sentence

Capital expenditures

$ 7 $ 11 $ 30 $ 29

Corporate 5 5 7 7

2 unchanged sentences

Identifiable assets

$ 1,933 $ 1,660

MP 2,027 1,885

4 unchanged sentences

Three Months Ended

March 31, 2025

June 30, 2025

ES Corporate and Other / Eliminations Total

7 unchanged sentences

(1) Includes intercompany sales and eliminations.

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

(2) Total sales for all segments in the aggregate include $ 992 million for the three months ended June 30, 2025 attributable to the U.S., the Company’s country of domicile.

Six Months Ended

June 30, 2025

ES Corporate and Other / Eliminations Total

Net sales by region

North America $ 789 $ 372 $ 822 $ 2 $ 1,985

Western Europe 154 223 — — 377

Asia-Pacific 54 156 2 — 212

Rest of World (1)

60 85 5 ( 8 ) 142

$ 1,057 $ 836 $ 829 $ ( 6 ) $ 2,716

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $ 1,809 million for the six months ended June 30, 2025 attributable to the U.S., the Company’s country of domicile.

Three Months Ended

March 31, 2024

June 30, 2024

ES Corporate and Other / Eliminations Total

7 unchanged sentences

(1) Includes intercompany sales and eliminations.

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

(2) Total sales for all segments in the aggregate include $ 810 million for the three months ended June 30, 2024 attributable to the U.S., the Company’s country of domicile.

Six Months Ended

June 30, 2024

ES Corporate and Other / Eliminations Total

Net sales by region

North America $ 909 $ 478 $ 297 $ 3 $ 1,687

Western Europe 257 252 — — 509

Asia-Pacific 91 192 4 1 288

Rest of World (1)

98 97 2 ( 7 ) 190

$ 1,355 $ 1,019 $ 303 $ ( 3 ) $ 2,674

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $ 1,542 million for the six months ended June 30, 2024 attributable to the U.S., the Company’s country of domicile.

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

1 unchanged sentence

Three Months Ended

March 31, 2025

June 30, 2025

ES Corporate and Other / Eliminations Total

9 unchanged sentences

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

Three Months Ended

March 31, 2024

MP Aerials ES Corporate and Other / Eliminations Total

Six Months Ended

June 30, 2025

ES Corporate and Other / Eliminations Total

Net sales by product type

5 unchanged sentences

— — 490 — 490

171 1 50 ( 7 ) 215

Total $ 1,057 $ 836 $ 829 $ ( 6 ) $ 2,716

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

Three Months Ended

June 30, 2024

ES Corporate and Other / Eliminations Total

Net sales by product type

Aerial Work Platforms $ 625 $ — $ — $ — $ 625

Materials Processing Equipment — 331 — — 331

Specialty Equipment — 168 — — 168

Utility Equipment — — 151 — 151

107 — 1 ( 1 ) 107

Total $ 732 $ 499 $ 152 $ ( 1 ) $ 1,382

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

Six Months Ended

June 30, 2024

ES Corporate and Other / Eliminations Total

Net sales by product type

Aerial Work Platforms $ 1,167 $ — $ — $ 1 1,168

Materials Processing Equipment — 688 — — 688

Specialty Equipment — 330 — — 330

Utility Equipment — — 301 — 301

188 1 2 ( 4 ) 187

Total $ 1,355 $ 1,019 $ 303 $ ( 3 ) $ 2,674

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

NOTE C – INCOME TAXES

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

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

During the three months ended June 30, 2025, the Company recognized income tax expense of $ 17 million on income of $ 89 million, an effective tax rate of 18.5 %, as compared to income tax expense of $ 33 million on income of $ 174 million, an effective tax rate of 19.2 %, for the three months ended June 30, 2024.

The lower effective tax rate for the three months ended June 30, 2025 when compared with the three months ended June 30, 2024 is primarily due to an increase in favorable discrete items.

During the six months ended June 30, 2025, the Company recognized income tax expense of $ 22 million on income of $ 115 million, an effective tax rate of 18.9 %, as compared to income tax expense of $ 62 million on income of $ 311 million, an effective tax rate of 19.8 %, for the six months ended June 30, 2024.

The lower effective tax rate for the six months ended June 30, 2025 when compared with the six months ended June 30, 2024 is primarily due to an increase in favorable discrete items.

NOTE D – ACQUISITIONS

13 unchanged sentences

The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed;

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

however, certain tax positions require further analysis and were not yet final as of June 30, 2025.

Accordingly, these preliminary estimates are subject to adjustments during the measurement period, not to exceed one year from the acquisition date, based upon new information obtained about facts and circumstances that existed as of the date of closing the acquisition.

17 unchanged sentences

Net assets acquired

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

In the first half of 2025, additional adjustments to fair value of inventory, intangibles and other current liabilities were recorded.

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

1 unchanged sentence

Any changes to the initial estimates of fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

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

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

Goodwill of $ 797 million resulting from the acquisition was assigned to the ES segment.

10 unchanged sentences

(in millions, except per share data)

Three Months Ended

March 31, 2024

Three Months Ended Six Months Ended

June 30, 2024 June 30, 2024

$ 1,611 $ 3,113

Basic earnings per share net income

1 unchanged sentence

NOTE E – EARNINGS PER SHARE

Three Months Ended

(in millions, except per share data)

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

Six Months Ended

2025 2024 2025 2024

Net income (loss) $ 72 $ 141 $ 93 $ 249

Weighted average shares outstanding

65.6 67.2 66.0 67.1

Earnings (loss) per share

1 unchanged sentence

Basic weighted average shares outstanding

65.6 67.2 66.0 67.1

Effect of dilutive restricted stock

0.3 0.5 0.5 0.7

Diluted weighted average shares outstanding 65.9 67.7 66.5 67.8

2 unchanged sentences

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

Weighted average Restricted Stock of approximately 0.4 million and 0.1 million were outstanding during the three months ended June 30, 2025 and 2024, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

Weighted average Restricted Stock of approximately 0.5 million and 0.1 million were outstanding during the six months ended June 30, 2025 and 2024, respectively, but were not included in the computation of diluted shares as the effect would be anti-dilutive or performance targets were not expected to be achieved for awards contingent upon performance.

NOTE F – INVENTORIES

6 unchanged sentences

Inventories $ 1,255 $ 1,147

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

Inventory reserves were $ 92 million and $ 79 million at June 30, 2025 and December 31, 2024, respectively.

NOTE G – PROPERTY, PLANT AND EQUIPMENT

11 unchanged sentences

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

MP Aerials ES Total

Balance at December 31, 2024, gross

4 unchanged sentences

Foreign exchange effect and other 3 12 ( 6 ) 9

Balance at March 31, 2025, gross

Balance at June 30, 2025, gross

141 226 797 1,164

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

Balance at March 31, 2025, net

Balance at June 30, 2025, net

$ 102 $ 203 $ 797 $ 1,102

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Weighted Average Life

10 unchanged sentences

$ 1,194 $ ( 126 ) $ 1,068 $ 1,191 $ ( 84 ) $ 1,107

Three Months Ended

Three Months Ended June 30,

Six Months Ended

(in millions) 2025 2024 2025 2024

11 unchanged sentences

Commodity Swaps

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

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

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $ 5 million and $ 9 million at June 30, 2025 and December 31, 2024, respectively.

Commodity swaps outstanding at June 30, 2025 mature on or before November 30, 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 $ 480 million and $ 466 million at March 31, 2025 and December 31, 2024, respectively.

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $ 490 million and $ 466 million at June 30, 2025 and December 31, 2024, respectively.

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

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, 2025 mature on or before May 30, 2025.

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

Foreign exchange contracts outstanding at June 30, 2025 mature on or before December 31, 2025.

The Company had $ 160 million and $ 314 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at June 30, 2025 and December 31, 2024, respectively.

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

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

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

The Company had no foreign exchange contracts outstanding that were designated as cash flow hedging instruments at June 30, 2025 and December 31, 2024.

The following table provides the location and fair value amounts of derivative instruments designated and not designated as hedging instruments that are reported in the Condensed Consolidated Balance Sheet (in millions):

2 unchanged sentences

Balance Sheet Account Derivatives designated as hedges Derivatives not designated as hedges Derivatives designated as hedges Derivatives not designated as hedges

Foreign exchange contracts Other current assets $ — $ 1 $ — $ —

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

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

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

Cross currency swaps - net investment hedge Other current liabilities ( 3 ) — — —

Commodity swaps Other current liabilities — — ( 1 ) —

5 unchanged sentences

Instrument Three Months Ended

March 31, 2025

Three Months Ended

March 31, 2024 Income Statement Account Three Months Ended

March 31, 2025

Three Months Ended

March 31, 2024

June 30, 2025

Six Months Ended

June 30, 2025 Income Statement Account Three Months Ended

June 30, 2025

Six Months Ended

June 30, 2025

Commodity swaps $ 2 $ 3 Cost of goods sold $ ( 1 ) $ ( 2 )

1 unchanged sentence

Total $ ( 35 ) $ ( 48 ) Total $ ( 1 ) $ ( 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, 2024

Six Months Ended

June 30, 2024

Income Statement Account Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

Commodity swaps ( 2 ) ( 3 ) Cost of goods sold — —

Cross currency swaps - net investment hedge 2 7 Selling, general and administrative expenses — —

Total $ — $ 4 Total $ — $ —

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, 2025

Three Months Ended

March 31, 2024

Three Months Ended

March 31, 2025

June 30, 2025

Six Months Ended

June 30, 2025

Three Months Ended

March 31, 2024

June 30, 2025

Six Months Ended

June 30, 2025

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 1,196 ) $ ( 2,195 ) $ ( 44 ) $ ( 87 )

4 unchanged sentences

Total $ ( 1 ) $ ( 2 ) $ 2 $ 3

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

Cost of goods sold Interest expense

Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

Three Months Ended

June 30, 2024

Six Months Ended

June 30, 2024

Income Statement Accounts in which effects of cash flow hedges are recorded $ ( 1,053 ) $ ( 2,048 ) $ ( 15 ) $ ( 30 )

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

Cross currency swaps - net investment hedge — — 1 2

Total $ — $ — $ 1 $ 2

Derivatives not designated as hedges are used to offset foreign exchange gains or losses resulting from the underlying exposures of foreign currency denominated assets and liabilities.

2 unchanged sentences

Three Months Ended

Six Months Ended

Instrument Income Statement Account 2025

Foreign exchange contracts Cost of goods sold $ — $ ( 1 ) $ 1 $ ( 2 )

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

Total $ 1 $ ( 2 ) $ 2 $ ( 3 )

5 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, 2025, it is estimated that approximately $ 3 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, 2025, it is estimated that approximately $ 1 million of gains are expected to be reclassified into earnings in the next twelve months.

NOTE J – LONG-TERM OBLIGATIONS

9 unchanged sentences

(i) enabling a subsidiary to enter into hedging derivatives with external counterparties and (ii) inclusion of Terex subsidiary entities’ cash management services provided by lending banks to be secured under the Guarantee and Collateral Agreement.

On May 8, 2023, the Company and certain of its subsidiaries entered into an Amendment No.

On May 8, 2023, the Company and certain of its subsidiaries entered into Amendment No.

1 (“Amendment No.

1”) to the Credit Agreement, with the lenders and issuing banks party thereto and CSAG.

The principal changes contained in the Amendment No.

The principal changes contained in Amendment No.

1 relate to the replacement of the adjusted LIBOR with term Secured Overnight Financing Rate.

21 unchanged sentences

The Amended Credit Agreement provides for customary events of default which include, among other things, (subject in certain cases to customary grace and cure periods) defaults based on (i) the failure to make payments under the Indenture when due, (ii) breach of covenants, (iii) the occurrence of a default under other material indebtedness, (iv) a change of control, (v) bankruptcy events and (vi) material judgments.

The Company was in compliance with all covenants contained in the Amended Credit Agreement as of March 31, 2025.

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

The Company was in compliance with all covenants contained in the Amended Credit Agreement as of June 30, 2025.

The Company had no Revolver amounts outstanding at June 30, 2025 and December 31, 2024, respectively.

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

3 unchanged sentences

Letters of credit outstanding (in millions):

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

$500 Million Facility

6 unchanged sentences

(i) to fund redemption and discharge of 5-5/8% Senior Notes and (ii) to pay related premiums, fees, discounts and expenses.

The 5 % Notes are jointly and

severally guaranteed by certain of the Company’s domestic subsidiaries.

The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of March 31, 2025 and December 31, 2024.

The 5 % Notes are jointly and severally guaranteed by certain of the Company’s domestic subsidiaries.

The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of June 30, 2025 and December 31, 2024.

The Company may redeem the 5 % Notes in whole or in part, on or after May 15, 2024, at the redemption prices set forth in an indenture dated as of April 1, 2021.

3 unchanged sentences

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

The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of March 31, 2025 and December 31, 2024.

The proceeds from the offering are presented in long term debt in the Condensed Consolidated Balance Sheet as of June 30, 2025 and December 31, 2024.

The Company may redeem the 6.25 % Notes in whole or in part, on or after October 15, 2027, at the redemption prices set forth in an indenture dated as of October 8, 2024 (the “Indenture”).

4 unchanged sentences

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

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

As a result, the VAT receivables pledged as collateral remain in receivables and a liability of $ 20 million and $ 18 million are presented in long term debt in the Condensed Consolidated Balance Sheet as of June 30, 2025 and December 31, 2024, respectively.

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

Fair Value of Debt

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

The Company estimates the fair value of its debt set forth below as of June 30, 2025, as follows (in millions, except for quotes):

Book Value Quote Fair Value

21 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, 2025 and December 31, 2024, the maximum exposure determined was $ 69 million and $ 72 million, respectively.

For credit guarantees outstanding as of June 30, 2025 and December 31, 2024, the maximum exposure determined was $ 68 million and $ 72 million, respectively.

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

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

The allowance for credit losses on credit guarantees was $ 7 million at June 30, 2025 and December 31, 2024.

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, 2025 and 2024.

The table below presents changes in AOCI by component for the three and six months ended June 30, 2025 and 2024.

All amounts are net of tax (in millions).

Three Months Ended

March 31, 2025

June 30, 2025

Three Months Ended

March 31, 2024

June 30, 2024

CTA Derivative Hedging Adj.

13 unchanged sentences

$ ( 180 ) $ ( 41 ) $ ( 2 ) $ ( 53 ) $ ( 276 ) $ ( 289 ) $ ( 1 ) $ ( 3 ) $ ( 50 ) $ ( 343 )

Six Months Ended

June 30, 2025

Six Months Ended

June 30, 2024

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 $ ( 338 ) $ 7 $ ( 3 ) $ ( 48 ) $ ( 382 ) $ ( 228 ) $ ( 5 ) $ ( 3 ) $ ( 51 ) $ ( 287 )

Other comprehensive income (loss) before reclassifications

158 ( 50 ) 1 ( 6 ) 103 ( 61 ) 5 — — ( 56 )

Amounts reclassified from AOCI

— 2 — 1 3 — ( 1 ) — 1 —

Net other comprehensive income (loss)

158 ( 48 ) 1 ( 5 ) 106 ( 61 ) 4 — 1 ( 56 )

Ending balance $ ( 180 ) $ ( 41 ) $ ( 2 ) $ ( 53 ) $ ( 276 ) $ ( 289 ) $ ( 1 ) $ ( 3 ) $ ( 50 ) $ ( 343 )

Stock-Based Compensation

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

During the six months ended June 30, 2025, the Company awarded 0.9 million shares of Restricted Stock to its employees with a weighted average fair value of $ 40.96 per share.

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

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)

1,360,706 $ 53

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

Year First Quarter

Year First Quarter Second Quarter

$ 0.17 $ 0.17

In July 2025, the Board declared a dividend of $ 0.17 per share, which will be paid on September 19, 2025 to the Company’s stockholders of record as of August 11, 2025.

Additionally, the Board authorized an additional repurchase of up to $ 150 million of the Company’s outstanding shares of common stock.

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