TEREX CORP
For the period ended Mar 31, 2026. Filed May 1, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 1, 2026
TEX$54.96+0.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-31.
0000097216-25-000160
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-01.
0000097216-26-000080
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 117 previous paragraphs and 96 current paragraphs.
38 unchanged; 18 reworded; 40 added; 60 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 18 previous and 13 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (40)
Current report
On October 29, 2025, the Company entered into a definitive merger agreement with REV Group, Inc. (“REV”), a publicly traded manufacturer and distributor of specialty vehicles and related aftermarket parts and services, in a stock-and-cash transaction (the “REV Transaction”). On February 2, 2026 (the “Closing Date”), the Company completed the REV Transaction in accordance with the terms of the agreement. See Note D - “Acquisitions and Divestitures” in our Notes to Condensed Consolidated Financial Statements for additional information regarding the REV Transaction.
Current report
This transaction is a significant milestone in Terex’s ongoing transformation, reinforcing the Company’s position as a leading specialty equipment manufacturer with a complementary and diversified portfolio. It positions the Company in resilient, high-demand markets with strong long-term growth potential and is expected to result in lower capital intensity, an improved net leverage profile and strong free cash flow generation. We continue to deploy the Terex Operating System (“TOS”) to further enhance operational efficiency, reduce fixed costs, and drive sustained improvements in operational execution. Our overall financial results in the first quarter were largely in line with our expectations. Net sales for the three months ended March 31, 2026 of $1,734 million, which include $436 million of sales generated by the new SV segment, increased 41.1% compared to the same period in prior year. Excluding the impact of SV, and $28 million of sales in the prior year period from the Company’s tower and rough terrain cranes businesses that were sold on October 31, 2025, net sales increased 8.1% year over year driven by higher sales in all the Company’s other segments. Adjusted EBITDA for the three months ended March 31, 2026 of $173 million, which include $62 million of Adjusted EBITDA generated by SV, increased 35.2% compared to the same period in 2025. Excluding the impact of SV, Adjusted EBITDA decreased 13.3% primarily driven by a decrease in Adjusted EBITDA within the Aerials segment. Additional information regarding segment specific results is provided in the “Results of Operations” section below. The Company’s free cash outflow for the three months ended March 31, 2026, was $57 million, which includes significant merger related costs incurred in connection with the REV Transaction. Backlog as of March 31, 2026 increased sequentially to $7.1 billion, driven by backlog acquired in connection with the REV Transaction and strong bookings within the MP and Aerials segments.
Current report
In the first quarter of 2026, our largest market remained North America. Over the past 18 months, we deliberately shifted our end market exposure to more US-based, resilient and predictable sectors with attractive growth profiles. Our North American sales now represent approximately 80% of our global sales. As compared to the prior year, sales were up in North America, driven by the REV Transaction, and in all other major geographies.
Current report
Our key end markets remain resilient with reliable replacement and aftermarket demand, strengthened by the opportunity to differentiate through quality, technology and lifecycle support. In the waste & recycling market, we are expecting a modest reduction in CAPEX spending from certain customers in the first half of 2026 as they digest recently delivered vehicles. We anticipate Utilities market growth to be sustained by increasing demand for the U.S. electrical grid with majority of data center related growth still to come. Demand for Fire and Emergency vehicles is stable, tied to growing municipal budgets. In Construction, we continue to see robust Infrastructure activity supported by government funding. The pipeline of mega projects continues to expand, providing a tailwind through at least 2030. We are seeing modest improvement in Europe and Australia, however, the outlook in Europe is impacted by macro events. MP also continues to grow its aggregates and material handling businesses in India.
Current report
Net Sales
Current report
Net sales for the three months ended March 31, 2026 increased $505 million when compared to the same period in 2025, including sales generated from SV of $436 million. Excluding the impact of SV, and $28 million of sales in the prior year period from the Company’s tower and rough terrain cranes businesses which were sold on October 31, 2025, the increase in Net sales was primarily due to higher shipment volumes across most product lines and geographies in all other segments and positive effects of foreign exchange rate changes.
Current report
Gross Profit
Current report
Gross profit for the three months ended March 31, 2026 decreased $41 million when compared to the same period in 2025, primarily due to the inventory step-up and related amortization of $112 million recorded in connection with the REV Transaction, tariff cost within MP and Aerials, and unfavorable mix within ES and Aerials, partially offset by the gross profit contribution from SV and higher sales volumes within the MP and ES segments.
Current report
Selling, general, and administrative expense
Current report
Selling, general and administrative expenses for the three months ended March 31, 2026 increased $80 million when compared to the same period in 2025, primarily due to incremental intangibles amortization, transaction costs of $17 million and other costs related to the REV Transaction including acceleration of stock-based compensation expense and severance and retention costs, as well as negative effects of foreign exchange rate changes. These decreases were partially offset by cost reductions within Corporate, Aerials and MP.
Current report
Amortization of purchased intangibles
Current report
Amortization of purchased intangibles for the three months ended March 31, 2026 increased $30 million when compared to the same period in 2025, primarily due to the additional amortization expense from purchased intangibles resulting from the REV Transaction.
Current report
Operating (loss) profit
Current report
Interest expense, net of interest income, for the three months ended March 31, 2026 and 2025 was $43 million and $41 million, respectively. The increase in expense is primarily due to higher revolver borrowings and interest accrued on customer deposits, partially offset by lower term loan interest rates and higher interest income.
Current report
Benefit from (provision for) income taxes
Current report
Net (loss) income
Current report
Net loss for the three months ended March 31, 2026 was $89 million compared to Net income of $21 million in the same period in 2025. The decrease in Net income of $110 million was primarily due to the factors detailed above.
Current report
Adjusted operating profit
Current report
Adjusted operating profit for the three months ended March 31, 2026 increased $39 million when compared to the same period in 2025, primarily due to Adjusted operating profit generated by REV of $58 million, higher sales volumes in certain segments and cost reductions, partially offset by tariff cost and unfavorable mix within ES and Aerials.
Current report
Adjusted EBITDA
Current report
Adjusted EBITDA for the three months ended March 31, 2026 increased $45 million when compared to the same period in 2025, primarily due to Adjusted EBITDA generated by SV of $62 million, higher sales volumes in in MP and operational improvement initiatives, partially offset by tariff, which were not in effect in the prior year period, and unfavorable mix within Aerials, and product mix within ES.
Current report
Net sales for the three months ended March 31, 2026 increased $13 million when compared to the same period in 2025, primarily due to strong throughput and delivery of utilities products, partially offset by lower shipments ofrefuse collection vehicles.
Current report
Adjusted EBITDA for the three months ended March 31, 2026 decreased $7 million when compared to the same period in 2025, primarily due to unfavorable product mix, partially offset by higher sales volume and synergy realization.
Current report
Net sales for the three months ended March 31, 2026 increased $37 million when compared to the same period in 2025, primarily due to higher shipment volumes across most product lines and geographies as well as positive effects of foreign exchange rate changes. These increases were partially offset by the absence of sales from the Company’s tower and rough terrain crane businesses, which were sold on October 31, 2025 and are included in the prior‑year period.
Current report
Adjusted EBITDA for the three months ended March 31, 2026 increased $20 million when compared to the same period in 2025, primarily due to higher sales volume, price realization and efficiency improvement.
Current report
Specialty Vehicles
Current report
Net sales and Adjusted EBITDA represent the results of operations of REV from the REV Transaction since February 2, 2026. See Note D - “Acquisitions and Divestitures” in our Condensed Consolidated Financial Statements for additional information regarding the REV Transaction.
Current report
Net sales for the three months ended March 31, 2026 increased $19 million when compared to the same period in 2025, primarily due to positive effects of foreign exchange rate changes and higher shipment volumes in Western Europe across most product lines, partially offset by unfavorable mix.
Current report
Adjusted EBITDA for the three months ended March 31, 2026 decreased $20 million when compared to the same period in 2025, primarily due to tariffs incurred in the current year that were not present in the prior year period, as well as temporary unfavorable mix and timing of price realization.
Current report
Adjusted EBITDA for the three months ended March 31, 2026 decreased $10 million when compared to the same period in 2025. The decrease is primarily due to additional costs driven by the REV Transaction which includes higher compensation costs and technology expenses.
Current report
We discuss Adjusted operating profit, which is defined as Operating profit or loss as adjusted for acquisition or divestiture related items, restructuring, purchase price accounting, and other items that we believe are not indicative of our ongoing operating performance.
Current report
We also discuss Adjusted EBITDA. To determine Adjusted EBITDA, we adjust net income or net loss for the following items: non-cash depreciation and amortization, interest expense, income taxes, acquisition or divestiture related items, restructuring, purchase price accounting, and other items that we believe are not indicative of our ongoing operating performance.
Current report
The following table reconciles Net (loss) income to Adjusted operating profit for the periods presented:
Current report
The following table reconciles Net (loss) income to Adjusted EBITDA for the periods presented:
Current report
a. Costs for the three months ended March 31, 2026 are associated with reduction in force in the ES segment. Costs for the three months ended March 31, 2025 are associated with restructuring programs across MP, Aerials, and Corporate segments.
Current report
b. Costs for the three months ended March 31, 2026 are primarily related to the REV Transaction, including acceleration of stock-based compensation awards, severance and retention costs incurred, and transaction costs. Costs for the three months ended March 31, 2025 relate to costs incurred as part of the ESG integration.
Current report
c. Costs for the three months ended March 31, 2026 primarily relate to the REV Transaction, and include inventory step-up, incremental stock based compensation cost for replacement stock awards, and amortization of purchased intangibles. Costs for the three months ended March 31, 2025 primarily relate to ESG, and primarily relate to the amortization of purchased intangibles. Amortization is not included within Purchase price accounting in the reconciliation of Net (loss) income to Adjusted EBITDA, as amortization is a separate line item within the reconciliation.
Current report
d. Reflects a gain realized on the previously disposed of Cranes business, offset by the loss on sale of a business within the SV segment.
Current report
e. Reflects costs incurred to settle a claim which was outside the normal course of business.
Current report
Cash provided by financing activities was $122 million for the three months ended March 31, 2026, compared to cash used in financing activities of $50 million for the prior year period. The increase in cash provided by financing activities was primarily driven by higher borrowings in the current year period and share repurchases in the prior‑year period not repeating in the current year period, partially offset by higher cash payments related to shares withheld for tax payment on Restricted Stock Awards and increased dividend payments.
Removed paragraphs (60)
Previous report
Further information about our reportable segments appears below and in Note B – “Business Segment Information” in the Notes to Condensed Consolidated Financial Statements.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
ROIC
Previous report
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.
Previous report
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%.
Previous report
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.
Previous report
(1)The annualized effective tax rate as adjusted for each 2024 period represents the adjusted full-year 2024 effective tax rate.
Previous report
(1)The amount represents tax benefit arising from foreign tax legislative changes, in addition to tax planning associated with restructuring activity.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
Other Income (Expense) – Net
Previous report
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.
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Income Taxes
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Nine Months Ended September 30, 2025 Compared with Nine Months Ended September 30, 2024
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Consolidated
Previous report
Net sales for the nine months ended September 30, 2025 increased $217 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 across most product lines and geographies within Aerials and MP.
Previous report
Gross profit for the nine months ended September 30, 2025 decreased $68 million when compared to the same period in 2024, primarily due to the impact of lower sales volume and unfavorable absorption due to lower production volumes and mix within Aerials and MP, as well as tariffs within Aerials, partially offset by strong ESG performance and a favorable discrete item of approximately $18 million pertaining to the release of a customs-related contingency in Aerials.
Previous report
SG&A expenses for the nine months ended September 30, 2025 increased $67 million when compared to the same period in 2024, primarily due to additional compensation cost related to the recently acquired ESG business, a one-time litigation related charge, and higher restructuring and integration costs, partially offset by cost reductions within Aerials and MP.
Previous report
Operating profit for the nine months ended September 30, 2025 decreased $135 million when compared to the same period in 2024, primarily due to the impact of lower sales volume, production adjustments and unfavorable mix within Aerials and MP, as well as tariffs within Aerials, partially offset by strong ESG performance, an Aerials discrete item and cost reduction actions within Aerials and MP.
Showing the first 40 of 60 passages. Open the source sections for the rest.
Reworded paragraphs (18)
Previous wording
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”).
Current wording
Terex is a global industrial equipment manufacturer of materials processing machinery, waste and recycling solutions, customized vehicle solutions, mobile elevating work platforms (MEWPs), equipment for the electric utility industry, commercial and custom fire and ambulance vehicles, and recreational vehicles. We design, build, and support products used in maintenance, manufacturing, energy, waste and recycling, minerals and materials management, construction, the entertainment industry, emergency response, and the recreational vehicles market. 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) Environmental Solutions (“ES”), (ii) Materials Processing (“MP”), (iii) Specialty Vehicles (“SV”) and (iv) Aerials.
Previous wording
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.
Current wording
We continue to execute our capital allocation strategy by driving more operational cash through better net working capital management and by returning value to shareholders through dividends and opportunistic share repurchases. Our net working capital as a percentage of trailing three month annualized pro forma net sales was 16.7% as of March 31, 2026 compared to 20.8% for the year ended December 31, 2025. We continue to maintain ample liquidity with approximately $1,022 million available, as of March 31, 2026. 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 used in operating activities to free cash flow.
Previous wording
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.
Current wording
Operating loss for the three months ended March 31, 2026 was $82 million compared to Operating profit of $69 million in the same period in 2025. The decrease in Operating profit of $151 million was primarily due to the factors detailed above.
Previous wording
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 tax legislation.
Current wording
During the three months ended March 31, 2026, we recognized income tax benefit of $33 million on a pre-tax loss of $126 million, an effective tax rate of 26.5%, as compared to income tax expense of $5 million on pre-tax income of $26 million, an effective tax rate of 20.3%, for the three months ended March 31, 2025. The higher effective tax rate for the three months ended March 31, 2026 when compared with the three months ended March 31, 2025 is primarily due to higher tax related to geographic distribution of income.
Previous wording
On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework. A number of countries in which we operate have adopted legislation, many of which were effective in 2024 subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation. In addition, the OECD continues to issue guidance on this matter including the technical documents released on January 15, 2025. Among this release, the OECD issued Administrative Guidance on the application of the Global Anti-Base Erosion (GloBE) Model Rules. While the Company has determined the impact of enacted Pillar Two legislation on its financial statements is not material, the Company will continue to evaluate the financial statement impacts as additional Pillar Two rules are enacted and OECD guidance is issued.
Current wording
On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15% for large corporations, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework. A number of countries in which we operate have adopted legislation subject to the OECD transitional safe harbor rules, while other countries are still in the process of introducing legislation. In addition, the OECD continues to issue guidance on this matter including the technical documents released on January 5, 2026. Among this release, the OECD issued Administrative Guidance which includes a “Side by Side” System designed to align the U.S. tax regime with Pillar Two for U.S.-parented multinational groups, effective for tax years beginning on or after January 1, 2026. While the Company has determined the impact of enacted Pillar Two legislation on its financial statements is not material, the Company will continue to evaluate the financial statement impacts as additional Pillar Two rules are enacted and OECD guidance is issued.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) (H.R.1) was signed in to law by the President of the United States. The OBBBA contains significant provisions impacting corporate taxation in the U.S. with multiple effective dates. Among the changes effective in 2025 are modifications to capitalization of domestic research and development costs, accelerated depreciation of fixed assets and other qualifying property, as well as limitations on deductions for interest expense. Changes effective in 2026 include, among others, modifications to certain international tax provisions. The impacts of OBBBA are reflected in our results for the quarter ended September 30, 2025. There was no material effect on our income tax expense or effective tax rate.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) (H.R.1) was signed in to law by the President of the United States. The OBBBA contains significant provisions impacting corporate taxation in the U.S. with multiple effective dates. Among the changes that were effective in 2025 were modifications to capitalization of domestic research and development costs, accelerated depreciation of fixed assets and other qualifying property, as well as limitations on deductions for interest expense. Changes effective in 2026 include, among others, modifications to certain international tax provisions. The impacts of OBBBA are reflected in our results for the quarter ended March 31, 2026. There was no material effect on our income tax benefit or effective tax rate.
Previous wording
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.
Current wording
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 the impact of one-time items and other items affecting comparability between periods, and non-cash items such as depreciation and amortization, (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.
Previous wording
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.
Current wording
Working capital is calculated using the Condensed Consolidated Balance Sheet amounts for Receivables (net of allowance) plus Inventories, less Trade accounts payable, and short and long-term Customer advances. 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.
Previous wording
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.
Current wording
Non-GAAP measures also include translation effect of foreign currency exchange rate changes on net sales, gross profit, selling, general & administrative expenses and operating profit, as well as net sales, gross profit, and SG&A costs and operating profit excluding the impact of acquisitions and divestitures.
Previous wording
We are focused on generating cash and maintaining liquidity (cash and availability under our revolving line of credit) for the efficient operation of our business. At September 30, 2025, we had cash and cash equivalents of $509 million and undrawn availability under our revolving line of credit of $800 million, giving us total liquidity of approximately $1,309 million. During the nine months ended September 30, 2025, our liquidity increased by approximately $121 million from December 31, 2024 primarily due to cash generated from operations, proceeds from sale of equity securities and settlement of net investment hedges, partially offset by cash used in capital expenditures, share repurchases and dividends.
Current wording
We are focused on generating cash and maintaining liquidity (cash and availability under our revolving line of credit) for the efficient operation of our business. At March 31, 2026, we had cash and cash equivalents of $392 million and undrawn availability under our revolving line of credit of $630 million, giving us total liquidity of approximately $1,022 million. During the three months ended March 31, 2026, our liquidity decreased by approximately $550 million from December 31, 2025 primarily due to cash used for the REV Transaction, capital expenditures, operating activities, and dividend payments, partially offset by proceeds from the sale of a business.
Previous wording
We had free cash flow of $130 million and $153 million for the three and nine months ended September 30, 2025, respectively. The following table reconciles net cash provided by (used in) operating activities to free cash flow (in millions):
Current wording
We had free cash outflow of $57 million for the three months ended March 31, 2026, respectively. The following table reconciles net cash used in operating activities to free cash outflow (in millions):
Previous wording
Pursuant to terms of our trade accounts receivable factoring arrangements, during the nine months ended September 30, 2025, we sold, without material recourse, approximately $492 million of trade accounts receivable to enhance liquidity.
Current wording
Pursuant to terms of our trade accounts receivable factoring arrangements, during the three months ended March 31, 2026, we sold, without material recourse, approximately$175 million of trade accounts receivable to enhance liquidity.
Previous wording
Working capital as a percentage of trailing three month annualized net sales was 23.2% at September 30, 2025. The following tables show the calculation of our working capital and trailing three months annualized sales as of September 30, 2025 (in millions):
Current wording
Working capital as a percentage of trailing three month annualized pro forma net sales was 16.7% at March 31, 2026. The following tables show the calculation of our working capital and trailing three months annualized pro forma sales as of March 31, 2026 (in millions):
Previous wording
During the nine months ended September 30, 2025, we repurchased 1,360,706 shares of common stock for $53 million leaving approximately $183 million available for repurchase under our share repurchase programs. Our Board declared a dividend of $0.17 per share in each of the first three quarters of 2025, which was paid to our stockholders. In October 2025, our Board declared a dividend of $0.17 per share, which will be paid on December 19, 2025 to our stockholders of record as of November 10, 2025.
Current wording
During the three months ended March 31, 2026, there were no shares of common stock repurchased, leaving approximately $183 million available for repurchase under our share repurchase programs. Our Board declared a dividend of $0.17 per share in the first quarter of 2026, which was paid to our stockholders.
Previous wording
Cash provided by operations was $235 million and $149 million for the nine months ended September 30, 2025 and 2024, respectively. The increase in cash provided by operations was primarily driven by changes in working capital, partially offset by lower operating profitability.
Current wording
Cash used in operations was $31 million and $21 million for the three months ended March 31, 2026 and 2025, respectively. The increase in cash used in operations was primarily driven by payments of transaction costs and severance in connection with the REV Transaction, partially offset by changes in working capital.
Previous wording
Cash used in investing activities was $44 million and $80 million for the nine months ended September 30, 2025 and 2024, respectively. The decrease in cash used in investing activities relates primarily to proceeds from sale of equity securities, the settlement of net investment hedges and the receipt of a post-closing purchase price adjustment related to the ESG acquisition.
Current wording
Cash used in investing activities was $467 million and $26 million for the three months ended March 31, 2026 and 2025, respectively. The increase in cash used in investing activities relates primarily to cash consideration paid in connection with the REV Transaction, partially offset by proceeds from the sale of a business and lower capital expenditures.
Previous wording
See Note K – “Litigation and Contingencies” in the Notes to Condensed Consolidated Financial Statements for further information regarding our guarantees.
Current wording
See Note J – “Litigation and Contingencies” in the Notes to Condensed Consolidated Financial Statements for information regarding our guarantees.
Previous wording
See Note I – “Derivative Financial Instruments” in the Notes to Condensed Consolidated Financial Statements for further information regarding our derivatives and Item 3 “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the impact changes in foreign currency exchange rates and interest rates may have on our financial performance.
Current wording
See Item 3 “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the impact changes in foreign currency exchange rates and interest rates may have on our financial performance.
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Previous report — wording carried elsewhere
Interest Expense, Net of Interest Income