Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) July 21, 2024

TEREX CORPORATION

(Exact Name of Registrant as Specified in Charter)


Delaware	1-10702	34-1531521
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)


45 Glover Avenue	Norwalk	Connecticut	06850
(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code (203) 222-7170


NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	TEX	New York Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company			☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

Item 1.01. Entry Into a Material Definitive Agreement.

Transaction Agreement

On July 21, 2024, Terex Corporation ("Terex" or the "Company") 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 Environmental Solutions Group (“ESG”), a fully integrated equipment group serving the solid waste and recycling industry for a value of $2 billion (the “Transaction”). 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 and cash and debt in the ESG business at the closing date.

ESG designs and manufactures refuse collection vehicles, waste compaction equipment, and associated parts and digital solutions. The Transaction, which is subject to regulatory clearance and other customary closing conditions, is targeted to close in the second half of 2024.

There are no material relationships among the Company and Dover or any of their respective affiliates, other than with respect to the TA and the related ancillary agreements.

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 Amended and Restated Credit Agreement dated as of April 1, 2021 among Terex, certain of its subsidiaries, the lenders and issuing banks party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, as amended (the “Existing Credit Agreement”).

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 Existing 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 Existing Credit Agreement.

Item 7.01. Regulation FD Disclosure.

On July 22, 2024, Terex issued a press release announcing its entry into the TA. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K and a copy of a presentation relating to the Transaction is included as Exhibit 99.2 to this Form 8-K.

The information in Item 7.01 and in Exhibits 99.1 and 99.2 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act unless specifically stated by the Company.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release of Terex Corporation issued on July 22, 2024.

99.2 Presentation of Terex Corporation given on July 22, 2024.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 24, 2024


TEREX CORPORATION

By: /s/Scott J. Posner
Scott J. Posner
Senior Vice President
General Counsel and Secretary

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NEWS RELEASE Terex to Acquire Environmental Solutions Group (ESG) from Dover Corporation, Establishing Leading Presence in Waste and Recycling Market 7/22/2024 Purchase price of $2.0 billion; $1.725 billion net of expected tax bene�ts Reduces cyclicality, delivers �nancial accretion and lowers capital intensity Unlocks ~$25 million of cost and revenue synergies by 2026 Enhances presence in attractive waste & recycling segment; expands North American addressable market Terex to host investor conference call to discuss transaction on July 22, 2024 at 8:30 a.m. Eastern NORWALK, Conn., July 22, 2024 /PRNewswire/ -- Terex Corporation (NYSE: TEX) (the "Company") today announced it has signed a de�nitive agreement to acquire Environmental Solutions Group ("ESG") from Dover Corporation (NYSE: DOV), in a $2.0 billion all-cash transaction. When adjusted for the present value of expected tax bene�ts of approximately $275 million, the purchase price is $1.725 billion. This represents approximately 8.4x 2024E earnings before interest, taxes depreciation and amortization (EBITDA) including expected run-rate synergies. ESG is a leader in the design and manufacturing of refuse collection vehicles, waste compaction equipment, and associated parts and digital solutions. ESG is comprised of several industry-leading product brands — Heil, Marathon, Curotto-Can, and Bayne Thinline, as 1

well as digital solutions o�erings 3 Eye and Soft-Pak — that are respected throughout the solid waste industry for their quality, durability, reliability, unmatched service, and leading customer return on investment. ESG's broad array of turnkey products and services across equipment, digital and aftermarket o�erings are complementary to Terex's businesses, and will allow Terex to expand its customer base, provide customers with a broader suite of environmental equipment solutions, and realize economies of scale. ESG has demonstrated a track record of consistent, resilient growth, delivering a 7%+ long-term organic revenue CAGR over the last ten years. "This acquisition announcement of ESG marks an incredibly exciting milestone in our multi-year transformation and aligns with our goal of strengthening our portfolio and leveraging our operating system to drive sustainable, accelerated long-term growth," said Terex President and CEO, Simon Meester. "ESG will add a non-cyclical, �nancially accretive, and market-leading business to Terex's portfolio with tangible synergies in the fast-growing waste and recycling end market. In addition, ESG is led by a world-class management team and has a strong track record of operational excellence. We look forward to welcoming the ESG team to Terex and driving long-term, sustainable value for all our stakeholders." Compelling Transaction Rationale: This acquisition signi�cantly strengthens Terex's portfolio and creates a path for accelerated sustainable growth. Terex believes this transaction creates signi�cant shareholder value: Adds meaningful scale and signi�cantly reduces cyclicality: ESG has demonstrated a sustained track record of resilient, high-single digit organic growth through the cycle. Financially accretive: ESG's EBITDA margin including run rate synergies is expected to add 130 basis points of margin accretion. Terex will have approximately $1 billion in pro forma EBITDA. Tangible cost and revenue synergies: Terex expects ~$25 million of identi�ed synergies to be achieved by the end of 2026, largely driven by procurement, supply chain e�ciencies and commercial initiatives. Market leader in waste and recycling: ESG holds the #1 position in refuse collection vehicles and waste compaction equipment in North America, enabling Terex to create three market-leading business segments and to serve as a leader in the fast-growing waste and recycling end-market. Adds attractive addressable market in North America: Terex's North American exposure will increase to 65%, expanding its global market opportunity to $40 billion. Reduces capital intensity: ESG's e�cient operating model with low net working capital will drive a meaningful improvement in free cash �ow accretion. Transaction Details The transaction is anticipated to close in the second half of 2024, subject to the receipt of required regulatory approvals and customary closing conditions. rd 2

The deal enhances Terex's �nancial pro�le, delivering revenue growth, free cash �ow, EBITDA margin and EPS accretion. The transaction is expected to be double-digit percentage adjusted EPS accretive in 2025, with meaningful growth anticipated thereafter. Terex has obtained fully committed debt �nancing from UBS Investment Bank and expects to fund the transaction with a combination of cash on hand and debt �nancing. Terex expects a 2024 net leverage ratio of 2.2x, below its stated target of 2.5x through the cycle. The Company expects net leverage below 2.0x by the end of 2025 with consistent deleveraging thereafter from an enhanced free cash �ow pro�le. Terex will create the new Environmental Solutions segment that includes ESG as well as Terex's existing Utilities business. The segment combines Terex's leading market positions in utility equipment with ESG's portfolio of industry-renowned product brands. The segment will service the thematic, growing waste, recycling and utility end markets that are expected to bene�t from growth themes including electri�cation, circularity and energy transition. As of March 31, 2024, the new Environmental Solutions segment would have generated pro forma LTM revenues of $1.4 billion. Advisors UBS Investment Bank is serving as exclusive �nancial advisor and Fried Frank and Pryor Cashman are serving as legal advisors to Terex. Conference Call Details The Company has scheduled a conference call to discuss the transaction today, July 22, 2024 beginning at 8:30 a.m. ET. Simon A. Meester, President and CEO, and Julie Beck, Senior Vice President and Chief Financial O�cer, will host the call. A simultaneous webcast of this call can be accessed at https://investors.terex.com. Participants are encouraged to access the call 15 minutes prior to the starting time. The call will also be archived in the Event Archive at https://investors.terex.com. The Company also plans to host a conference call to discuss its second quarter 2024 �nancial results on July 31, 2024 at 8:30 a.m. ET. A simultaneous webcast of this call will be available at https://investors.terex.com. About Terex Terex is a global manufacturer of materials processing machinery and aerial work platforms. We design, build and support products used in maintenance, manufacturing, energy, recycling, minerals and materials management, and construction applications. Certain Terex products and solutions enable customers to reduce their impact on the environment including electric and hybrid o�erings 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. Our products are manufactured in North America, Europe, Australia and Asia and sold worldwide. We engage with 3

customers through all stages of the product life cycle, from initial speci�cation to parts and service support. We report our business in the following segments: (i) Materials Processing and (ii) Aerial Work Platforms. About ESG: Environmental Solutions Group ("ESG") encompasses industry-leading brands, such as Heil, Marathon, 3rd Eye, Soft-Pak, Parts Central, Currotto-Can, and Bayne Thinline to create a premier, fully integrated equipment group serving the solid waste and recycling industry. Through extensive voice-of-customer outreach, in-house engineering and manufacturing capabilities, a wide-reaching service network, and proven industry expertise, ESG is focused on solving customer problems through environmentally responsible products and providing world-class support. For more information about ESG, visit doveresg.com, the ESG Facebook page or follow ESG on Twitter. Forward Looking Statements Certain information in this press release includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995) regarding future events or our future �nancial performance that involve certain contingencies and uncertainties, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent reports we �le with the U.S. Securities and Exchange Commission from time to time, in the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations – Contingencies and Uncertainties." In addition, when included in this press release the words "may," "expects," "should," "intends," "anticipates," "believes," "plans," "projects," "estimates," "will" and the negatives thereof and analogous or similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statement is not forward-looking. We have based these forward- looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to di�er materially from those re�ected in such forward-looking statements. Such risks and uncertainties, many of which are beyond our control, include, among others: we may be unable to successfully integrate acquired businesses, including the ESG business; we may not realize expected synergies for any acquired businesses within the timeframe anticipated or at all; our operations are subject to a number of potential risks that arise from operating a multinational business, including political and economic instability and compliance with changing regulatory environments; changes in the availability and price of certain materials and components, which may result in supply chain disruptions; consolidation within our customer base and suppliers; our business may su�er if our equipment fails to perform as expected; a material disruption to one of our signi�cant facilities; 4

our business is sensitive to general economic conditions, government spending priorities and the cyclical nature of markets we serve; our consolidated �nancial results are reported in U.S. dollars while certain assets and other reported items are denominated in the currencies of other countries, creating currency exchange and translation risk; our need to comply with restrictive covenants contained in our debt agreements; our ability to generate su�cient cash �ow to service our debt obligations and operate our business; our ability to access the capital markets to raise funds and provide liquidity; the �nancial condition of customers and their continued access to capital; exposure from providing credit support for some of our customers; we may experience losses in excess of recorded reserves; our industry is highly competitive and subject to pricing pressure; our ability to successfully implement our strategy and the actual results derived from such strategy; increased cybersecurity threats and more sophisticated computer crime; increased regulatory focus on privacy and data security issues and expanding laws; our ability to attract, develop, engage and retain team members; possible work stoppages and other labor matters; litigation, product liability claims and other liabilities; changes in import/export regulatory regimes, imposition of tari�s, escalation of global trade con�icts and unfairly traded imports, particularly from China, could continue to negatively impact our business; compliance with environmental regulations could be costly and failure to meet sustainability expectations or standards or achieve our sustainability goals could adversely impact our business; our compliance with the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws; our ability to comply with an injunction and related obligations imposed by the U.S. Securities and Exchange Commission; and other factors. Actual events or our actual future results may di�er materially from any forward-looking statement due to these and other risks, uncertainties and material factors. The forward-looking statements contained herein speak only as of the date of this press release. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this press release to re�ect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Non-GAAP Financial Measures This news release includes the following non-GAAP measures, as de�ned under SEC rules, which are de�ned below: EBITDA 5

EBITDA is de�ned as earnings, before interest, other non-operating income (loss), income (loss) attributable to non- controlling interest, taxes, depreciation and amortization. The Company calculates this by subtracting the following items from Net income (loss): (Gain) loss on disposition of discontinued operations- net of tax; and (Income) loss from discontinued operations – net of tax. Then adds the Provision for (bene�t from) income taxes; Interest & Other (Income) Expense; the Depreciation and Amortization amounts reported in the Consolidated Statement of Cash Flows less amortization of debt issuance costs that are recorded in Interest expense. The Company believes that disclosure of EBITDA will be helpful to those reviewing its performance, as EBITDA provides information on its ability to meet debt service, capital expenditure and working capital requirements, and is also an indicator of pro�tability. (In millions) (Estimated) Operating income to EBITDA reconciliation for Q1 2024 LTM Revenue Operating Income Depreciation & Amortization EBITDA (Non-GAAP) EBITDA Margin (Non-GAAP) Materials Processing $2,193 $345 $17 $362 16.5 % ESG $792 $154 $6 $160 20.2 % Utilities $600 $53 $7 $60 9.9 % Environmental Solutions $1,392 $207 $13 $220 15.8 % Aerials $2,417 $343 $27 $369 15.3 % Corp & Other/Eliminations ($2) ($94) $7 ($87) N/M Terex Pro Forma $6,001 $801 $63 $864 14.4 % Operating income to EBITDA reconciliation for pro forma 2024 Outlook Terex Q1-24 Outlook ESG Outlook Terex + ESG (Pro Forma) Revenue $5,300 $865 $6,165 Operating Income $686 $172 $858 D&A $65 $8 $73 EBITDA $751 $180 $931 % Margin 14.2 % 20.8 % 15.1 % Synergies - $25 $25 % of Sales - 2.9 % 0.4 % EBITDA + Synergies - - $956 % Margin - - 15.5 % Net Leverage Outlook The Company's net leverage ratio is calculated as net debt divided by EBITDA. Terex is unable to provide forward- looking quantitative reconciliation of these forward-looking non-GAAP �nancial measures to any GAAP measure 6

because Terex is unable to predict with reasonable certainty the ultimate outcome of certain signi�cant items without unreasonable e�ort. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results for the relevant periods. These forward-looking non-GAAP �nancial measures re�ect management's current expectation and beliefs regarding the potential bene�ts of the proposed transaction. As used herein, "GAAP" refers to accounting principles generally accepted in the United States of America. For more information, contact: Investors Julie A. Beck Senior Vice President, Chief Financial O�cer Email: InvestorRelations@Terex.com Media Edelman Smith�eld Ted McHugh and Danielle O'Brien Email: Terex@edelman.com View original content to download multimedia:https://www.prnewswire.com/news-releases/terex-to-acquire- environmental-solutions-group-esg-from-dover-corporation-establishing-leading-presence-in-waste-and- recycling-market-302202288.html SOURCE Terex Corporation 7

E X E C U T E • I N N O V A T E • G R O W ACQUIS IT ION OF JULY 22, 2024 E X E C U T E • I N N O V A T E • G R O W

2 Forward Looking Statements Certain information in this presentation includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995) regarding future events or our future financial performance that involve certain contingencies and uncertainties, including those discussed in our Annual Report on Form 10-K for the year ended December 31, 2023, and subsequent reports we file with the U.S. Securities and Exchange Commission from time to time, in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingencies and Uncertainties.” In addition, when included in this presentation, the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “will” and the negatives thereof and analogous or similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean that the statement is not forward-looking. We have based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties, many of which are beyond our control, include, among others: • we may be unable to successfully integrate acquired businesses, including the ESG business; • we may not realize expected synergies for any acquired businesses within the timeframe anticipated or at all; • our operations are subject to a number of potential risks that arise from operating a multinational business, including political and economic instability and compliance with changing regulatory environments; • changes in the availability and price of certain materials and components, which may result in supply chain disruptions; • consolidation within our customer base and suppliers; • our business may suffer if our equipment fails to perform as expected; • a material disruption to one of our significant facilities; • our business is sensitive to general economic conditions, government spending priorities and the cyclical nature of markets we serve; • our consolidated financial results are reported in U.S. dollars while certain assets and other reported items are denominated in the currencies of other countries, creating currency exchange and translation risk; • our need to comply with restrictive covenants contained in our debt agreements; • our ability to generate sufficient cash flow to service our debt obligations and operate our business; • our ability to access the capital markets to raise funds and provide liquidity; • the financial condition of customers and their continued access to capital; • exposure from providing credit support for some of our customers; • we may experience losses in excess of recorded reserves; • our industry is highly competitive and subject to pricing pressure; • our ability to successfully implement our strategy and the actual results derived from such strategy; • increased cybersecurity threats and more sophisticated computer crime; • increased regulatory focus on privacy and data security issues and expanding laws; • our ability to attract, develop, engage and retain team members; • possible work stoppages and other labor matters; • litigation, product liability claims and other liabilities; • changes in import/export regulatory regimes, imposition of tariffs, escalation of global trade conflicts and unfairly traded imports, particularly from China, could continue to negatively impact our business; • compliance with environmental regulations could be costly and failure to meet sustainability expectations or standards or achieve our sustainability goals could adversely impact our business; • our compliance with the United States (“U.S.”) Foreign Corrupt Practices Act and similar worldwide anti-corruption laws; • our ability to comply with an injunction and related obligations imposed by the U.S. Securities and Exchange Commission (“SEC”); and • other factors. Actual events or our actual future results may differ materially from any forward-looking statement due to these and other risks, uncertainties and material factors. The forward-looking statements contained herein speak only as of the date of this presentation and the forward-looking statements contained in documents incorporated herein by reference speak only as of the date of the respective documents. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained or incorporated by reference in this presentation to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Non-GAAP Measures: Terex from time to time refers to various non-GAAP (generally accepted accounting principles) financial measures in this presentation. Terex believes that this information is useful to understanding its operating results and the ongoing performance of its underlying businesses without the impact of special items. See the appendix at the end of this presentation as well as the Terex first quarter 2024 earnings release on the Investor Relations section of our website www.terex.com for a description and/or reconciliation of these measures. Total amounts in tables of this presentation may not add due to rounding.

3 % of Revenue Aftermarket ~18% Digital ~10% Equipment ~72% ESG is a Leader in Waste and Recycling Solutions • Environmental Solutions Group (“ESG”) is a global leader in the design and manufacturing of refuse collection vehicles (“RCV”), waste compaction equipment, and associated parts and digital solutions • ESG has the #1 position in waste collection and compaction equipment in North America with a strong nationwide network of over 60 dealers • Track record of consistent, strong organic growth, resilient top-line performance through the cycle, as well as best-in-class margins and free cash flow conversion $792mm Revenue Q1 2024 LTM +7% Long-term Organic Revenue CAGR (2013A – 2023A) ~20%+ EBITDA Margin1 Q1 2024 LTM 95% Cash Flow Conversion1 Q1 2024 LTM F I N A N C I A L P R O F I L E #1 manufacturer of custom-configured refuse collection vehicles #1 manufacturer of onsite commercial and industrial equipment for compaction Digital solutions to improve safety, reduce costs, and boost revenue Genuine OEM parts for ESG brands Original Equipment Aftermarket Digital Solutions 1. Non-GAAP financial measure. See appendix for definition and certain reconciliations to GAAP measures; Cash flow conversion calculated as (EBITDA – Capex) / EBITDA

4 Compelling Strategic Rationale; Significantly Strengthens Terex and Creates Path for Accelerated Sustainable Growth Adds attractive addressable market in North America Financially accretive Scale and reduces cyclicality Tangible cost and revenue synergies Market leader in Waste & Recycling Reduces capital intensity ESG adds a market-leading, financially accretive, non-cyclical business to Terex with tangible synergies; entry into attractive new North American segment

5 Sustained Track Record of Resilient, High-Single Digit Organic Growth, Supported by Several Strategic Acquisitions 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 % Org. Growth 7% 10% (5)% 12% 14% 13% (8)% 2% 23% 13% ESG Revenue Key Acquisitions 2013 2016 2020 2022 Acquired Advanced Mobile and Facility Vision Technology Acquired Integrated Back Office, Route Mgmt. and Customer Relationship Software Solutions Acquired IP Related to Electrically Powered Refuse Collection Vehicle Bodies (IP) Acquired Automated Carry Can That Mounts to the Front Loader

6 Purchase Price • Purchase price of $2.0 billion on cash-free, debt-free basis • Net purchase price of $1.725 billion, when adjusted for ~$275 million present value of tax benefits • 2024E EBITDA1 multiple of ~8.4x adjusted for expected tax benefits and including run-rate synergies Synergies • Annual run rate synergies of ~$25 million expected to be achieved by the end of 2026 • Identified initiatives include procurement and supply chain efficiencies, as well as commercial synergies • Additional upside is expected through digital offerings and cross-selling opportunities to existing and new customers Financial Impact • Consistent revenue stream, EBITDA margin expansion, reduced capital intensity and FCF accretive • Adjusted EPS double digit percentage accretive in 2025 and expected to increase meaningfully thereafter • Enhanced scale and diversification reduces cyclicality Timing • Anticipated closing in the second half of 2024 • Transaction is subject to regulatory approval and customary closing conditions Financing • 100% cash consideration to be financed with a combination of cash on hand, Term Loan B and Senior Unsecured Notes • Expect a 2024 net leverage ratio1 of ~2.2x net debt / EBITDA; under Terex’s 2.5x through the cycle net debt / EBITDA target • Expect net leverage below 2.0x by the end of 2025 with consistent deleveraging thereafter from an enhanced free cash flow profile Transaction Overview 1. Non-GAAP financial measure. See appendix for definition and certain reconciliations to GAAP measures

7 Materials Processing Utilities Environmental Solutions ESG Aerials • Market leader in providing solutions to waste end markets • High growth digital offerings • Significant aftermarket business $6B Addressable Equipment Market $1.4B Revenue PF Q1 2024 LTM • Operates in high growth utility & environmental markets • Consolidated factory footprint • Leader in equipment electrification #2 In US insulated equipment Creates Three Market-Leading Business Segments with $40B TAM • Market leader in aerial work platforms • Adding new markets • Favorable megatrends • Diverse customers & applications $14B Addressable Equipment Market #1 or 2 In an expanding global market $2.4B Revenue PF Q1 2024 LTM 15.3%1 EBITDA Margin PF Q1 2024 LTM • Global, well-established platform with diverse applications • Strong channels • Favorable macro tailwinds $16B Addressable Equipment Market #1 In tracked mobile crushing & screening $2.2B Revenue PF Q1 2024 LTM 16.5%1 EBITDA Margin PF Q1 2024 LTM #1 US position in RCVs & stationary compaction equipment 15.8%1 EBITDA Margin PF Q1 2024 LTM ~$4B Parts and Services Addressable Market 1. Non-GAAP financial measure. See appendix for definition and certain reconciliations to GAAP measures

8 Aerial Work Platforms ~58% Materials Processing ~42% ~15% ~20% ~35% ~20% ~10% 65% 17% 11% 7% 60%19% 13% 8% Produces a Scaled, High Performing and Diversified Platform Aerials4 ~40% Materials Processing ~36% Environmental Solutions4 ~24% Enhanced Business Mix with ~24% of revenue tied to ESG segment (Pro Forma) (Pro Forma)(Pro Forma5) ~25% ~20% ~30% ~15% ~10% Infrastructure Waste Recycling / Scrap General Construction Industrial / Commercial Utilities Further Diversified End Markets with greater exposure to waste recycling & scrap end market Revenue (2024 Outlook) ~$5.3bn2 ~$6.2bn EBITDA1 (2024 Outlook) ~$750mm2 ~$960mm % margin ~14.2% ~15.5% (Pro Forma) North America Western Europe Asia / Pacific Rest of World Increased Presence in North America with North American exposure increasing to 65% Includes ~$25mm of synergies3 1. Non-GAAP financial measure. See appendix for definition and certain reconciliations to GAAP measures; 2. Midpoint outlook provided by Terex on Q1 2024 earnings on April 26, 2024; 3. Synergies represent ~3% of ’24E ESG revenue and are expected to be achieved by the end of 2026; 4. Environmental Solutions includes ESG and Terex Utilities. Aerial Work Platforms renamed Aerials and excludes Terex Utilities; 5. Based on Q1 2024 LTM revenue

9 Increases Exposure to Growing Waste & Recycling Management End Market Waste customers’ business model anchored by multi-year contracts with recurring volumes Waste is an essential service, with RCV market projected to grow at 5%+ CAGR over the next ten years Synergistic opportunities aligning with Terex Recycling Systems, ZenRobotics and Ecotec Increased focus on equipment upgrades to further increase safety, productivity and efficiency Leverage technologies including digital, electrification and robotic automation capabilities across combined company Shift towards recycling requires equipment with more advanced capabilities Solid Waste Generation 90K 150K 280K 0K 75K 150K 225K 300K 1960 1990 Current (MSW, 1,000 tons) ($ in millions) North American RCV Market Size $1,262 $1,634 $2,108 $0 $500 $1,000 $1,500 $2,000 2023 2028 2033

10 ESG Transaction Accelerates Long-Term Shareholder Value Tangible cost and revenue synergies Adds meaningful scale and significantly reduces cyclicality Financially accretive Reduces capital intensity Adds attractive addressable market in North America Market leader in waste and recycling

11 Contacts Julie Beck Senior Vice President, Chief Financial Officer julie.beck@terex.com 203-222-5969 Jon Paterson Vice President, Treasurer jon.paterson@terex.com 203-451-7572

12 Appendix: Non-GAAP Financial Measures This presentation includes the following non-GAAP measures, as defined under SEC rules, which are defined below: EBITDA EBITDA is defined as earnings, before interest, other non-operating income (loss), income (loss) attributable to non-controlling interest, taxes, depreciation and amortization. The Company calculates this by subtracting the following items from Net income (loss): (Gain) loss on disposition of discontinued operations- net of tax; and (Income) loss from discontinued operations – net of tax. Then adds the Provision for (benefit from) income taxes; Interest & Other (Income) Expense; the Depreciation and Amortization amounts reported in the Consolidated Statement of Cash Flows less amortization of debt issuance costs that are recorded in Interest expense. The Company believes that disclosure of EBITDA will be helpful to those reviewing its performance, as EBITDA provides information on its ability to meet debt service, capital expenditure and working capital requirements, and is also an indicator of profitability. Net Leverage Outlook The Company's net leverage ratio is calculated as net debt divided by EBITDA. Terex is unable to provide forward-looking quantitative reconciliation of these forward- looking non-GAAP financial measures to any GAAP measure because Terex is unable to predict with reasonable certainty the ultimate outcome of certain significant items without unreasonable effort. These items are uncertain, depend on various factors and could have a material impact on GAAP reported results for the relevant periods. These forward-looking non-GAAP financial measures reflect management’s current expectation and beliefs regarding the potential benefits of the proposed transaction. As used herein, “GAAP” refers to accounting principles generally accepted in the United States of America. (In millions) (Estimated) Operating income to EBITDA reconciliation for Q1 2024 LTM Operating income to EBITDA reconciliation for pro forma 2024 outlook Revenue Operating Income Depreciation & Amortization EBITDA (Non-GAAP) EBITDA Margin (Non-GAAP) Terex Q1-24 Outlook ESG Outlook Terex + ESG (Pro Forma) Materials Processing $2,193 $345 $17 $362 16.5% Revenue $5,300 $865 $6,165 ESG $792 $154 $6 $160 20.2% Operating Income $686 $172 $858 Utilities $600 $53 $7 $60 9.9% D&A $65 $8 $73 Environmental Solutions $1,392 $207 $13 $220 15.8% EBITDA $751 $180 $931 % Margin 14.2% 20.8% 15.1% Aerials $2,417 $343 $27 $369 15.3% Synergies - $25 $25 Corp & Other/Eliminations ($2) ($94) $7 ($87) N/M % of Sales - 2.9% 0.4% Terex Pro Forma $6,001 $801 $63 $864 14.4% EBITDA + Synergies - - $956 % Margin - - 15.5%

Cover Page	Jul. 21, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 21, 2024
Entity Registrant Name	TEREX CORP
Entity Central Index Key	0000097216
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	1-10702
Entity Tax Identification Number	34-1531521
Entity Address, Address Line One	45 Glover Avenue
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06850
City Area Code	203
Local Phone Number	222-7170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	TEX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false