Summary of REV Group and Terex Corporation Merger Conference Call Industry and Companies Involved - **Companies**: Terex Corporation and REV Group - **Industry**: Specialty Equipment Manufacturing Core Points and Arguments 1. **Merger Announcement**: Terex and REV Group announced a merger to create a large-scale specialty equipment manufacturer focused on resilient and growing end markets [2][7][10] 2. **Financial Performance**: Terex reported earnings of $1.5 EPS on sales of $1.4 billion with a cash conversion of 200% for Q3 2025, maintaining a positive outlook [6][10] 3. **Ownership Structure**: Post-merger, Terex shareholders will own 58% and REV shareholders 42% of the combined company, with REV shareholders receiving $425 million in cash [9][10] 4. **Synergy Goals**: The merger aims to achieve at least $75 million in annual synergies, with expectations to realize about half of this within the first year [10][29] 5. **Exit from Aerial Segment**: Terex plans to exit its Aerial segment, which is expected to reduce exposure to cyclical markets and enhance the financial profile of the combined company [11][32] 6. **EBITDA Projections**: The merged company is projected to have a mid-teens adjusted EBITDA margin in fiscal 2025, with a strong balance sheet and liquidity position [11][32] 7. **Market Focus**: Approximately 85% of the combined revenue will be generated in North America, with a balanced portfolio across specialty vehicles, environmental solutions, and materials processing [16][18] 8. **Growth Drivers**: Anticipated growth in infrastructure spending, utility upgrades, and demographic trends are expected to drive demand in the coming years [19][25] 9. **Digital Solutions**: The Third Eye digital platform is highlighted as a significant growth opportunity, particularly in emergency response and municipal services [31][60] 10. **Backlog Information**: REV Group has a backlog of approximately $4.5 billion, primarily in the specialty vehicles segment, with a duration of 2 to 2.5 years [107][108] Additional Important Insights 1. **Cyclical Exposure Reduction**: The merger is designed to create a less cyclical earnings profile, enhancing predictability and stability for shareholders [32][96] 2. **Operational Improvements**: Both companies have implemented operating systems aimed at driving efficiency, safety, and innovation, which will be leveraged post-merger [27][28] 3. **Market Resilience**: The combined company will focus on essential services, with nearly 60% of revenue tied to emergency vehicles and waste collection, which are less affected by economic fluctuations [18][23] 4. **Strategic Transformation**: The merger is seen as a continuation of both companies' strategic transformations, aimed at enhancing shareholder value through operational synergies and market expansion [12][14] 5. **Valuation Considerations**: The transaction is structured to provide a favorable valuation for both sets of shareholders, with a focus on future growth potential and synergy realization [48][49] This summary encapsulates the key points discussed during the conference call regarding the merger between Terex Corporation and REV Group, highlighting the strategic, financial, and operational implications of the transaction.

Summary of Terex and REV Group Merger Conference Call Company and Industry - **Companies Involved**: Terex Corporation (NYSE:TEX) and REV Group - **Industry**: Specialty Equipment Manufacturing Key Points and Arguments 1. **Merger Announcement**: Terex and REV Group announced a merger to create a large-scale specialty equipment manufacturer focused on resilient and growing end markets [2][7][33] 2. **Financial Performance**: Terex reported earnings of $1.5 EPS on sales of $1.4 billion with a cash conversion of 200% for Q3 2025, maintaining its full-year outlook [6][10] 3. **Shareholder Structure**: Post-merger, Terex shareholders will own 58% and REV shareholders 42% of the combined company, with REV shareholders receiving $425 million in cash [8][9] 4. **Exit from Aerial Segment**: Terex plans to exit its Aerial segment, which is expected to reduce exposure to cyclical markets and enhance the financial profile of the combined company [10][32] 5. **Projected Financials**: The merged company is expected to achieve a mid-teens adjusted EBITDA margin in fiscal 2025, with a strong balance sheet and approximately 2.5 times leverage [10][14] 6. **Synergy Goals**: The merger aims to deliver at least $75 million in annual synergies, with half expected to be realized within the first year [9][29] 7. **Market Focus**: Approximately 85% of the combined revenue will be generated in North America, with a balanced portfolio across specialty vehicles, environmental solutions, and materials processing [15][16] 8. **Growth Drivers**: Key growth drivers include urban expansion, infrastructure spending, and upgrades to the U.S. power grid, with significant opportunities in the utilities market [18][24][25] 9. **Digital Solutions**: The Third Eye digital platform is expected to enhance situational awareness for emergency responders, creating additional revenue streams [31][60] 10. **Backlog Information**: REV Group has a backlog of approximately $4.5 billion, primarily in the specialty vehicles segment, with a duration of 2 to 2.5 years [109][110] Other Important Content 1. **Cyclical Market Reduction**: The merger is designed to create a less cyclical earnings profile, reducing reliance on construction markets [32][98] 2. **Operational Integration**: Both companies will leverage their operating systems to drive efficiencies and improve margins across their combined operations [27][92] 3. **Market Resilience**: The combined company will focus on essential services, with nearly 60% of revenue tied to emergency vehicles and waste collection, which are less affected by economic fluctuations [17][22] 4. **Future Outlook**: The management expressed confidence in the growth potential of the combined entity, emphasizing the importance of strategic integration and synergy realization [39][49] This summary captures the essential details and strategic insights from the conference call regarding the merger between Terex and REV Group, highlighting the anticipated benefits and market positioning of the combined company.

Financial Data and Key Metrics Changes - Terex reported earnings per share (EPS) of $1.50 on sales of $1.4 billion, with a cash conversion rate of 200% and maintained its full-year outlook [4][5] - The combined company is expected to achieve a mid-teens adjusted EBITDA margin profile in fiscal 2025 on a pro forma basis, near the top end of the specialty equipment peer group [7][12] Business Line Data and Key Metrics Changes - The merger will create a U.S.-centric large-scale specialty equipment manufacturer with approximately 85% of combined revenue generated in North America [12] - The portfolio will be balanced with about 40% of sales related to specialty vehicles, with the remainder split between Environmental Solutions and Materials Processing [12][15] Market Data and Key Metrics Changes - The pro forma end market profile will be less cyclical than ever before, with nearly 60% of revenue associated with emergency vehicles and waste collection [13] - The utilities market is expected to see significant growth due to increased demand on the U.S. electrical grid and infrastructure spending [14][19] Company Strategy and Development Direction - The merger aims to unlock significant synergies, with a target of at least $75 million in annual synergies [6][25] - The company plans to exit the Aerial Work Platforms segment to reduce exposure to cyclical end markets, which is expected to enhance the overall financial profile [7][27] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth potential across all verticals, driven by urban expansion, population growth, and infrastructure investments [32] - The exit from the Aerial Work Platforms segment is seen as a strategic move to create a more predictable earnings profile [51][90] Other Important Information - The combined company will have a strong balance sheet with approximately 2.5 times leverage on a pro forma basis, allowing for further deleveraging [8] - The merger is expected to be completed in the first half of 2026, subject to customary closing conditions [7] Q&A Session Summary Question: Strategic growth outlook post-merger - Management highlighted the merger creates a less cyclical portfolio with attractive markets and significant growth potential across various verticals [32] Question: Timing of Aerial Work Platforms sale - Management believes there will be many interested buyers for the Aerials business, which has a strong brand and legacy [33][46] Question: Value creation for REV Group shareholders - The merger is seen as a natural step in the transformation journey, providing both companies' shareholders the ability to participate in future upside [40] Question: Synergy realization timeline - Management expects to achieve about half of the $75 million run rate within the first 12 months post-merger [41] Question: Confidence in the Aerials business sale - Management is confident in the Aerials business's appeal and believes it will attract multiple suitors [46][92] Question: Integration of the two entities - The integration will follow a proven playbook used in previous mergers, with a focus on operational efficiencies and best practices [81]

Q3 2025 Earnings Presentation October 30, 2025 Forward Looking Statements Certain information in this presentation includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act") and the Private Securities Litigation Reform Act of 1995) regarding future events or our future financial performance that involve certain contingencies and uncertainties, including those discussed in our Annual Report on F ...

AND ESTABLISHING A LEADING SPECIALTY EQUIPMENT MANUFACTURER OCTOBER 30, 2025 E X E C U T E • I N N O V A T E • G R O W 1 Cautionary Statement About Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933, which involve risks and uncertainties. Any statements about Terex's and REV Group's, or the combined company's plans, objectives, expectations, strategies, beliefs ...

Transaction Summary - Terex and REV Group will strategically merge in a stock and cash transaction, creating a combined equity value of approximately $7 billion and an enterprise value of approximately $9 billion at announcement[27] - Terex shareholders will own 58% and REV shareholders will own 42% of the combined company on a fully diluted basis[27] - REV shareholders will receive 09809 Terex shares and $871 in cash consideration per REV share owned, representing a total cash consideration of $425 million[27] - The combined company anticipates achieving $75 million of run-rate synergies by 2028, with approximately 50% realized within 12 months after closing[27, 29, 55] Financial Profile - The combined company is projected to have $78 billion in sales for 2025E, excluding Terex Aerials[32] - The combined company is projected to have an adjusted EBITDA margin of 11% for 2025E, including $75 million of run-rate synergies[32] - The combined company is projected to have an adjusted FCF conversion of 80% for 2025E[32] Business Mix - The combined company's 2025E sales, excluding Terex Aerials, are expected to be 42% Specialty Vehicles, 29% Materials Processing, and 29% Environmental Solutions[37] - North America will represent 83% of the combined company's sales, with the Rest of World accounting for 17%[37] Strategic Transformation - Terex plans to exit its Aerials segment, including a potential sale or spin-off[27, 29]

Financial Performance - Sales for Q3 2025 were $1.4 billion, representing a 14.4% increase compared to Q3 2024[5] - Net income for Q3 2025 was $65 million, or $0.98 per share, down from $88 million, or $1.31 per share in Q3 2024[6] - Net sales for Q3 2025 reached $1,387 million, a 14.5% increase from $1,212 million in Q3 2024[23] - Gross profit for Q3 2025 was $282 million, compared to $245 million in Q3 2024, reflecting a gross margin of 20.3%[23] - Operating profit for Q3 2025 was $140 million, up from $122 million in Q3 2024, maintaining an operating margin of 10.1%[23] - Net Sales for YTD Q3 2025 reached $4,103 million, with a Gross Profit of $875 million, representing a Gross Margin of 21.3%[36] - Operating Profit for YTD Q3 2025 was $443 million, resulting in an Operating Margin of 10.8%[36] - Net Income for YTD Q3 2025 was $253 million, with Earnings per Share (EPS) of $3.81[36] Bookings and Outlook - Bookings reached $1 billion, reflecting a 57% year-over-year growth on a pro forma basis, with a book-to-bill ratio of 72%[6] - The company maintained its full-year adjusted EPS outlook of $4.70 to $5.10 despite macroeconomic challenges[11] - The full-year net sales outlook is projected between $5.3 billion and $5.5 billion[11] - The company anticipates a 2025 outlook for free cash flow of approximately $325 million, reflecting ongoing operational efficiency[34] Cash Flow and Capital Expenditures - Free cash flow generated was $130 million, achieving a cash conversion rate of 200%[5] - Capital expenditures for Q3 2025 were $24 million, with a total of $87 million returned to shareholders through dividends and share repurchases[10] - Capital expenditures for the first nine months of 2025 totaled $84 million, slightly lower than $88 million in the same period of 2024[27] - Free cash flow for Q3 2025 was $130 million, with a free cash flow conversion rate of 200%[34] Assets and Equity - Total assets increased to $6,166 million as of September 30, 2025, compared to $5,730 million at the end of 2024[25] - Cash and cash equivalents rose to $509 million at the end of Q3 2025, up from $388 million at the end of 2024[25] - Stockholders' equity as reported increased to $2,017 million as of September 30, 2025, up from $1,965 million in the previous quarter[45] - Adjusted stockholders' equity reached $2,166 million, compared to $2,088 million in the prior quarter, indicating robust financial health[45] Margins and Profitability - Operating margin was reported at 10.1%, with an adjusted operating margin of 12.1%[5] - The company reported a year-to-date operating profit margin of 8.2% for the first nine months of 2025, down from 12.2% in the same period of 2024[29] - Adjusted Operating Profit for Q3 2025 was $443 million, with an Adjusted Operating Margin of 10.8%[36] - Adjusted Operating Profit for YTD Q3 2025 was $484 million, with an Adjusted Operating Margin of 12.5%[38] Tax and Income Adjustments - The Effective Tax Rate for YTD Q3 2025 was 19.7%[36] - Income before income taxes for the nine months ended September 30, 2025, was reported at $209 million, with an effective tax rate of 24.5%[45] - Adjusted income before income taxes was $314 million, with a significantly lower effective tax rate of 15.6%[45] - The company recorded restructuring and other adjustments totaling $5 million for the three months ended September 30, 2025[45] - Purchase price accounting adjustments amounted to $20 million for the three months ended September 30, 2025[45] - The company experienced a tax-related benefit from foreign tax legislative changes, contributing to the adjusted income figures[45] - The overall financial adjustments reflect the company's strategic focus on restructuring and optimizing its tax position[45] Segment Performance - Environmental Solutions segment showed strong growth, contributing to overall margin improvements[6]

Core Insights - Terex Corporation reported solid financial performance in Q3 2025, with growth in Environmental Solutions and strong margins, despite challenging market conditions in other segments [2][4] - The company maintained its full-year EPS outlook of $4.70 to $5.10, reflecting resilience amid macroeconomic headwinds and tariff changes [4][6] Financial Performance - Q3 2025 net sales reached $1.4 billion, a 14.4% increase compared to Q3 2024, with adjusted operating profit of $168 million, or 12.1% of net sales [6][7] - Free cash flow for Q3 was $130 million, achieving a cash conversion rate of 200%, supporting capital allocation strategies [4][6] - Year-to-date bookings grew by 57% year-over-year, indicating a healthy backlog and returning to normal seasonal patterns [4][7] Segment Analysis - Aerials segment reported net sales of $537 million, down 13.2% year-over-year, with operating profit of $45 million, or 8.4% of net sales [7][22] - Materials Processing segment had net sales of $417 million, a decline of 6.1% year-over-year, with operating profit of $52 million, or 12.5% of net sales [7][22] - Environmental Solutions segment saw net sales of $435 million, up 13.6% year-over-year, with operating profit of $58 million, or 13.3% of net sales [7][22] Outlook - The company expects higher tariff-related costs in Q4 2025, estimating a full-year net unfavorable impact of tariffs on EPS to be approximately $0.70 [4][5] - Full-year 2025 outlook includes net sales of $5.3 billion to $5.5 billion, EBITDA of approximately $640 million, and free cash flow of $300 million to $350 million [5][6]

Core Viewpoint - Terex Corporation and REV Group have entered into a definitive merger agreement to create a leading specialty equipment manufacturer, enhancing their market position and operational capabilities [1][2][4]. Strategic Rationale and Transaction Benefits - The merger will form a diversified leader in emergency, waste, utilities, environmental, and materials processing equipment, characterized by low cyclicality and resilient demand [2][6]. - The combined organization is expected to unlock significant synergies totaling $75 million in run-rate value by 2028, with approximately 50% of these synergies achieved within 12 months post-closing [3][7][16]. - Terex plans to exit its Aerials segment, further reducing exposure to cyclical markets and enhancing the overall growth profile of the combined company [3][10][16]. Financial Overview - The combined company is projected to have approximately $7.8 billion in net sales and an Adjusted EBITDA margin of around 11% as of year-end 2025, excluding synergies [10]. - The merger implies a total enterprise value of approximately $9 billion, with a net debt to trailing twelve-month pro forma Adjusted EBITDA ratio of about 2.5x, including the anticipated synergies [10][9]. - Excluding the Aerials segment and including the $75 million of synergies, the pro forma Adjusted EBITDA margin is estimated to be approximately 14% for 2025 [10]. Corporate Governance - Post-merger, the board of the combined company will consist of 12 directors, with 7 from Terex and 5 from REV Group [11]. Timing & Approvals - The transaction is expected to close in the first half of 2026, pending shareholder approval and regulatory clearance [12].

Core Viewpoint - Terex Corporation is a key player in the construction and mining manufacturing sector, known for consistently exceeding earnings expectations, which has positively influenced its market position [1] Financial Performance - Wall Street estimates Terex's earnings per share (EPS) for Q3 2025 to be $1.22, with projected revenue of approximately $1.41 billion, while analysts are slightly more optimistic with an EPS projection of $1.30 [2] - Despite an anticipated year-over-year decline in earnings, Terex is expected to report higher revenues for the quarter ending September 2025 [2][6] - In the previous quarter, Terex reported an EPS of $1.49, surpassing the consensus estimate of $1.44, with a positive surprise of 3.47% and revenue of $1.49 billion, exceeding analysts' expectations of $1.46 billion [3][6] Market Valuation - Terex has a price-to-earnings (P/E) ratio of approximately 20.92 and a price-to-sales ratio of about 0.72, indicating how the market values its earnings and revenue [4] - The enterprise value to sales ratio is around 1.15, reflecting the company's total valuation in relation to its sales [4] Upcoming Earnings Call - The sustainability of any immediate price changes following the earnings report will depend on management's discussion of business conditions during the earnings call scheduled for October 30, 2025, at 8:30 AM ET [5]