v3.26.3
ACQUISITIONS
 9 Months Ended
Sep. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
ACQUISITIONS ACQUISITIONS AND HELD FOR SALE
REV Group, Inc. Acquisition

On the Closing Date, the Company completed the REV Transaction in accordance with the terms of the definitive merger agreement with REV. The results of REV have been included in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income from the Closing Date. The provisional purchase consideration of $3,384 million is based on the conversion of each outstanding share of REV into 0.9809 of a share of Terex and $8.71 in cash ($426 million in total), the settlement of REV’s outstanding debt owed to a third-party bank that was required to be repaid at closing, and estimated fair value of converted unvested share based awards attributable to pre-combination service. In connection with the REV Transaction, there were an additional 47.9 million shares of Terex issued upon conversion of REV shares.

REV serves a diversified customer base primarily in the U.S., and its products are sold to municipalities, government agencies, private contractors, consumers, and industrial and commercial end users. REV provides customized vehicle solutions for applications, including essential needs for public services (ambulances and fire apparatus), commercial infrastructure (terminal trucks and industrial sweepers) and consumer leisure (motorized recreational vehicles). The REV Transaction created a diversified specialty equipment manufacturer of emergency, waste, utilities, environmental, material processing equipment and mobile elevating work platforms with attractive end markets characterized by low cyclicality and long-term growth profiles.

The following table summarizes the components of the provisional purchase consideration (in millions except per-share information and the exchange ratio):
REV shares outstanding(1)
48.9 
Cash consideration (per REV share)$8.71 
Cash portion of purchase price$426 
Settlement of REV’s outstanding debt122 
Total cash consideration transferred$548 
REV shares outstanding(1)
48.9 
Exchange ratio0.9809 
Total Terex common shares issued47.9 
Terex's share price(2)
$58.99 
Equity portion of purchase price$2,828 
Fair value of converted unvested share based awards attributable to pre-combination services(3)
$8 
Total provisional consideration transferred$3,384 
(1) Represents REV’s outstanding shares as of February 1, 2026.
(2) Represents Terex's share price as of February 2, 2026.
(3) Represents fair value estimate as of February 2, 2026.
Net Assets Acquired

The application of purchase accounting under ASC 805 requires the recognition and measurement of the identifiable assets acquired and liabilities assumed at their estimated fair values as of the acquisition date. Goodwill is calculated as the excess of the aggregate of the fair value of the consideration transferred over the fair value of the net assets recognized. The net assets and liabilities of REV were recorded at their estimated 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; however, the purchase accounting remains provisional and is subject to change during the measurement period, which extends for up to one year from the Closing Date, as the Company continues to evaluate certain assets acquired and liabilities assumed and finalize the related independent valuations. As a result, the provisional amounts recognized for certain assets acquired and liabilities assumed, such as contingencies and income tax positions, may change materially as the analysis is completed.

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

February 2, 2026
Cash acquired
$81 
Receivables, net
183 
Inventories, net
615 
Prepaid and other current assets
71 
Property, plant & equipment, net
203 
Goodwill
1,428 
Identified intangibles subject to amortization1,266 
Identified indefinite-lived intangibles
786 
Other assets
43 
Total assets acquired
$4,676 
Trade accounts payable
193 
Short-term customer advances
176 
Other current liabilities
184 
Long-term deferred tax liabilities
484 
Long-term customer advances183 
Other non-current liabilities
72 
Total liabilities assumed
$1,292 
Net assets acquired
$3,384 

As a result of the Company's continued evaluation of facts and circumstances that existed as of the acquisition date, preliminary purchase accounting estimates made in the prior period were revised during the quarter ended September 30, 2026. These measurement period adjustments resulted in a decrease of approximately $4 million to inventories, and a $63 million increase to identifiable intangible assets with a corresponding increase to long-term deferred tax liabilities of $14 million. These adjustments, among others, resulted in a corresponding decrease of approximately $42 million to goodwill. The income statement impact of all measurement period adjustments was recognized in current period income, within Amortization expense or Cost of goods sold, as applicable. These updates would not have had a material impact on the Company’s results of operations for the three months ended March 31, 2026 and the three and six months ended June 30, 2026, had the measurement period adjustments been known at that time.
Goodwill of $1,428 million resulting from the merger was assigned to the newly created SV segment. Goodwill consists of intangible assets that do not qualify for separate recognition which include assembled workforce and expected synergies from the business combination. The Company will finalize the allocation of goodwill to the SV segment’s reporting units during the measurement period as additional information becomes available.

The following table summarizes the preliminary determination of the fair values of identifiable indefinite and finite-lived intangible assets acquired (in millions):
Weighted Average Life
(in years)		Gross Carrying Amount
Indefinite-lived intangible assets:
Trade names
N/A
$786 
Finite-lived intangible assets:
Backlog2232 
Trade names
2017 
Customer relationships
15830 
Non-competition agreements319 
Technology
12168 
Total Indefinite and Finite-lived intangible assets
$2,052 

Acquisition-Related Expenses

The Company has incurred transaction costs directly related to the REV Transaction of $1 million and $19 million for the three and nine months ended September 30, 2026, which are recorded in Selling, general and administrative expenses in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income.

Unaudited Actual and Pro Forma Information

The Company’s consolidated Net sales and Net income attributable to Terex Corporation for the three months ended September 30, 2026 include $657 million and $39 million, respectively, related to the REV business. For the period from February 2, 2026 through September 30, 2026, the Company’s consolidated Net sales and Net income attributable to Terex Corporation include $1,744 million and $17 million, respectively, related to the REV business.

The following unaudited pro forma information has been presented as if the REV Transaction occurred on January 1, 2025. This information is based on historical results of operations, which were adjusted for acquisition-related expenses, acceleration of stock-based compensation, amortization of finite-lived intangible assets, fair value step-up of inventory and depreciation of property, plant, and equipment, all related to the REV Transaction, among other adjustments. The unaudited pro forma information is not necessarily indicative of what the results would have been had the Company operated the business since January 1, 2025, nor does it intend to be a projection of future results.

(in millions, except per share data)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2026202520262025
Net sales
$2,197 $2,017 $6,359 $5,981 
Net income
112 68 247 20 
Basic earnings per share0.99 0.60 2.18 0.18 
Diluted earnings per share0.98 0.59 2.16 0.17 
Held for Sale

In connection with a strategic review of the product portfolio, the Company was pursuing the sale of certain assets and liabilities of Capacity of Texas, Inc. (“Capacity”) and Mobile Products, Inc. (“LayMor”), two businesses within the Specialty Vehicles segment. The assets and liabilities to be divested in connection with this transaction met the held for sale criteria as of September 30, 2026. The carrying value of the assets and liabilities held for sale was greater than the estimated sales proceeds, less expected costs to sell, resulting in a non-cash loss of $17 million. As part of contract negotiations the Company also agreed to indemnify the buyer for certain items which increased the total loss by $3 million. The total loss of $20 million is included in Selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three months ended September 30, 2026.

As of September 30, 2026, assets and liabilities held for sale were included in Prepaid and other current assets and Other current liabilities, respectively, in the Unaudited Condensed Consolidated Balance Sheet. Assets and liabilities held for sale consisted of the following balances:

September 30, 2026
ASSETS
Receivables, net$21 
Inventories, net37 
Property, plant & equipment, net3 
Goodwill3 
Intangible assets, net6 
Loss on assets held for sale(17)
Total assets held for sale$53 
LIABILITIES
Trade accounts payable$17 
Accrued warranty2 
Other liabilities1 
Total liabilities held for sale$20 

The Company completed the sale of Capacity and LayMor on October 23, 2026. Refer to Note L, Subsequent Events, for further details.