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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-10702

$Tx_RedBlk.jpg$

Terex Corporation

(Exact name of registrant as specified in its charter)


Delaware						34-1531521
(State of Incorporation)						(IRS Employer Identification No.)

301 Merritt 7, 4th Floor, Norwalk, Connecticut 06851

(Address of principal executive offices)

(203) 222-7170

(Registrant’s telephone number, including area code)

_______________________________________________________________

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Number of outstanding shares of common stock: 65.6 million as of October 27, 2025.


The Exhibit Index begins on page 50.

GENERAL

This Quarterly Report on Form 10-Q filed by Terex Corporation generally speaks as of September 30, 2025 unless specifically noted otherwise. Unless otherwise indicated, Terex Corporation, together with its consolidated subsidiaries, is hereinafter referred to as “Terex,” the “Registrant,” “us,” “we,” “our” or the “Company.”

Forward-Looking Information

Certain information in this Quarterly Report 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 below in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contingencies and Uncertainties.” In addition, when included in this Quarterly Report or in documents incorporated herein by reference, 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:

•the imposition of new, postponed or increased international tariffs;

•our business is sensitive to general economic conditions, government spending priorities and the cyclical nature of markets we serve;

•we have a significant amount of debt outstanding and need to comply with 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;

•our consolidated financial results are reported in United States (“U.S.”) dollars while certain assets and other reported items are denominated in the currencies of other countries, creating currency exchange and translation risk;

•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;

•we may be unable to successfully integrate acquired businesses, including the Environmental Solutions Group business;

•we may not realize expected benefits for any acquired businesses within the timeframe anticipated or at all;

•our ability to successfully implement our strategy and the actual results derived from such strategy;

•our industry is highly competitive and subject to pricing pressure;

•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;

•increased cybersecurity threats and more sophisticated computer crime;

•issues related to the development, deployment and use of artificial intelligence technologies in our business operations, information systems, products and services;

•increased regulatory focus on privacy and data security issues and expanding laws;

•litigation, product liability claims and other liabilities;

•our compliance with environmental regulations and failure to meet sustainability requirements or expectations;

•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 (“SEC”);

•our ability to attract, develop, engage and retain qualified team members;

•possible work stoppages and other labor matters; 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 Quarterly Report 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 Quarterly Report 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.

TEREX CORPORATION AND SUBSIDIARIES

Index to Quarterly Report on Form 10-Q

For the Quarterly Period Ended September 30, 2025



		PAGE
PART I	FINANCIAL INFORMATION	4

Item 1	Financial Statements	4





Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3	Quantitative and Qualitative Disclosures About Market Risk	45
Item 4	Controls and Procedures	46

PART II	OTHER INFORMATION	47

Item 1	Legal Proceedings	47
Item 1A	Risk Factors	47
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	49
Item 3	Defaults Upon Senior Securities	49
Item 4	Mine Safety Disclosures	49
Item 5	Other Information	49
Item 6	Exhibits	50

SIGNATURES		51

PART I.FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

(in millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net sales	$	1,387	$	1,212	$	4,103	$	3,886
Cost of goods sold	(1,105)		(967)		(3,300)		(3,015)
Gross profit	282		245		803		871
Selling, general and administrative expenses	(142)		(123)		(465)		(398)
Operating profit	140		122		338		473
Other income (expense)
Interest income	3		3		7		9
Interest expense	(45)		(13)		(132)		(44)

Other income (expense) – net	(4)		(13)		(4)		(28)
Income (loss) before income taxes	94		99		209		410
(Provision for) benefit from income taxes	(29)		(11)		(51)		(73)



Net income (loss)	$	65	$	88	$	158	$	337









Earnings (loss) per share



Basic	$	0.99	$	1.32	$	2.40	$	5.03




Diluted	$	0.98	$	1.31	$	2.38	$	4.98
Weighted average number of shares outstanding in per share calculation
Basic	65.6		66.9		65.9		67.0
Diluted	66.2		67.4		66.4		67.7



Comprehensive income (loss)	$	57	$	152	$	256	$	345

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEET

(unaudited)

(in millions, except par value)


	September 30, 2025		December 31, 2024
Assets
Current assets
Cash and cash equivalents	$	509	$	388
Receivables (net of allowance of $10 and $9 at September 30, 2025 and December 31, 2024, respectively)	821		643
Inventories	1,207		1,147
Prepaid and other current assets	206		142

Total current assets	2,743		2,320
Non-current assets
Property, plant and equipment – net	738		714

Goodwill	1,089		1,093
Intangible assets – net	1,048		1,107

Other assets	548		496

Total assets	$	6,166	$	5,730

Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt	13		4
Trade accounts payable	696		580
Accrued compensation and benefits	127		117




Other current liabilities	439		372

Total current liabilities	1,275		1,073
Non-current liabilities
Long-term debt, less current portion	2,580		2,580


Other non-current liabilities	294		245

Total liabilities	4,149		3,898
Commitments and contingencies

Stockholders’ equity
Common stock, $0.01 par value – authorized 300.0 shares; issued 85.5 and 85.1 shares at September 30, 2025 and December 31, 2024, respectively	1		1
Additional paid-in capital	934		921
Retained earnings	2,087		1,964
Accumulated other comprehensive income (loss)	(284)		(382)
Less cost of shares of common stock in treasury – 20.6 and 19.4 shares at September 30, 2025 and December 31, 2024	(721)		(672)


Total stockholders’ equity	2,017		1,832
Total liabilities and stockholders’ equity	$	6,166	$	5,730

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(unaudited)

(in millions)


	Outstanding Shares	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock in Treasury		Total
Balance at December 31, 2024	65.7	$	1	$	921	$	1,964	$	(382)	$	(672)	$	1,832
Net income (loss)	—	—		—		21		—		—		21
Other comprehensive income (loss) – net of tax	—	—		—		—		32		—		32
Issuance of common stock related to compensation	0.4	—		22		—		—		—		22
Compensation under stock-based plans – net	0.2	—		(25)		—		—		6		(19)

Dividends	—	—		—		(11)		—		—		(11)





Acquisition of treasury stock	(0.8)	—		—		—		—		(33)		(33)
Other	—	—		1		—		—		(1)		—
Balance at March 31, 2025	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
Net income (loss)	—	—		—		65		—		—		65
Other comprehensive income (loss) – net of tax	—	—		—		—		(8)		—		(8)
Issuance of common stock related to compensation	—	—		1		—		—		—		1
Compensation under stock-based plans – net	—	—		6		—		—		—		6
Dividends	—	—		—		(12)		—		—		(12)

Other	—	—		—		(1)		—		1		—
Balance at September 30, 2025	64.9	$	1	$	934	$	2,087	$	(284)	$	(721)	$	2,017


	Outstanding Shares	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock in Treasury		Total
Balance at December 31, 2023	66.1	$	1	$	906	$	1,675	$	(287)	$	(623)	$	1,672
Net income (loss)	—	—		—		109		—		—		109
Other comprehensive income (loss) – net of tax	—	—		—		—		(29)		—		(29)
Issuance of common stock related to compensation	0.5	—		24		—		—		—		24
Compensation under stock-based plans – net	—	—		(31)		—		—		1		(30)

Dividends	—	—		—		(11)		—		—		(11)





Acquisition of treasury stock	—	—		—		—		—		(3)		(3)
Other	—	—		1		(1)		—		—		—
Balance at March 31, 2024	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
Net income (loss)	—	—		—		88		—		—		88
Other comprehensive income (loss) – net of tax	—	—		—		—		64		—		64
Issuance of common stock related to compensation	—	—		1		—		—		—		1
Compensation under stock-based plans – net	—	—		4		—		—		—		4
Dividends	—	—		—		(11)		—		—		(11)
Acquisition of treasury stock	(0.3)	—		—		—		—		(12)		(12)

Other	—	—		—		(1)		—		—		(1)
Balance at September 30, 2024	66.0	$	1	$	914	$	1,977	$	(279)	$	(656)	$	1,957

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEREX CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)

(in millions)


	Nine Months Ended September 30,
	2025		2024
Operating Activities
Net income (loss)	$	158	$	337
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	120		45





Stock-based compensation expense	25		23
Inventory and other non-cash charges	20		23
Changes in operating assets and liabilities (net of effects of acquisitions and divestitures):
Receivables	(163)		(122)
Inventories	(73)		(45)
Trade accounts payable	140		(109)


Other assets and liabilities	9		(15)
Foreign exchange and other operating activities, net	(1)		12
Net cash provided by (used in) operating activities	235		149
Investing Activities
Capital expenditures	(84)		(88)





Other investing activities, net	40		8
Net cash provided by (used in) investing activities	(44)		(80)
Financing Activities
Repayments of debt	(92)		(135)
Proceeds from issuance of debt	95		135




Share repurchases	(55)		(34)
Dividends paid	(34)		(34)

Other financing activities, net	(12)		(20)
Net cash provided by (used in) financing activities	(98)		(88)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	28		—
Net Increase (Decrease) in Cash and Cash Equivalents	121		(19)
Cash and Cash Equivalents at Beginning of Period	388		371
Cash and Cash Equivalents at End of Period	$	509	$	352

The accompanying notes are an integral part of these condensed consolidated financial statements.

TEREX CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE A – BASIS OF PRESENTATION

Basis of Presentation and Principles of Consolidation. The accompanying unaudited Condensed Consolidated Financial Statements of Terex Corporation and subsidiaries as of September 30, 2025 and for the three and nine months ended September 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. Accordingly, they do not include all information and footnotes required by U.S. GAAP to be included in full-year financial statements. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2024 has been derived from audited consolidated financial statements as of that date, but does not include all disclosures required by U.S. GAAP. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for year ended December 31, 2024.

The Condensed Consolidated Financial Statements include accounts of Terex Corporation, its majority-owned subsidiaries and other controlled subsidiaries (“Terex” or the “Company”). The Company consolidates all majority-owned and controlled subsidiaries, applies equity method of accounting for investments in which the Company is able to exercise significant influence and applies the cost method for investments which do not have readily determinable fair values. All intercompany balances, transactions and profits have been eliminated. Certain prior period amounts have been reclassified to conform with the 2025 presentation.

In the opinion of management, adjustments considered necessary for the fair statement of these interim financial statements have been made. Except as otherwise disclosed, all such adjustments consist only of those of a normal recurring nature. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of results that may be expected for the year ending December 31, 2025.

Accounting Standards to be Implemented. 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 expects the adoption to result in expanded income tax disclosures in its consolidated financial statements with no impact to its financial position, results of operations or cash flows.

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, 2026 and interim periods within fiscal years beginning after December 15, 2027. The Company is currently evaluating the impact of this guidance on its disclosures to the consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit 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 does not expect adoption to have a material effect on its consolidated financial statements.

Receivables and Allowance for Doubtful Accounts. Receivables include $734 million and $560 million of trade accounts receivable at September 30, 2025 and December 31, 2024, respectively. Trade accounts receivable are recorded at invoiced amount and do not bear interest. Allowance for doubtful accounts is the Company’s estimate of current expected credit losses on its existing accounts receivable and determined based on historical customer assessments, current financial conditions, and reasonable and supportable forecasts. Account balances are charged off against the allowance when the Company determines the receivable will not be recovered. There can be no assurance that the Company’s estimate of accounts receivable collection will be indicative of future results.

The following table summarizes changes in the consolidated allowance for doubtful accounts (in millions):




Balance as of December 31, 2024	$	9
Provision for credit losses	3
Other (1)	(2)
Balance as of September 30, 2025	$	10
(1) Includes utilization of established reserves, net of recoveries and the impact of foreign exchange rate changes.

Revenue Recognition. The Company estimated that $37 million and $20 million at September 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. We expect to recognize approximately 53% of the Company’s unsatisfied (or partially satisfied) performance obligations as revenue through 2026, 24% in 2027, and 12% in 2028, with the remaining balance to be recognized in 2029 and thereafter. The Company applied the standard’s practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized. Current contract liabilities are recorded in Other current liabilities and non-current contract liabilities are recorded in Other non-current liabilities in the Company’s Condensed Consolidated Balance Sheet. Contract liabilities are reduced when the associated revenue from the contract is recognized. The Company had no contract assets as of September 30, 2025 and December 31, 2024.


	September 30, 2025		December 31, 2024
Contract liabilities - current	$	23	$	20
Contract liabilities - non-current	19		16

Supplier Finance. The Company has supplier finance programs to pay third-party banks the stated amount of confirmed invoices from its designated suppliers on the original maturity dates of the invoices. Terex or the bank may terminate the agreement upon 30 days’ notice. 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 September 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.

Guarantees. 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. Reserves are recorded for expected loss over the contractual period of risk exposure. See Note K – “Litigation and Contingencies” for additional information regarding guarantees issued to financial institutions.

Accrued Warranties. The Company records accruals for potential warranty claims based on its claim experience. The Company’s products are typically sold with a standard warranty covering defects that arise during a fixed period. Each business provides a warranty specific to products it offers. The specific warranty offered by a business is a function of customer expectations and competitive forces. Warranty length is generally a fixed period of time, a fixed number of operating hours or both.

A liability for estimated warranty claims is accrued at the time of sale. The current portion of the product warranty liability is included in Other current liabilities and the non-current portion is included in Other non-current liabilities in the Company’s Condensed Consolidated Balance Sheet. The liability is established using historical warranty claims experience for each product sold. Historical claims experience may be adjusted for known design improvements or for the impact of unusual product quality issues. Assumptions are updated for known events that may affect the potential warranty liability.

The following table summarizes changes in the consolidated product warranty liability (in millions):




Balance as of December 31, 2024	$	54
Accruals for warranties issued during the period	37
Changes in estimates	7
Settlements during the period	(47)
Foreign exchange effect/other	(1)
Balance as of September 30, 2025	$	50

Fair Value Measurements. Assets and liabilities measured at fair value on a recurring basis under the provisions of Accounting Standards Codification (“ASC”) 820, “Fair Value Measurement and Disclosure” (“ASC 820”) include identifiable assets acquired and liabilities assumed in a business combination discussed in Note D – “Acquisitions and Divestitures”; commodity swaps, cross currency swaps and foreign exchange contracts discussed in Note I – “Derivative Financial Instruments”; and debt discussed in Note J – “Long-Term Obligations”. These assets and liabilities are valued using observable market data for similar assets and liabilities or the present value of future cash payments and receipts. ASC 820 establishes a fair value hierarchy for those instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s assumptions (unobservable inputs). The hierarchy consists of three levels:

Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2 – Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3 – Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity).

Determining which category an asset or liability falls within this hierarchy requires judgment. The Company evaluates its hierarchy disclosures each quarter.

NOTE B – 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 Company’s 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) 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.

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.

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.

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. 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.

The Company assists customers in their rental, leasing and acquisition of its products through Terex Financial Services (“TFS”). TFS uses its equipment financing experience to facilitate financial products and services to assist customers in the acquisition of the Company’s equipment. TFS is included in Corporate and Other.

Corporate and Other also includes eliminations among the three reportable segments, as well as general and corporate items.

Business segment information is presented below (in millions):


	Three Months Ended September 30, 2025
	Aerials		MP		ES		Total
Net sales	$	537	$	417	$	435	$	1,389
Reconciliation of net sales
Corporate and Other / Eliminations							(2)
Consolidated net sales							1,387

Less: (1)
Cost of goods sold	445		322		340		1,107
Compensation expense	23		26		20		69
Other segment items (2)	24		17		17		58
Segment operating profit	$	45	$	52	$	58	$	155

Reconciliation of operating profit
Corporate and Other / Eliminations							(15)
Consolidated operating profit							$	140

(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.

(2) Other segment items includes corporate management charges, professional services, travel & entertainment, depreciation & amortization, property & utilities, selling & marketing, research & development, communication & software, staff amenities, and finance expenses. Individually, each of these categories represents an insignificant amount.


	Nine Months Ended September 30, 2025
	Aerials		MP		ES		Total
Net sales	$	1,594	$	1,253	$	1,264	$	4,111
Reconciliation of net sales
Corporate and Other / Eliminations							(8)
Consolidated net sales							4,103

Less: (1)
Cost of goods sold	1,347		977		982		3,306
Compensation expense	71		77		60		208
Other segment items (2)	83		62		47		192
Segment operating profit	$	93	$	137	$	175	$	405

Reconciliation of operating profit
Corporate and Other / Eliminations							(67)
Consolidated operating profit							$	338


	Three Months Ended September 30, 2024
	Aerials		MP		ES		Total
Net sales	$	619	$	444	$	151	$	1,214
Reconciliation of net sales
Corporate and Other / Eliminations							(2)
Consolidated net sales							1,212

Less: (1)
Cost of goods sold	507		341		120		968
Compensation expense	22		26		6		54
Other segment items (2)	27		21		5		53
Segment operating profit	$	63	$	56	$	20	$	139

Reconciliation of operating profit
Corporate and Other / Eliminations							(17)
Consolidated operating profit							$	122


	Nine Months Ended September 30, 2024
	Aerials		MP		ES		Total
Net sales	$	1,974	$	1,463	$	454	$	3,891
Reconciliation of net sales
Corporate and Other / Eliminations							(5)
Consolidated net sales							3,886

Less: (1)
Cost of goods sold	1,549		1,111		364		3,024
Compensation expense	72		83		18		173
Other segment items (2)	83		64		18		165
Segment operating profit	$	270	$	205	$	54	$	529

Reconciliation of operating profit
Corporate and Other / Eliminations							(56)
Consolidated operating profit							$	473


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024




























Depreciation and amortization



Aerials	$	7	$	6	$	20	$	19
MP	5		5		14		14
ES	24		2		74		5
Corporate	4		2		11		7
Total	$	40	$	15	$	119	$	45
Capital expenditures



Aerials	$	6	$	14	$	36	$	44
MP	4		11		12		31
ES	9		—		23		2
Corporate	5		4		13		11
Total	$	24	$	29	$	84	$	88


	September 30, 2025		December 31, 2024
Identifiable assets


Aerials	$	1,850	$	1,660
MP	2,042		1,885
ES	2,850		2,806
Corporate and Other / Eliminations	(576)		(621)

Total	$	6,166	$	5,730

Sales between segments are generally priced to recover costs plus a reasonable markup for profit, which is eliminated in consolidation.

Geographic net sales information is presented below (in millions):


	Three Months Ended September 30, 2025
	Aerials		MP		ES		Corporate and Other / Eliminations		Total
Net sales by region
North America	$	387	$	179	$	430	$	—	$	996
Western Europe	92		105		—		—		197
Asia-Pacific	28		90		2		—		120
Rest of World (1)	30		43		3		(2)		74
Total (2)	$	537	$	417	$	435	$	(2)	$	1,387

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $929 million for the three months ended September 30, 2025 attributable to the U.S., the Company’s country of domicile.


	Nine Months Ended September 30, 2025
	Aerials		MP		ES		Corporate and Other / Eliminations		Total
Net sales by region
North America	$	1,176	$	551	$	1,252	$	2	$	2,981
Western Europe	246		328		—		—		574
Asia-Pacific	82		246		4		—		332
Rest of World (1)	90		128		8		(10)		216
Total (2)	$	1,594	$	1,253	$	1,264	$	(8)	$	4,103

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $2,737 million for the nine months ended September 30, 2025 attributable to the U.S., the Company’s country of domicile.


	Three Months Ended September 30, 2024
	Aerials		MP		ES		Corporate and Other / Eliminations		Total
Net sales by region
North America	$	454	$	204	$	148	$	3	$	809
Western Europe	83		108		—		—		191
Asia-Pacific	42		87		1		—		130
Rest of World (1)	40		45		2		(5)		82
Total (2)	$	619	$	444	$	151	$	(2)	$	1,212

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $748 million for the three months ended September 30, 2024 attributable to the U.S., the Company’s country of domicile.


	Nine Months Ended September 30, 2024
	Aerials		MP		ES		Corporate and Other / Eliminations		Total
Net sales by region
North America	$	1,364	$	682	$	445	$	6	$	2,497
Western Europe	340		360		—		—		700
Asia-Pacific	134		278		5		1		418
Rest of World (1)	136		143		4		(12)		271
Total (2)	$	1,974	$	1,463	$	454	$	(5)	$	3,886

(1) Includes intercompany sales and eliminations.

(2) Total sales for all segments in the aggregate include $2,291 million for the nine months ended September 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.

Product type net sales information is presented below (in millions):


	Three Months Ended September 30, 2025
	Aerials		MP		ES		Corporate and Other / Eliminations		Total
Net sales by product type
Aerial Work Platforms	$	441	$	—	$	—	$	1	$	442
Materials Processing Equipment	—		278		—		—		278
Specialty Equipment	—		139		—		—		139
Utility Equipment	—		—		159		—		159
ESG Equipment	—		—		250		—		250
Other (1)	96		—		26		(3)		119


Total	$	537	$	417	$	435	$	(2)	$	1,387

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


	Nine Months Ended September 30, 2025
	Aerials		MP		ES		Corporate and Other / Eliminations		Total
Net sales by product type
Aerial Work Platforms	$	1,327	$	—	$	—	$	1	$	1,328
Materials Processing Equipment	—		796		—		—		796
Specialty Equipment	—		456		—		—		456
Utility Equipment	—		—		448		—		448
ESG Equipment	—		—		740		—		740
Other (1)	267		1		76		(9)		335


Total	$	1,594	$	1,253	$	1,264	$	(8)	$	4,103

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


	Three Months Ended September 30, 2024
	Aerials		MP		ES		Corporate and Other / Eliminations		Total
Net sales by product type
Aerial Work Platforms	$	506	$	—	$	—	$	—	$	506

Materials Processing Equipment	—		273		—		—		273
Specialty Equipment	—		171		—		—		171
Utility Equipment	—		—		149		—		149

Other (1)	113		—		2		(2)		113


Total	$	619	$	444	$	151	$	(2)	$	1,212

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


	Nine Months Ended September 30, 2024
	Aerials		MP		ES		Corporate and Other / Eliminations		Total
Net sales by product type
Aerial Work Platforms	$	1,673	$	—	$	—	$	1	1,674
Materials Processing Equipment	—		961		—		—		961
Specialty Equipment	—		502		—		—		502
Utility Equipment	—		—		451		—		451

Other (1)	301		—		3		(6)		298


Total	$	1,974	$	1,463	$	454	$	(5)	$	3,886

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

NOTE C – INCOME TAXES

During the three months ended September 30, 2025, the Company recognized income tax expense of $29 million on income of $94 million, an effective tax rate of 31.4%, as compared to income tax expense of $11 million on income of $99 million, an effective tax rate of 11.1%, for the three months ended September 30, 2024. The higher effective tax rate for the three months ended September 30, 2025 when compared with the three months ended September 30, 2024 is primarily due to an increase in unfavorable discrete items of which the most significant relates to change in German tax legislation.

During the nine months ended September 30, 2025, the Company recognized income tax expense of $51 million on income of $209 million, an effective tax rate of 24.5%, as compared to income tax expense of $73 million on income of $410 million, an effective tax rate of 17.8%, for the nine months ended September 30, 2024. The higher effective tax rate for the nine months ended September 30, 2025 when compared with the nine months ended September 30, 2024 is primarily due to an increase in unfavorable discrete items of which the most significant relates to change in German tax legislation.

NOTE D – ACQUISITIONS AND DIVESTITURES

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 J – “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 of scale. ESG also complements and strengthens Terex’s portfolio with synergies in the fast-growing waste and recycling end market.

Net Assets Acquired

The Company has applied purchase accounting to ESG and the results of the operations are included in the Company’s consolidated financial statements following the Closing Date. The application of purchase accounting under ASC 805 requires the recognition and measurement of the identifiable assets acquired and liabilities assumed at their fair values as of the acquisition date. The net assets and liabilities of ESG were recorded at their fair value using Level 3 inputs. In valuing acquired assets and liabilities, fair value estimates are based on, but are not limited to, future expected cash flows, market rate assumptions for contractual obligations, future revenue growth, profitability, appropriate discount rates, attrition rates, royalty rates, growth rates and economic lives. The Company believes that such information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. The Company finalized the purchase accounting as of September 30, 2025.

The transaction was recorded as a business combination using the acquisition method which requires measurement of identifiable assets acquired and liabilities assumed at their fair values as of the acquisition date. Goodwill was calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized. Accordingly, the aggregate value of the consideration paid by Terex to complete the Acquisition is allocated to the assets acquired and liabilities assumed in the Acquisition based upon their fair values as of the acquisition date.

The following table summarizes the fair values of the ESG assets acquired and liabilities assumed and related deferred income taxes as of the Closing Date (in millions).


	October 8, 2024
Cash acquired	$	11
Receivables, net	131
Inventory, net	106
Prepaid and other current assets	2
Property, plant & equipment	85
Goodwill	796
Identified intangibles subject to amortization	1,114
Other assets	7
Total assets acquired	$	2,252

Trade accounts payable	118
Other current liabilities	86
Other non-current liabilities	48
Total liabilities assumed	$	252
Net assets acquired	$	2,000

In the first three quarters 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. Any changes to the initial estimates of fair value of the assets and liabilities have been recorded as adjustments to those assets and liabilities and residual amounts have been 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 to both the purchase price and goodwill.

Goodwill of $796 million resulting from the acquisition was assigned to the ES segment. Goodwill consists of intangible assets that do not qualify for separate recognition which includes assembled workforce and expected synergies from the business combinations.

The following table summarizes the identifiable definite-lived intangible assets acquired (in millions):


	Weighted Average Life (in years)	Gross Carrying Amount
Definite-lived intangible assets:
Trade names	15	$	141
Customer relationships	14	824
Technology	12	149
Total definite-lived intangible assets		$	1,114

Unaudited Pro Forma Information

The following unaudited pro forma information has been presented as if the ESG Acquisition occurred on January 1, 2023. This information is based on historical results of operations, adjusted for acquisition accounting adjustments, and is not necessarily indicative of what the results would have been had the Company operated the business since January 1, 2023, nor does it intend to be a projection of future results.


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

	September 30, 2024		September 30, 2024
Net sales	$	1,444	$	4,557
Net income	85		319
Basic earnings per share net income	1.27		4.76

Diluted earnings per share net income	1.26		4.71

Divestitures

On August 6, 2025, the Company entered into a definitive agreement with Raimondi Cranes SpA, a global manufacturer of cranes based in Milan, Italy, to sell its tower and rough terrain cranes businesses within the MP segment for total consideration of $115 million, subject to customary closing adjustments to be finalized after the closing date. The transaction includes its tower cranes facility in Fontanafredda, Italy, rough terrain cranes facility in Crespellano, Italy, and the North America cranes service and support operation in Wilmington, North Carolina. This transaction will enable the Company to strengthen its capital structure and focus on its core operations. The Company expects the transaction to close in the fourth quarter of 2025 and result in a gain at closing.

As of September 30, 2025, the assets and liabilities associated with these businesses met the criteria for classification as held-for-sale. The held-for-sale assets and liabilities information is presented below (in millions):


	September 30, 2025
Assets
Receivables, net	$	9
Inventories	55
Prepaid and other current assets	1
Current assets held for sale	$	65

Property, plant and equipment – net	$	8
Goodwill	8
VAT receivable	8
Other assets	7
Non-current assets held for sale	$	31

Liabilities
Trade accounts payable	$	21
Accrued compensation and benefits	4
Other current liabilities	5
Current liabilities held for sale	$	30

Non-current liabilities held for sale	$	4

The amounts for current assets held for sale, non-current assets held for sale, current liabilities held for sale, and non-current liabilities held for sale were included within Prepaid and other current assets, Other assets, Other current liabilities, and Other non-current liabilities, respectively, in the Company’s Condensed Consolidated Balance Sheet as of September 30, 2025.

NOTE E – EARNINGS PER SHARE


(in millions, except per share data)	Three Months Ended September 30,				Nine Months Ended September 30,

	2025		2024		2025		2024



Net income (loss)	$	65	$	88	$	158	$	337
Basic:
Weighted average shares outstanding	65.6		66.9		65.9		67.0




Earnings (loss) per share	$	0.99	$	1.32	$	2.40	$	5.03
Diluted:
Basic weighted average shares outstanding	65.6		66.9		65.9		67.0

Effect of dilutive restricted stock	0.6		0.5		0.5		0.7
Diluted weighted average shares outstanding	66.2		67.4		66.4		67.7




Earnings (loss) per share	$	0.98	$	1.31	$	2.38	$	4.98

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 0.1 million and 0.1 million were outstanding during the three months ended September 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 0.3 million and 0.1 million were outstanding during the nine months ended September 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

Inventories consist of the following (in millions):


	September 30, 2025		December 31, 2024
Finished equipment	$	461	$	406
Replacement parts	190		168
Work-in-process	117		121
Raw materials and supplies	439		452
Inventories	$	1,207	$	1,147

Inventory reserves were $77 million and $79 million at September 30, 2025 and December 31, 2024, respectively.

NOTE G – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment – net consist of the following (in millions):


	September 30, 2025		December 31, 2024
Property	$	91	$	76
Plant	373		348
Equipment	629		587
Leasehold improvements	63		60
Construction in progress	84		111
Property, plant and equipment – gross	1,240		1,182
Less: Accumulated depreciation	(502)		(468)
Property, plant and equipment – net	$	738	$	714

NOTE H – GOODWILL AND INTANGIBLE ASSETS

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


	Aerials		MP		ES		Total
Balance at December 31, 2024, gross	$	138	$	214	$	803	$	1,155
Accumulated impairment	(39)		(23)		—		(62)
Balance at December 31, 2024, net	99		191		803		1,093

Reclass to held-for-sale	—		(8)		—		(8)
Foreign exchange effect and other	2		9		(7)		4
Balance at September 30, 2025, gross	140		215		796		1,151
Accumulated impairment	(39)		(23)		—		(62)
Balance at September 30, 2025, net	$	101	$	192	$	796	$	1,089

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


		September 30, 2025						December 31, 2024
	Weighted Average Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-lived intangible assets:
Technology	12	$	153	$	(16)	$	137	$	159	$	(12)	$	147
Customer relationships	15	860		(88)		772		858		(44)		814
Trade names	14	153		(18)		135		152		(10)		142
Land use rights	79	4		(1)		3		4		(1)		3
Other	9	17		(16)		1		18		(17)		1
Total definite-lived intangible assets		$	1,187	$	(139)	$	1,048	$	1,191	$	(84)	$	1,107


	Three Months Ended September 30,				Nine Months Ended September 30,
(in millions)	2025		2024		2025		2024
Aggregate Amortization Expense	$	20	$	1	$	61	$	2

Estimated aggregate intangible asset amortization expense for each of the next five years is as follows (in millions):



2025	$	82
2026	81
2027	81
2028	81
2029	80

NOTE I – DERIVATIVE FINANCIAL INSTRUMENTS

The Company operates internationally, with manufacturing and sales facilities in various locations around the world. In the normal course of business, the Company uses derivatives to manage commodity, currency and interest rate exposures. For a derivative to qualify for hedge accounting treatment at inception and throughout the hedge period, the Company formally documents the nature and relationships between hedging instruments and hedged items, as well as its risk-management objectives and strategies for undertaking various hedge transactions, and methods of assessing hedge effectiveness. Additionally, for hedges of forecasted transactions, significant characteristics and expected terms of a forecasted transaction must be specifically identified and it must be probable that each forecasted transaction will occur. If it is deemed probable the forecasted transaction will not occur, then the gain or loss would be recognized in current earnings. Financial instruments qualifying for hedge accounting must maintain a specified level of effectiveness between the hedging instrument and the item being hedged. The Company does not engage in trading or other speculative use of financial instruments. The Company records all derivative contracts at fair value on a recurring basis.

Commodity Swaps

Derivatives designated as cash flow hedging instruments include commodity swaps with outstanding notional value of $1 million and $9 million at September 30, 2025 and December 31, 2024, respectively. Commodity swaps outstanding at September 30, 2025 mature on or before November 30, 2025. The Company uses commodity swaps to mitigate price risk for hot rolled coil steel. Fair value of commodity swaps are based on observable market data for similar assets and liabilities. Changes in the fair value of commodity swaps are deferred in Accumulated other comprehensive income (loss) (“AOCI”). Gains or losses on commodity swaps are reclassified to Cost of goods sold (“COGS”) in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the hedged transaction affects earnings.

Cross Currency Swaps

Derivatives designated as net investment hedging instruments include cross currency swaps with outstanding notional value of $490 million and $466 million at September 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. Fair values of cross currency swaps are based on the present value of future cash payments and receipts. Changes in the fair value of cross currency swaps are deferred in AOCI. Gains or losses on cross currency swaps are reclassified to Selling, general and administrative expenses in the Condensed Consolidated Statement of Comprehensive Income (Loss) when the net investment is liquidated.

Foreign Exchange Contracts

The Company enters into foreign exchange contracts to manage variability of future cash flows associated with changing currency exchange rates. Foreign currency exchange contracts, whether designated or not designated as cash flow hedges, are used to mitigate exposure to changes in foreign currency exchange rates on recognized assets and liabilities or forecasted transactions. 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 September 30, 2025 mature on or before December 31, 2025.

The Company had $149 million and $314 million notional value of foreign exchange contracts outstanding that were not designated as cash flow hedging instruments at September 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 September 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):


		September 30, 2025				December 31, 2024
Instrument (1)	Balance Sheet Account	Derivatives designated as hedges		Derivatives not designated as hedges		Derivatives designated as hedges		Derivatives not designated as hedges

Cross currency swaps - net investment hedge	Other current assets	$	3	$	—	$	7	$	—



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


Foreign exchange contracts	Other current liabilities	—		(1)		—		—
Cross currency swaps - net investment hedge	Other current liabilities	(3)		—		—		—

Commodity swaps	Other current liabilities	—		—		(1)		—
Cross currency swaps - net investment hedge	Other non-current liabilities	(62)		—		—		—


Net derivative asset (liability)		$	(58)	$	(1)	$	13	$	—

(1) Categorized as Level 2 under the ASC 820 Fair Value Hierarchy.

The following tables provide the effect of derivative instruments that are designated as hedges in AOCI (in millions):


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

Instrument	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025		Income Statement Account	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025

Commodity swaps	$	—	$	3	Cost of goods sold	$	—	$	(2)
Cross currency swaps - net investment hedge	3		(48)		Selling, general and administrative expenses	—		—

Total	$	3	$	(45)	Total	$	—	$	(2)


	Gain (Loss) Recognized on Derivatives in OCI, net of tax					Gain (Loss) Reclassified from AOCI into Income (Loss)
Instrument	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024		Income Statement Account	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024

Commodity swaps	$	(1)	$	(4)	Cost of goods sold	$	—	$	1
Cross currency swaps - net investment hedge	(8)		(1)		Selling, general and administrative expenses	—		—

Total	$	(9)	$	(5)	Total	$	—	$	1

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


	Classification and amount of Gain (Loss) Recognized in Income (Loss)
	Cost of goods sold				Interest expense
	Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025		Three Months Ended September 30, 2025		Nine Months Ended September 30, 2025
Income Statement Accounts in which effects of cash flow hedges are recorded	$	(1,105)	$	(3,300)	$	(45)	$	(132)
Gain (loss) reclassified from AOCI into Income (loss):

Commodity swaps	—		(2)		—		—

Amount excluded from effectiveness testing recognized in Income (loss) based on amortization approach:
Cross currency swaps - net investment hedge	—		—		2		5
Total	$	—	$	(2)	$	2	$	5


	Classification and amount of Gain (Loss) Recognized in Income (Loss)
	Cost of goods sold				Interest expense
	Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024		Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
Income Statement Accounts in which effects of cash flow hedges are recorded	$	(967)	$	(3,015)	$	(13)	$	(44)
Gain (loss) reclassified from AOCI into Income (loss):

Commodity swaps	—		1		—		—

Amount excluded from effectiveness testing recognized in Income (loss) based on amortization approach:
Cross currency swaps - net investment hedge	—		—		1		3
Total	$	—	$	1	$	1	$	3

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. The following table provides the effect of non-designated derivatives in the Condensed Consolidated Statement of Comprehensive Income (Loss) (in millions):


		Gain (Loss) Recognized in Income (Loss)
		Three Months Ended September 30,				Nine Months Ended September 30,
Instrument	Income Statement Account	2025		2024		2025		2024
Foreign exchange contracts	Cost of goods sold	$	—	$	2	$	1	$	—
Foreign exchange contracts	Other income (expense) – net	—		—		1		(1)

	Total	$	—	$	2	$	2	$	(1)

In the Condensed Consolidated Statement of Comprehensive Income (Loss), the Company records hedging activity related to commodity swaps, cross currency swaps and foreign exchange contracts in the accounts for which the hedged items are recorded. On the Condensed Consolidated Statement of Cash Flows, the Company presents cash flows from hedging activities in the same manner as it records the underlying item being hedged.

Counterparties to the Company’s derivative financial instruments are major financial institutions and commodity trading companies with credit ratings of investment grade or better and no collateral is required. There are no significant risk concentrations. Management continues to monitor counterparty risk and believes the risk of incurring losses on derivative contracts related to credit risk is unlikely and any losses would be immaterial.

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 September 30, 2025, the Company expects an immaterial amount of losses to be reclassified into earnings in the next twelve months.

NOTE J – LONG-TERM OBLIGATIONS

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. This was subsequently amended to include (i) a $600 million revolving line of credit (the “Revolver”) and (ii) senior secured term loans totaling $600 million with a maturity date of January 31, 2024. On April 1, 2021, the Company entered into an amendment and restatement of the credit agreement (as amended and restated, the “Credit Agreement”) which included the following principal changes to the original credit agreement: (i) extension of the term of the Revolver to expire on April 1, 2026, (ii) reinstatement of financial covenants that were waived in 2020, (iii) decrease in the interest rate on the drawn Revolver by 25 basis points and (iv) certain other technical changes, including additional language regarding the potential cessation of LIBOR as a benchmark rate. In 2022, the Company completed the prepayment in full of the senior secured term loans.

On January 31, 2017, the Company entered into a Guarantee and Collateral Agreement with CSAG, as collateral agent for the lenders, granting security and guarantees to the lenders for amounts borrowed under the Credit Agreement. Pursuant to the Guarantee and Collateral Agreement, Terex is required to (a) pledge as collateral the capital stock of the Company’s material domestic subsidiaries and 65% of the capital stock of certain of the Company’s material foreign subsidiaries and (b) provide a first priority security interest in substantially all of the Company’s domestic assets. On December 29, 2022, the Company entered into an amendment to the Guarantee and Collateral Agreement which included the following principal changes to the original agreement: (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 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 Amendment No. 1 relate to the replacement of the adjusted LIBOR with term Secured Overnight Financing Rate (“SOFR”). The Credit Agreement contemplated uncommitted incremental amounts in excess of $300 million that may be extended by the lenders, at their option, as long as the Company satisfies the maximum permitted level of senior secured leverage as defined in the Credit Agreement.

On October 8, 2024, the Company entered into an Incremental Assumption Agreement, Borrowing Subsidiary Agreement and Amendment No. 2 (the “Amendment No. 2”) to the Credit Agreement dated as of April 1, 2021 (the “Amended Credit Agreement No. 2”), with certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG as successor administrative agent and successor collateral agent.

The Amendment No. 2 (i) increased the size of the Company’s existing revolving credit facilities to $800 million and extended the maturity of the Company’s existing revolving credit facilities to expire on October 8, 2029 (the “New Revolving Credit Facilities”) and (ii) provided for a new seven-year term loan facility in an aggregate principal amount of $1,250 million with a maturity date of October 8, 2031 (the “New Term Facility”, together with the New Revolving Credit Facilities, the “New Credit Facilities”). In addition, the Amended Credit Agreement No. 2 increased the size of the letter of credit facility. The Amended Credit Agreement No. 2 provides for the issuance of letters of credit (the “L/C Facility”) of up to $500 million (the utilization of which would decrease availability under the New Revolving Credit Facilities) and permits the Company to have additional secured facilities for the issuance of letters of credit outside of the Amended Credit Agreement No. 2 (the “Additional L/C Facility”) of up to $400 million (the utilization of which would not decrease availability under the New Revolving Credit Facilities). The aggregate amount of letters of credit which the Company may issue under the L/C Facility and the Additional L/C Facility may not at any time exceed $500 million, of which up to $400 million may be issued under the Additional L/C Facility. Borrowings under the New Term Facility initially bear interest at a per annum rate equal to Term SOFR, plus 2.00% subject to a stepdown of 0.25% based on achieving and maintaining a first lien net leverage ratio equal to or less than 0.50x.

On August 12, 2025, the Company and certain of its subsidiaries entered into a Refinancing Facility Agreement and Amendment No. 3 (the “Amendment No. 3”) to the Credit Agreement dated as of April 1, 2021 (the “Amended Credit Agreement”), with certain of its subsidiaries, the lenders and issuing banks party thereto and UBS AG, Stamford Branch, as administrative agent and collateral agent. The principal changes contained in the Amendment No. 3 are (i) the Company’s U.S. Dollar denominated term loans will now bear interest at a rate of SOFR plus 1.75%. Previously, the U.S. Dollar denominated term loans outstanding were priced at SOFR plus 2.00%, (ii) the spread on the revolving credit facilities was reduced by 12.5 to 25 basis points and (iii) Terex International Financial Services Company Unlimited Company was removed as a borrower.

The Amended Credit Agreement contains customary representations and warranties, negative and affirmative covenants and default provisions. The covenants limit, in certain circumstances, the Company’s ability to take a variety of actions, including, but not limited to: incurring or guaranteeing additional indebtedness or issuing preferred equity; creating or maintaining liens; making investments; paying dividends or making other restricted payments; consolidating or merging or transferring all or substantially all of the Company’s assets and the assets of the Company’s subsidiaries; transferring or selling assets, including stock of the Company’s subsidiaries; and redeeming debt. In particular, the New Revolving Credit Facilities require the Company to maintain a first lien net leverage ratio of not more than 3.00x, which will be tested only if more than 30% of the total revolving credit commitments extended under the New Revolving Credit Facilities are utilized as of the last day of any fiscal quarter, subject to certain exclusions. The New Term Facility does not have the benefit of, or have any rights with respect to, the financial maintenance covenant. 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 September 30, 2025.

The Company had no Revolver amounts outstanding at September 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. Letters of credit can be issued under two facilities provided in the Amended Credit Agreement and via bilateral arrangements outside the Amended Credit Agreement.

The Company also has bilateral arrangements to issue letters of credit with various other financial institutions (the “Bilateral Arrangements”). The Bilateral Arrangements are not secured under the Amended Credit Agreement and do not decrease availability under the Revolver.

Letters of credit outstanding (in millions):


	September 30, 2025		December 31, 2024

$500 Million Facility	$	—	$	—
$400 Million Facility	45		47
Bilateral Arrangements	36		48
Total	$	81	$	95

5% Senior Notes

In April 2021, the Company sold and issued $600 million aggregate principal amount of Senior Notes Due 2029 (“5% Notes”) at par in a private offering. The proceeds from the 5% Notes, together with cash on hand, was used: (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 September 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.

6.25% Senior Notes

On October 8, 2024, the Company sold and issued $750 million aggregate principal amount of Senior Notes Due 2032 (“6.25% Notes”) at par in a private offering. The proceeds from the 6.25% Notes, together with new term loan borrowings under the New Term Facility and cash on hand, were used to consummate the Company’s acquisition of ESG, and to pay the related fees, costs, and expenses. 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 September 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”). Prior to October 15, 2027, the Company may redeem the 6.25% Notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus a “make-whole” premium set forth in the Indenture. In addition, prior to October 15, 2027, the Company may redeem up to 40% of the 6.25% Notes with an amount equal to the proceeds of certain equity offerings.

Secured Borrowings

In October 2023, the Company entered into a Framework Agreement to transfer value added tax (“VAT”) receivables to a financial institution in exchange for cash in advance. 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 $20 million and $18 million are presented in long term debt in the Condensed Consolidated Balance Sheet as of September 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 September 30, 2025, as follows (in millions, except for quotes):


	Book Value		Quote	Fair Value

5% Notes	$	600	0.98250	$	590
6.25% Notes	750		1.01625	762
New Term Facility (net of discount)	1,238		1.00125	1,240

The fair value of debt reported in the table above is based on adjusted price quotations on the debt instruments in an inactive market. The Company believes that the carrying value of its other borrowings, including amounts outstanding, if any, for the revolving credit line under the Credit Agreement, approximate fair market value based on maturities for debt of similar terms. Fair values of debt reported in the table above are categorized under Level 2 of the ASC 820 hierarchy. See Note A – “Basis of Presentation” for an explanation of ASC 820 hierarchy.

NOTE K – LITIGATION AND CONTINGENCIES

General

The Company is involved in various legal proceedings, including product liability, general liability, workers’ compensation liability, employment, commercial, 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, employer’s 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 management’s estimate of the Company’s 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.

Other

The Company is involved in various other legal proceedings which have arisen in the normal course of its operations. The Company has recorded provisions for estimated losses in circumstances where a loss is probable and the amount or range of possible amounts of the loss is estimable.

Credit Guarantees

The Company may assist customers in their rental, leasing and acquisition of its products by facilitating financing transactions directly between (i) end-user customers, distributors and rental companies and (ii) third-party financial institutions, providing recourse in certain circumstances. The current amount of the maximum liability is generally limited to our customer’s remaining payments due to the third-party financial institutions at the time of default; 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 September 30, 2025 and December 31, 2024, the maximum exposure determined was $61 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 $8 million and $7 million at September 30, 2025 and December 31, 2024, respectively.

There can be no assurance that historical experience in used equipment markets will be indicative of future results. The Company’s ability to recover losses experienced from its guarantees may be affected by economic conditions in used equipment markets at the time of loss.

NOTE L – STOCKHOLDERS’ EQUITY

Changes in Accumulated Other Comprehensive Income (Loss)

The table below presents changes in AOCI by component for the three and nine months ended September 30, 2025 and 2024. All amounts are net of tax (in millions).


	Three Months Ended September 30, 2025										Three Months Ended September 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.		Total
Beginning balance	$	(180)	$	(41)	$	(2)	$	(53)	$	(276)	$	(290)	$	(1)	$	(3)	$	(49)	$	(343)
Other comprehensive income (loss) before reclassifications	(13)		3		—		1		(9)		75		(9)		1		(4)		63
Amounts reclassified from AOCI	—		—		—		1		1		—		—		—		1		1
Net other comprehensive income (loss)	(13)		3		—		2		(8)		75		(9)		1		(3)		64
Ending balance	$	(193)	$	(38)	$	(2)	$	(51)	$	(284)	$	(215)	$	(10)	$	(2)	$	(52)	$	(279)


	Nine Months Ended September 30, 2025										Nine Months Ended September 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.		Total
Beginning balance	$	(338)	$	7	$	(3)	$	(48)	$	(382)	$	(228)	$	(5)	$	(3)	$	(51)	$	(287)
Other comprehensive income (loss) before reclassifications	145		(47)		1		(5)		94		13		(4)		1		(3)		7
Amounts reclassified from AOCI	—		2		—		2		4		—		(1)		—		2		1
Net other comprehensive income (loss)	145		(45)		1		(3)		98		13		(5)		1		(1)		8
Ending balance	$	(193)	$	(38)	$	(2)	$	(51)	$	(284)	$	(215)	$	(10)	$	(2)	$	(52)	$	(279)

Stock-Based Compensation

During the nine months ended September 30, 2025, the Company awarded 1 million shares of Restricted Stock to its employees with a weighted average fair value of $41.31 per share. Approximately 64% of these awards are time-based and vest ratably on each of the first three anniversary dates of the grants. Approximately 25% 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 11% cliff vest and are based on performance targets containing a market condition determined over a three-year period.

Fair value of time-based awards is based on the market price of our common stock at the date of grant approval. The fair value of performance-based awards, except for awards based on a market condition, is based on the market price of our common stock at the date of grant approval, except fair values are multiplied by the probability of achievement as of the period-end date. For awards based on a market condition, fair value is based on the Monte Carlo method at grant date. The Monte Carlo method is a statistical simulation technique used to provide the grant date fair value of an award. The Company used the Monte Carlo method to determine grant date fair value of $42.06 per share for awards with a market condition granted on March 15, 2025.

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


	Grant date
	March 15, 2025
Dividend yields	1.69	%
Expected volatility	41.56	%
Risk free interest rate	3.96	%
Expected life (in years)	3

Share Repurchases

In July 2018, Terex’s Board of Directors (“Board”) authorized the repurchase of up to $300 million of the Company’s outstanding shares of common stock. In December 2022, Terex’s Board authorized the additional repurchase of up to $150 million of the Company’s outstanding shares of common stock. In July 2025, the Board authorized a further repurchase of up to $150 million of the Company’s outstanding shares of common stock. The table below presents shares repurchased, inclusive of transactions executed but not settled, by the Company under these programs.


Nine Months Ended September 30	Total Number of Shares Repurchased	Amount of Shares Repurchased (in millions)
2025	1,360,706	$53
2024	567,108	$32

Dividends

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


Year	First Quarter		Second Quarter		Third Quarter
2025	$	0.17	$	0.17	$	0.17
2024	$	0.17	$	0.17	$	0.17

In October 2025, the Board declared a dividend of $0.17 per share, which will be paid on December 19, 2025 to the Company’s stockholders of record as of November 10, 2025.

NOTE M – SUBSEQUENT EVENT

On October 30, 2025, the Company entered into a definitive merger agreement with REV Group (“REV Group”), a publicly traded manufacturer of specialty vehicles and related aftermarket parts and services, in a stock-and-cash transaction (the “Merger”). Under the terms of the agreement, REV Group shareholders will receive, for each REV Group share, 0.9809 of a share of the combined company and $8.71 in cash ($425 million in total). The Merger will create a diversified specialty equipment manufacturer of emergency, waste, utilities, environmental and material processing equipment with attractive end markets characterized by low cyclicality and long-term growth profiles. The Merger is expected to close in the first half of 2026, subject to approval by both companies’ shareholders, required regulatory clearance, and satisfaction of other customary closing conditions.


ITEM 2.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BUSINESS DESCRIPTION

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. We design, build, and support products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, and the entertainment industry. We provide lifecycle support to our customers through our global parts and services organization, and offer complementary digital solutions, designed to help our 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. Our products are manufactured in North America, Europe, and Asia Pacific and sold worldwide. We engage with customers through all stages of the product life cycle, from initial specification to parts and service support. We report our business in the following segments: (i) Aerials, (ii) Materials Processing (“MP”) and (iii) Environmental Solutions (“ES”).

Further information about our reportable segments appears below and in Note B – “Business Segment Information” in the Notes to Condensed Consolidated Financial Statements.

Non-GAAP Measures

In this document, we refer to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial measures. These non-GAAP measures may not be comparable to similarly titled measures being disclosed by other companies. Management believes that presenting these non-GAAP financial measures provide investors with additional analytical tools which are useful in evaluating our operating results and the ongoing performance of our underlying businesses because they (i) provide meaningful supplemental information regarding financial performance by excluding impact of one-time items and other items affecting comparability between periods, (ii) permit investors to view performance using the same tools that management uses to budget, make operating and strategic decisions, and evaluate our core operating performance across periods, and (iii) otherwise provide supplemental information that may be useful to investors in evaluating our financial results. We do not, nor do we suggest that investors consider, such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP.

Non-GAAP measures also include translation effect of foreign currency exchange rate changes on net sales, gross profit, selling, general & administrative (“SG&A”) expenses and operating profit.

As changes in foreign currency exchange rates have a non-operating impact on our financial results, we believe excluding effects of these changes assists in assessment of our business results between periods. We calculate the translation effect of foreign currency exchange rate changes by translating current period results using rates that the comparable prior periods were translated at to isolate the foreign exchange component of fluctuation from the operational component.

We calculate a non-GAAP measure of free cash flow. We define free cash flow as Net cash provided by (used in) operating activities less Capital expenditures, net of proceeds from sale of capital assets. We believe this measure of free cash flow provides management and investors further useful information on cash generation or use in our primary operations.

We discuss forward-looking information related to expected earnings per share (“EPS”) excluding the impact of potential future acquisitions, divestitures, restructuring, tariffs, trade policies and other unusual items. Our 2025 outlook for EPS is a non-GAAP financial measure because it excludes unusual items. We are not able to reconcile these forward-looking non-GAAP financial measures to our most directly comparable forward-looking GAAP financial measures without unreasonable efforts because we are unable to predict with a reasonable degree of certainty the exact timing and impact of such items. The unavailable information could have a significant impact on our full-year 2025 GAAP financial results. This forward-looking information provides guidance to investors about our EPS expectations excluding these unusual items that we do not believe are reflective of our ongoing operations.

Working capital is calculated using the Condensed Consolidated Balance Sheet amounts for Receivables (net of allowance) plus Inventories, less Trade accounts payable, Customer advances and Short-term unearned revenue. We view excessive working capital as an inefficient use of resources, and seek to minimize the level of investment without adversely impacting ongoing operations of the business. Trailing three months annualized net sales is calculated using net sales for the most recent quarter

end multiplied by four. The ratio calculated by dividing working capital by trailing three months annualized net sales is a non-GAAP measure we believe measures our resource use efficiency.

Non-GAAP measures also include Net Operating Profit After Tax (“NOPAT”) as adjusted, operating profit as adjusted, annualized effective tax rate as adjusted and stockholders’ equity as adjusted, which are used in the calculation of our after tax return on invested capital (“ROIC”) (collectively the “Non-GAAP Measures”), which are discussed in detail below.

Overview

Safety remains a top priority for Terex, both for our team members and our customers. Our global team continues to execute well in a dynamic environment, delivering products and services while maintaining a safe and efficient workplace.

Terex is well positioned from a manufacturing footprint standpoint as about 75% of our 2025 US machine sales are expected to be generated by products that we produce in at least one of our 11 US manufacturing facilities. That said, higher tariff rates continue to have a transitory impact on our 2025 financial performance. The most notable tariff-related change during the quarter occurred in mid-August when the U.S. Bureau of Industry and Security added 407 HS codes to the scope of the Section 232 tariffs on steel and aluminum. Unlike other tariffs, the 50% rate under the Section 232 tariffs only applies to the value of the non-US steel content in an imported item. On a macro level, we view the One Big Beautiful Bill Act and more accommodative monetary policy to be stimulative for our domestic end markets which may help mitigate headwinds from tariffs and other external challenges.

Our overall performance in the quarter continued to be solid despite on-going tariff challenges, headwinds in certain markets, and macro uncertainty. ES continued to grow and deliver strong margins. MP achieved over 12% operating margin at trough-level volumes, and Aerials delivered better than expected margins in the quarter. Net sales of $1.4 billion grew 14% year over year. Excluding ESG, our legacy sales declined by 8%. Operating margin improved sequentially to 10.1%, flat year over year. Our backlog remains healthy at $1.8 billion, providing visibility into the fourth quarter and supporting our full-year outlook.

Aerials third quarter 2025 sales of $537 million were consistent with our expectations. Aerials operating margin of 8.4% was up compared to Q2, but down 180 basis points year over year, due to lower volume and unfavorable customer mix, partially offset by a favorable discrete item of approximately $18 million and cost reductions. Tariff-related impacts, particularly from the expanded scope of Section 232 steel and aluminum tariffs, began to affect Aerials machines and components manufactured in Monterrey, Mexico. Despite this, Aerials maintains a strong competitive position as one of only two U.S.-based aerial manufacturers with significant domestic production. Approximately 70% of Aerials products sold in the U.S. are manufactured domestically, including nearly all booms and scissors. The Aerials team continues to execute cost reduction and supply chain action plans to mitigate tariff-related inflation.

MP third quarter 2025 sales of $417 million were 6% lower than last year, consistent with our expectations. Global Aggregates sales were modestly higher than last year, growing in all regions, while Concrete and Cranes sales declined. MP generated 12.5% operating margin in Q3, consistent with our expectations as cost control and pricing actions largely offset the tariff impact. We expect to see margin improvement in MP as we close out 2025.

Our ES segment had another excellent quarter, generating $435 million of sales with 14% year-over-year growth on a pro forma basis. The strong growth was driven by improved throughput and delivery of refuse collection vehicles and utilities trucks. ES delivered 13.3% operating margin, with continued sequential margin expansion at Utilities.

In the third quarter of 2025, our largest market remained North America, which represented approximately 72% of our global sales. As compared to the prior year, sales were up in North America, driven by the ESG acquisition, slightly up in Western Europe, and down in Asia Pacific and other regions. Adding ESG made Terex a more US-centric company, which we believe is advantageous in the current geopolitical environment. We are seeing more signs of stability in construction markets, with a more encouraging outlook for infrastructure and industrial related spending growth in the medium to longer-term. We are also encouraged by increasing adoption of our products in emerging markets such as India, Southeast Asia, the Middle East, and Latin America.

We continued to execute our capital allocation strategy as we made strategic investments in our businesses and we returned capital to shareholders. We continued to maintain ample liquidity and as of September 30, 2025, we had $1.3 billion in available liquidity, with no near-term debt maturities. See “Liquidity and Capital Resources” for a detailed description of liquidity and working capital levels, including the primary factors affecting such levels, as well as a reconciliation of net cash provided by (used in) operating activities to free cash flow.

We are closely following the administration’s approach to international trade policy and the responses from countries around the world. The majority of the products we sell in the United States, we make in the United States which largely limits our exposure. Moreover, we initiated mitigation actions in anticipation of additional tariffs, leveraging our global capabilities to manage the impact. Like other industrial companies, we have a global supply base and are exposed to tariffs on imported material. A key element of our tariff mitigation plan is working closely with our global suppliers to absorb the added cost and forward-place inventory in the United States to buffer the impact of the new tariffs. In addition, we are leveraging the global sourcing capabilities we developed during the first Trump administration and the post-Covid supply chain crisis to re-balance supply to more favorable sources, among other actions. As a global company with a significant footprint in the United States and around the world, we have optionality and are ready to take additional actions if needed. See Part II, Item 1A. – “Risk Factors” for a detailed description of the risks resulting from the imposition of new, postponed or increased international tariffs.

We continue to expect growth in 2025, anticipating net sales of $5.3 to $5.5 billion, as a result of the ESG acquisition more than offsetting year-over-year declines in legacy sales. We are maintaining our full-year earnings per share outlook of between $4.70 and $5.10 on lower legacy operating profit, partially offset by ESG accretion. We now expect the full year net unfavorable impact of tariffs on EPS to be approximately $0.70, assuming tariffs broadly remain at current rates. It is important to realize we are operating in a complex environment with many macroeconomic variables and geopolitical uncertainties, so results could change, negatively or positively.

ROIC

ROIC and other Non-GAAP Measures (as calculated below) assist in showing how effectively we utilize capital invested in our operations. ROIC is determined by dividing the sum of NOPAT for each of the previous four quarters by the average of Debt less Cash and cash equivalents plus Stockholders’ equity for the previous five quarters. NOPAT for each quarter is calculated by multiplying Operating profit by one minus the annualized effective tax rate, as adjusted. Debt is calculated using amounts for Current portion of long-term debt plus Long-term debt, less current portion. We calculate ROIC using the last four quarters’ NOPAT as this represents the most recent 12-month period at any given point of determination. In order for the denominator of the ROIC ratio to properly match the operational period reflected in the numerator, we include the average of five quarters’ ending balance sheet amounts so that the denominator includes the average of the opening through ending balances (on a quarterly basis) thereby providing, over the same time period as the numerator, four quarters of average invested capital.

In the calculation of ROIC, we adjust operating profit, annualized effective tax rate, and stockholders’ equity to remove the effects of the impact of certain transactions in order to create a measure that is more useful to understanding our operating results and the ongoing performance of our underlying business excluding the impact of unusual items as shown in the tables below. Our management and Board of Directors (“Board”) use ROIC as one measure to assess operational performance, which is also included in certain compensation programs. We use ROIC as a metric because we believe it measures how effectively we invest our capital and provides a better measure to compare ourselves to peer companies to assist in assessing how we drive operational improvement. We believe ROIC measures return on the amount of capital invested in our businesses and is an accurate and descriptive measure of our performance. We also believe adding Debt less Cash and cash equivalents to Stockholders’ equity provides a better comparison across similar businesses regarding total capitalization, and ROIC highlights the level of value creation as a percentage of capital invested. As the tables below show, our ROIC at September 30, 2025 was 11.9%.

Amounts described below are reported in millions of U.S. dollars, except for the annualized effective tax rate as adjusted. Amounts are as of and for the three months ended for the periods referenced in the tables below.


	Sep '25			Jun '25			Mar '25			Dec '24			Sep '24


Annualized effective tax rate as adjusted(1)	15.6		%	15.6		%	15.6		%	15.6		%
Operating profit as adjusted	$	168		$	164		$	111		$	97
Multiplied by: 1 minus annualized effective tax rate as adjusted	84.4		%	84.4		%	84.4		%	84.4		%
Net operating income (loss) after tax as adjusted	$	142		$	138		$	94		$	82
Debt	$	2,593		$	2,593		$	2,586		$	2,584		$	628
Less: Cash and cash equivalents	(509)			(374)			(298)			(388)			(352)
Debt less Cash and cash equivalents	2,084			2,219			2,288			2,196			276
Stockholders’ equity as adjusted	2,166			2,088			1,941			1,893			1,968
Debt less Cash and cash equivalents plus Stockholders’ equity as adjusted	$	4,250		$	4,307		$	4,229		$	4,089		$	2,244

(1) The annualized effective tax rate as adjusted for each 2024 period represents the adjusted full-year 2024 effective tax rate.


September 30, 2025 ROIC	11.9		%
NOPAT as adjusted (last 4 quarters)	$	456
Average Debt less Cash and cash equivalents plus Stockholders’ equity as adjusted (5 quarters)	$	3,824


	Three months ended 9/30/2025		Three months ended 6/30/2025		Three months ended 3/31/2025		Three months ended 12/31/2024












Reconciliation of operating profit:
Operating profit as reported	$	140	129		$	69	$	53
Adjustments:
Restructuring and other	5		12		6		4
Purchase price accounting	20		20		21		38
Deal related	3		3		5		2
Litigation related	—		—		10		—


Operating profit as adjusted	$	168	$	164	$	111	$	97

	As of 9/30/2025		As of 6/30/2025		As of 3/31/2025		As of 12/31/2024		As of 9/30/2024










Reconciliation of Stockholders’ equity:
Stockholders’ equity as reported	$	2,017	$	1,965	$	1,844	$	1,832	$	1,957

Effects of adjustments, net of tax:
Restructuring and other	27		23		13		8		4
Purchase price accounting	84		67		50		32		—
Deal related	26		22		19		14		—

Litigation related	8		8		8		—		—
Equity security related	4		3		7		7		7


Stockholders’ equity as adjusted	$	2,166	$	2,088	$	1,941	$	1,893	$	1,968



Nine Months Ended September 30, 2025	Income (loss) before income taxes		(Provision for) benefit from income taxes		Income tax rate
Reconciliation of annualized effective tax rate:
As reported	$	209	$	(51)	24.5	%
Effect of adjustments:


Restructuring and other	22		(5)
Purchase price accounting	62		(13)
Deal related	14		(4)
Equity security related	(3)		1
Litigation related	10		(2)

Tax related benefit(1)	—		13
Tax related to full-year effective tax rate expectation	—		6
Tax related to Swiss deferred tax asset	—		6

As adjusted	$	314	$	(49)	15.6	%

(1) The amount represents tax benefit arising from foreign tax legislative changes, in addition to tax planning associated with restructuring activity.

RESULTS OF OPERATIONS

Three Months Ended September 30, 2025 Compared with Three Months Ended September 30, 2024

Consolidated


	Three Months Ended September 30,
	2025				2024
			% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	1,387	—		$	1,212	—		14.4	%
Gross profit	282		20.3	%	245		20.2	%	15.1	%
SG&A expenses	142		10.2	%	123		10.1	%	15.4	%
Operating profit	140		10.1	%	122		10.1	%	14.8	%

Net sales for the three months ended September 30, 2025 increased $175 million when compared to the same period in 2024, primarily due to sales generated from the recently acquired ESG business, partially offset by lower end-market demand in North America across most product lines within Aerials as well as the concrete business within MP.

Gross profit for the three months ended September 30, 2025 increased $37 million when compared to the same period in 2024, primarily due to strong ESG performance and a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency in Aerials, partially offset by the impact of lower sales volume within Aerials and MP, as well as unfavorable mix and tariffs within Aerials.

SG&A expenses for the three months ended September 30, 2025 increased $19 million when compared to the same period in 2024, primarily due to additional compensation cost related to the recently acquired ESG business, as well as higher restructuring and integration costs, partially offset by cost reductions within Aerials and MP.

Operating profit for the three months ended September 30, 2025 increased $18 million when compared to the same period in 2024, primarily due to strong ESG performance, an Aerials discrete item and cost reductions within Aerials and MP, partially offset by the impact of lower legacy sales volume, as well as unfavorable mix and tariffs in Aerials.

Aerials


	Three Months Ended September 30,
	2025				2024
			% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	537	—		$	619	—		(13.2)	%


Operating profit	45		8.4	%	63		10.2	%	(28.6)	%

Net sales for the three months ended September 30, 2025 decreased $82 million when compared to the same period in 2024, primarily due to lower end-market demand in North America across most product lines as rental customers allocated less capital expenditures, focusing primarily on replacement requirements.

Operating profit for the three months ended September 30, 2025 decreased $18 million when compared to the same period in 2024, primarily due to lower sales volume, as well as unfavorable mix and tariffs, partially offset by a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency and cost reductions.

Materials Processing


	Three Months Ended September 30,
	2025				2024
			% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	417	—		$	444	—		(6.1)	%


Operating profit	52		12.5	%	56		12.6	%	(7.1)	%

Net sales for the three months ended September 30, 2025 decreased $27 million when compared to the same period in 2024, primarily due to lower end-market demand in our North America concrete business.

Operating profit for the three months ended September 30, 2025 decreased $4 million when compared to the same period in 2024, primarily due to lower sales volume, partially offset by cost reductions.

Environmental Solutions


	Three Months Ended September 30,
	2025				2024
			% of Sales				% of Sales		% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	435	—		$	151	—		188.1	%


Operating profit	58		13.3	%	20		13.2	%	190.0	%

Net sales for the three months ended September 30, 2025 increased $284 million when compared to the same period in 2024, primarily due to sales generated by the recently acquired ESG business and growth driven by strong throughput and delivery of refuse collection vehicles and utilities trucks. See Note D - “Acquisitions and Dispositions” in our Condensed Consolidated Financial Statements for additional information regarding the acquisition of ESG.

Operating profit for the three months ended September 30, 2025 increased $38 million when compared to the same period in 2024, primarily due to operating profit generated by the recently acquired ESG business. See Note D - “Acquisitions and Dispositions” in our Condensed Consolidated Financial Statements for additional information regarding the acquisition of ESG.

Corporate and Other / Eliminations


	Three Months Ended September 30,
	2025			2024
			% of Sales			% of Sales	% Change In Reported Amounts
	($ amounts in millions)
Net sales	$	(2)	—	$	(2)	—	—	%
Operating profit (loss)	(15)		*	(17)		*	11.8	%

* Not a meaningful percentage

Operating loss for the three months ended September 30, 2025 decreased $2 million when compared to the same period in 2024. The decrease in operating loss is primarily due to lower compensation costs, partially offset by intercompany eliminations.

Interest Expense, Net of Interest Income

Interest expense, net of interest income, for the three months ended September 30, 2025 and 2024 was $42 million and $10 million, respectively. The increase in expense is primarily due to the issuance of additional debt in the fourth quarter of 2024 to finance the ESG acquisition.

Other Income (Expense) – Net

Other income (expense) – net was an expense of $4 million and $13 million for the three months ended September 30, 2025 and 2024, respectively. The decrease in expense is primarily due to lower deal related costs and favorable impact of changes in foreign exchange rates.

Income Taxes

During the three months ended September 30, 2025, we recognized income tax expense of $29 million on income of $94 million, an effective tax rate of 31.4%, as compared to income tax expense of $11 million on income of $99 million, an effective tax rate of 11.1%, for the three months ended September 30, 2024. The higher effective tax rate for the three months ended September 30, 2025 when compared with the three months ended September 30, 2024 is primarily due to an increase in unfavorable discrete items of which the most significant relates to change in German

TEREX CORP 10-Q