STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

On December 31, 2021, there were 83.4 million shares of common stock issued and 69.2 million shares of common stock outstanding. Of the 216.6 million unissued shares of common stock at that date, 1.9 million shares of common stock were reserved for issuance for the vesting of restricted stock.

Common Stock in Treasury

The Company values treasury stock on an average cost basis. As of December 31, 2021, the Company held 14.2 million shares of common stock in treasury totaling $459.7 million, which include 0.6 million shares held in a trust for the benefit of the Company’s deferred compensation plan totaling $16.9 million.

Preferred Stock

The Company’s certificate of incorporation was amended in June 1998 to authorize 50.0 million shares of preferred stock, $0.01 par value per share. As of December 31, 2021 and 2020, there were no shares of preferred stock outstanding.

Long-Term Incentive Plans

In May 2021, the stockholders approved the Terex Corporation Amended and Restated 2018 Omnibus Incentive Plan (the “2018 Plan”) which increased the number of shares of common stock (“Shares”) authorized for issuance by 2.0 million. The purpose of the 2018 Plan is to assist the Company in attracting and retaining selected individuals to serve as employees, directors, officers, consultants and advisors of the Company and its subsidiaries and affiliates who will contribute to the Company’s success and to achieve long-term objectives which will inure to the benefit of all stockholders of the Company through the additional incentive inherent in the ownership of the common stock. The 2018 Plan authorizes the granting of (i) options to purchase shares of Common Stock, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock units, (v) other stock awards, (vi) cash awards and (vii) performance awards. Under the 2018 Plan, Shares covering restricted stock awards, restricted stock units and other stock awards shall only be counted as used to the extent that they are actually issued. As of December 31, 2021, 3.3 million Shares were available for grant under the 2018 Plan.

Under the 2018 Plan, approximately 58% of outstanding awards are time-based and vest ratably on each of the first three anniversary dates. Approximately 28% cliff vest at the end of a three-year period and are subject to performance targets that may or may not be met and for which the performance period has not yet been completed. Approximately 14% cliff vest and are based on performance targets containing a market condition determined over a three-year period.

Fair value of restricted stock awards is based on the market price at the date of grant approval except for 0.4 million shares based on a market condition. The Company uses the Monte Carlo method to provide grant date fair value for awards with a market condition. The Monte Carlo method is a statistical simulation technique used to provide the grant date fair value of an award.

The following table presents the weighted-average assumptions used in the valuations:


	Grant date	Grant date	Grant date
	March 4, 2021	February 26, 2020	March 12, 2019
Dividend yields	1.12%	2.12%	1.31%
Expected historical volatility	53.03%	36.36%	36.64%
Risk free interest rate	0.29%	1.14%	2.40%
Expected life (in years)	3	3	3
Grant date fair value per share	$54.92	$21.09	$38.77

The following table is a summary of restricted stock awards under all of the Company’s plans:


	Restricted Stock Awards	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2020	2,391,325	$	27.64
Granted	638,520	$	44.26
Vested	(706,935)	$	32.53
Canceled, expired or other	(435,204)	$	20.11
Nonvested at December 31, 2021	1,887,706	$	34.44

As of December 31, 2021, unrecognized compensation costs related to restricted stock totaled approximately $36 million, which will be expensed over a weighted average period of 1.6 years. The grant date weighted average fair value for restricted stock awards during the years ended December 31, 2021, 2020 and 2019 was $44.26, $22.42 and $33.84, respectively. The total fair value of shares vested for restricted stock awards was $23.0 million, $37.2 million and $44.1 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Tax benefits associated with stock-based compensation were $5.1 million, $3.5 million and $7.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. The excess tax benefit for all stock-based compensation is included in the Consolidated Statement of Cash Flows as an operating cash activity.

Comprehensive Income (Loss)

The following table reflects the accumulated balances of other comprehensive income (loss) (in millions):


	Cumulative Translation Adjustment		Derivative Hedging Adjustment		Debt & Equity Securities Adjustment		Pension Liability Adjustment		Accumulated Other Comprehensive Income (Loss)
Balance at January 1, 2019	$	(225.6)	$	(4.4)	$	0.8	$	(55.6)	$	(284.8)
Current year change	17.4		3.6		1.8		4.5		27.3
Balance at December 31, 2019	(208.2)		(0.8)		2.6		(51.1)		(257.5)
Current year change	63.0		(5.2)		(1.4)		(7.3)		49.1
Balance at December 31, 2020	(145.2)		(6.0)		1.2		(58.4)		(208.4)
Current year change	(42.8)		10.0		(1.2)		13.9		(20.1)
Balance at December 31, 2021	$	(188.0)	$	4.0	$	—	$	(44.5)	$	(228.5)

As of December 31, 2021, accumulated other comprehensive income (loss) for the cumulative translation adjustment, derivative hedging adjustment, debt and equity securities adjustment and pension liability adjustment are net of a tax benefit/(provision) of $9.9 million, $(1.4) million, $(0.1) million and $2.1 million, respectively.

Changes in Accumulated Other Comprehensive Income (Loss)

The table below presents changes in AOCI by component for the year ended December 31, 2021 and 2020. All amounts are net of tax (in millions).


	Year ended December 31, 2021										Year ended December 31, 2020
	CTA		Derivative Hedging Adj. (1)		Debt & Equity Securities Adj.		Pension Liability Adj.		Total		CTA		Derivative Hedging Adj.		Debt & Equity Securities Adj.		Pension Liability Adj.		Total
Beginning balance	$	(145.2)	$	(6.0)	$	1.2	$	(58.4)	$	(208.4)	$	(208.2)	$	(0.8)	$	2.6	$	(51.1)	$	(257.5)
Other comprehensive income (loss) before reclassifications	(42.7)		21.3		(1.2)		11.9		(10.7)		63.0		(9.2)		(1.4)		(8.6)		43.8
Amounts reclassified from AOCI	(0.1)		(11.3)		—		2.0		(9.4)		—		4.0		—		1.3		5.3
Net other comprehensive income (loss)	(42.8)		10.0		(1.2)		13.9		(20.1)		63.0		(5.2)		(1.4)		(7.3)		49.1

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

(1) Reclassifications primarily relate to $12.1 million of income (net of $3.5 million of tax expense) reclassified from AOCI to Cost of Goods Sold related to commodity swaps.

Share Repurchases

In July 2018, Terex’s Board of Directors authorized the repurchase up to $300 million of the Company’s outstanding shares of common stock. The table below presents shares repurchased by the Company during the years ended December 31, 2021, 2020 and 2019 under this program:


Year Ended December 31	Total Number of Shares Repurchased	Amount of Shares Repurchased (in millions)
2021	28,688	$1.2
2020	2,501,900	$54.6
2019	175,275	$4.9

Dividends

The table below presents dividends declared by Terex’s Board of Directors and paid to the Company’s shareholders in each quarter of 2021, 2020 and 2019:


Year	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2021	$	0.12	$	0.12	$	0.12	$	0.12
2020	$	0.12	$	—	$	—	$	—
2019	$	0.11	$	0.11	$	0.11	$	0.11

In February 2022, Terex’s Board of Directors declared a dividend of $0.13 per share which will be paid to the Company’s shareholders on March 21, 2022.