Financial Analysis

ACQUISITIONS AND DIVESTITURES 2024 Acquisitions Environmental Solutions Group Acquisition On October 8, 2024 (the Closing Date), in accordance with the Transaction Agreement, dated as of July 21, 2024, as amended by the First Amendment to the Transaction Agreement, dated as of October 8, 2024 (and as may be further amended, the TA), by and between the Company and Dover Corporation (Dover), the Company completed its acquisition of the subsidiaries and assets that constitute ESG from Dover for a purchase price of $2,010 million in cash, subject to customary closing adjustments finalized after the Closing Date (the Acquisition). The Company financed the purchase price and related fees and expenses using the net proceeds from the 6.25% Senior Notes, new term loan borrowings under the New Term Facility and cash on hand. See Note I Long-Term Obligations for definition of the New Term Facility and additional details on financing transactions. ESG designs and manufactures refuse collection bodies, waste compaction equipment, and associated parts and digital solutions. ESG's product brands include Heil, Marathon, Curotto-Can, Bayne Thinline, and Parts Central as well as digital solutions offerings 3rd Eye and Soft-Pak. ESG's products and services across equipment, digital, and aftermarket offerings are complementary to Terex's businesses, and allows Terex to expand its customer base, providing customers with a broader suite of environmental equipment solutions, and realizing economies …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

LITIGATION AND CONTINGENCIES General The Company is involved in various legal proceedings, including product liability, general liability, workers compensation liability, employment, commercial, class actions, intellectual property and tax litigation, which have arisen in the normal course of operations. The Company is insured for product liability, general liability, workers compensation, employers liability, property damage and other insurable risks required by law or contract, with retained liability or deductibles. The Company records and maintains an estimated liability in the amount of managements estimate of the Companys aggregate exposure for such retained liabilities and deductibles. For such retained liabilities and deductibles, the Company determines its exposure based on probable loss estimations, which requires such losses to be both probable and the amount or range of probable loss to be estimable. The Company believes it has made appropriate and adequate reserves and accruals for its current contingencies and the likelihood of a material loss beyond amounts accrued is remote. The Company believes the outcome of such matters, individually and in aggregate, will not have a material adverse effect on its consolidated financial statements. However, outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities which could have a material adverse effect on its results of operations. Oth …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

LONG-TERM OBLIGATIONS Long-term debt is summarized as follows (in millions): December 31, 2025 2024 5% Senior Notes due May 15, 2029, net of unamortized debt issuance costs of $3 and $4 million at December 31, 2025 and 2024, respectively $ 597 $ 596 6.25% Senior Notes due October 15, 2032, net of unamortized debt issuance costs of $15 million and $17 million at December 31, 2025 and 2024, respectively 735 733 Credit Agreement term debt due October 8, 2031 (New Term Facility, as defined below), net of unamortized debt issuance costs of $17 million and $20 million; and unamortized original issue discount of $5 million and $6 million at December 31, 2025 and 2024, respectively 1,218 1,224 Secured borrowings 21 18 Finance lease obligations 11 12 Other 2 1 Total debt 2,584 2,584 Less: Current portion of long-term debt (6) (4) Long-term debt, less current portion $ 2,578 $ 2,580 Credit Agreement On January 31, 2017, the Company entered into a credit agreement with the lenders and issuing banks party thereto and Credit Suisse AG, Cayman Islands Branch (CSAG), as administrative agent and collateral agent, to provide the Company with a multi-currency revolving line of credit and senior secured term loans. On April 1, 2021, the Company entered into an amendment and restatement of the credit agreement (as amended and restated, the Credit Agreement). On January 31, 2017, the Company entered into a Guarantee and Collateral Agreement with CSAG, as collateral agent for the lenders, granting …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES The components of income (loss) from continuing operations before income taxes are as follows (in millions): Year Ended December 31, 2025 2024 2023 U.S. $ 30 $ 72 $ 89 Foreign 262 336 491 Income (loss) from continuing operations before income taxes $ 292 $ 408 $ 580 The Company recorded Income (loss) from discontinued operations and Gain (loss) on disposition of discontinued operations before income taxes of $3 million for the year ended December 31, 2023. The major components of the Companys provision for (benefit from) income taxes on continuing operations before income taxes are summarized below (in millions): Year Ended December 31, 2025 2024 2023 Current: Federal $ 16 $ 31 $ 31 State 6 5 4 Foreign 52 47 66 Current income tax provision (benefit) 74 83 101 Deferred: Federal (1) (4) (4) State (1) (3) Foreign (1) (6) (31) Deferred income tax (benefit) provision (3) (10) (38) Provision for (benefit from) income taxes $ 71 $ 73 $ 63 The elimination of tax from intercompany transactions is included in current tax expense. The Company recorded Provision for (benefit from) income taxes of $1 million from discontinued operations and on disposition of discontinued operations for the year ended December 31, 2023. The tax effects of the basis differences between tax and financial reporting purposes for assets, liabilities and loss carry forwards as of December 31, 2025 and 2024 for continuing operations are summarized below for major balance sheet captions (in millions): …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

LEASES Terex has operating leases for real property, vehicles and office and industrial equipment, generally expiring over terms from 2 to 15 years. Many of the leases held by Terex include options to extend or terminate the lease. Real property leases are used for office, administrative and industrial purposes. The base terms of these leases typically expire between 2 and 15 years, with options to renew between 2 and 15 years. Most of our renewal options are linked to market conditions and Terex cannot estimate how existing renewal options will affect the monthly payments. The vehicle leases mainly include cars and trucks. Term length for these leases typically varies between 3 and 5 years. Office and industrial equipment leases primarily include machinery used for conducting business at office locations and manufacturing sites worldwide. Term length for these leases typically varies between 2 and 7 years. Operating Leases Operating lease cost consists of the following (in millions): Year Ended December 31, 2025 2024 2023 Operating lease cost $ 41 $ 38 $ 38 Variable lease cost 8 6 5 Short-term lease cost 5 8 6 Total operating lease costs $ 54 $ 52 $ 49 Variable lease costs are expensed as incurred and are not included in the determination of right-of-use assets or lease liabilities. Operating lease obligations consist primarily of commitments to rent real properties. Supplemental balance sheet information related to leases (in millions, except lease term and discount rate): …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Accounting Standards Implemented in 2025 In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure in the rate reconciliation table additional categories of information about federal, state and foreign income taxes and provide more details about the reconciliation items in some categories if the items meet a quantitative threshold. The guidance also requires disclosure of income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance is effective for annual periods beginning after December 15, 2024. The Company has prospectively adopted the expanded income tax disclosures in its consolidated financial statements with no impact to its financial position, results of operations or cash flows in the current fiscal year. Accounting Standards to be Implemented In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, intangible asset amortization, and depreciation) included in certain expense captions presented on the face of the income statement (such as cost of sales and SG&A expenses). The gui …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

BUSINESS SEGMENT INFORMATION Terex is a global industrial equipment manufacturer of materials processing machinery, waste and recycling solutions, mobile elevating work platforms (MEWPs), and equipment for the electric utility industry. The Company designs, builds, and supports products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, and the entertainment industry. Terex provides lifecycle support to its customers through its global parts and services organization, and offers complementary digital solutions, designed to help customers maximize their return on their investment. Certain Terex products and solutions enable customers to reduce their impact on the environment including electric and hybrid offerings that deliver quiet and emission-free performance, products that support renewable energy, and products that aid in the recovery of useful materials from various types of waste. The Companys products are manufactured in North America, Europe, and Asia Pacific and sold worldwide. Terex engages with customers through all stages of the product life cycle, from initial specification to parts and service support. The Company identifies its operating segments according to how business activities are managed and evaluated. Effective January 1, 2025, the Company reports its business in the following reportable segments: (i) Environmental Solutions (ES), (ii) Material Processing (MP) and (iii) Aerials. The Companys …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

SUBSEQUENT EVENTS On October 29, 2025, the Company entered into a definitive merger agreement with REV Group, Inc. (REV), a publicly traded manufacturer and distributor of specialty vehicles and related aftermarket parts and services, in a stock-and-cash transaction (the REV Transaction). On February 2, 2026, the Company completed the REV Transaction in accordance with the terms of the agreement. The provisional purchase consideration of $3,262 million is based on the conversion of each outstanding share of REV to 0.9809 of a share of Terex and $8.71 in cash ($426 million in total) and estimated fair value of converted unvested share based awards attributable to pre-combination service. In connection with the REV Transaction, there were an additional 48.1 million shares of Terex issued upon conversion. REV serves a diversified customer base, primarily in the U.S. and their products are sold to municipalities, government agencies, private contractors, consumers, and industrial and commercial end users. REV provides customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (motorized recreational vehicles). The REV Transaction created a diversified specialty equipment manufacturer of emergency, waste, utilities, environmental, material processing equipment and mobile elevating work platforms with attractive end markets char …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

ACQUISITIONS REV Group, Inc. Acquisition On the Closing Date, the Company completed the REV Transaction in accordance with the terms of the definitive merger agreement with REV. The results of REV have been included in the Companys Condensed Consolidated Statements of Income and Comprehensive Income from the Closing Date. The provisional purchase consideration of $3,384 million is based on the conversion of each outstanding share of REV into 0.9809 of a share of Terex and $8.71 in cash ($426 million in total), the settlement of REVs outstanding debt owed to a third-party bank that was required to be repaid at closing, and estimated fair value of converted unvested share based awards attributable to pre-combination service. In connection with the REV Transaction, there were an additional 47.9 million shares of Terex issued upon conversion of REV shares. REV serves a diversified customer base primarily in the U.S., and its products are sold to municipalities, government agencies, private contractors, consumers, and industrial and commercial end users. REV provides customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (motorized recreational vehicles). The REV Transaction created a diversified specialty equipment manufacturer of emergency, waste, utilities, environmental, material processing equipment and mobile elevatin …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

"LITIGATION AND CONTINGENCIES General The Company is involved in various legal proceedings, including product liability, general liability, workers compensation liability, employment, commercial, class actions, intellectual property and tax litigation, which arise in the normal course of operations. The Company is insured for product liability, general liability, workers compensation, employers liability, property damage and other insurable risks required by law or contract, with retained liability or deductibles. The Company records and maintains an estimated liability in the amount of managements estimate of the Companys aggregate exposure for such retained liabilities and deductibles. For such retained liabilities and deductibles, the Company determines its exposure based on probable loss estimations, which requires such losses to be both probable and the amount or range of probable loss to be estimable. The Company believes it has made appropriate and adequate reserves and accruals for its current contingencies and the likelihood of a material loss beyond amounts accrued is remote. The Company believes the outcome of such matters, individually and in aggregate, will not have a material adverse effect on its condensed consolidated financial statements. However, outcomes of lawsuits cannot be predicted and, if determined adversely, could ultimately result in the Company incurring significant liabilities which could have a material adverse effect on its results of operations …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

LONG-TERM OBLIGATIONS Long-term debt is summarized as follows (in millions): June 30, 2026 December 31, 2025 5% Senior Notes due May 15, 2029, net of unamortized debt issuance costs of $3 million at June 30, 2026 and December 31, 2025 $ 597 $ 597 6.25% Senior Notes due October 15, 2032, net of unamortized debt issuance costs of $13 million and $15 million at June 30, 2026 and December 31, 2025, respectively 737 735 Credit Agreement term debt due October 8, 2031 (New Term Facility, as defined below), net of unamortized debt issuance costs of $16 million and $17 million at June 30, 2026 and December 31, 2025, respectively; and unamortized original issue discount of $5 million at June 30, 2026 and December 31, 2025 1,214 1,218 Credit Agreement - revolving line of credit expires on October 8, 2029 110 Secured borrowings 20 21 Finance lease obligations 9 11 Other 2 Total debt 2,687 2,584 Less: Current portion of long-term debt (4) (6) Long-term debt, less current portion $ 2,683 $ 2,578 Credit Agreement On October 8, 2024, the Company entered into an Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No. 2 to its Amended and Restated Credit Agreement dated April 1, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement) with certain of the Companys subsidiaries, the lenders and issuing banks party thereto and UBS AG as successor administrative agent and successor collateral agent. The amendment increased C …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

INCOME TAXES During the three months ended June 30, 2026, the Company recognized income tax expense of $29 million on pretax income of $139 million, an effective tax rate of 20.6%, as compared to income tax expense of $17 million on pretax income of $89 million, an effective tax rate of 18.5%, for the three months ended June 30, 2025. The higher effective tax rate for the three months ended June 30, 2026 when compared with the three months ended June 30, 2025 is primarily due to higher tax related to geographic distribution of income. During the six months ended June 30, 2026, the Company recognized income tax benefit of $4 million on pretax income of $13 million, an effective tax rate of (37.4)%, as compared to income tax expense of $22 million on pretax income of $115 million, an effective tax rate of 18.9%, for the six months ended June 30, 2025. The lower effective tax rate for the six months ended June 30, 2026 when compared with the six months ended June 30, 2025 is primarily due to an increase in favorable discrete items. On December 15, 2022, the European Union (EU) Member States formally adopted the EUs 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. A number of countries in which we operate have adopted legislation subject to the OECD transitional safe harbor rules, while other countries are still in …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Accounting Standards Implemented in 2026. In July 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025-05, Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to assume that conditions as of the balance sheet date remain unchanged over the life of the asset when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The guidance is effective for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2025-05 on January 1, 2026 on a prospective basis and elected the practical expedient provided by ASU 2025-05. The adoption of ASU 2025-05 did not have a material effect on the Companys condensed consolidated financial statements or disclosures. Accounting Standards to be Implemented. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (Subtopic 220-40), which requires more detailed disclosures about specified categories of expenses (including purchases of inventory, employee compensation, intangible asset amortization, and depreciation) included in certain expense captions presented on the face of the income statement (such as cost of sales and SG&A expenses). The guidance is effective for fiscal years beginning after December 15 …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

BUSINESS SEGMENT INFORMATION The Company identifies its operating segments according to how business activities are managed and evaluated. Effective February 2, 2026 in connection with the REV Transaction, the Company reports its business in the following reportable segments: (i) Environmental Solutions (ES), (ii) Materials Processing (MP), (iii) Specialty Vehicles (SV) and (iv) Aerials. The Companys Environmental Solutions Group (ESG) and Utilities operating segments share similar economic characteristics and are aggregated into one reportable segment, ES. 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 and recycling equipment, digger derricks, insulated aerial devices, and cameras with integrated smart technology, as well as related components and replacement parts, and waste hauler software solutions. Customers use these products in the solid waste and recycling industry, and for construction and maintenance of transmission and distribution lines, tree trimming, and foundation drilling applications. 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, wood processing, biomass and recycling equipment, concrete mixer trucks and concrete pavers, conveyors, and their related …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing