Terex Corporation

Greetings and welcome to the TRX and REV group merger call. At this time, all participants are in a listen-only mode. A brief question and answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Derek Everett, Vice President of Investor Relations. Please go ahead.

Good morning, and thank you for joining us to discuss the planned merger of Terex Corporation and RevGroup and Terex's intention to exit its aerial segment. A copy of the related press release and presentation slides are posted at investors.terex.com and investors.revgroup.com. The replay and slide presentation will also be available on those websites. This morning, Terex also announced its third quarter 2025 earnings. The corresponding presentation and press release are posted at investors.terix.com. Please turn to slide two of the merger presentation, which reflects our safe harbor statement. Today's conference call contains forward-looking statements which are subject to risks that could cause actual results to be materially different from those expressed or implied. These risks are described in greater detail in the presentation and in our reports filed with the SEC. In addition, we will be discussing non-GAAP financial information we believe is useful in evaluating operating performance. Reconciliations for these non-GAAP measures can be found in the process column materials. References to year is here unless otherwise stated. Erickson's fiscal year end is December 31st and RIS's fiscal year end is October 31st. References to the merged company's financial year on a pro forma basis reflect these different fiscal years. On slide three, we provide additional information and links to related documentation. Continuing to slide four, today's presenters will be Tarek's President and Chief Executive Officer Simon Meester and REV Group President and Chief Executive Officer Mark Skanevsky. Jennifer Cotton-Piccarello, Tarek's Senior Vice President and Chief Financial Officer, and Amy Campbell, Chief Financial Officer of REV Group, will also be participating in the Q&A session that will follow the prepared remarks. Please turn to slide five, and I'll turn it over to Simon.

Thanks, Derek. Good morning, everyone, and thank you for joining us today as we launch a transformative new chapter for Tarek and REV Group. Before we discuss this exciting new step, I want to take a brief moment to thank the Terrax team for another solid quarter. We delivered $1.50 of EPS on sales of $1.4 billion with a cash conversion of 200% and are maintaining our full-year outlook. The team continues to execute really well. We successfully completed the ESG integration, and we're very excited about what's next. Today, we are announcing the merger of two great companies to create a U.S.-centric, large-scale specialty equipment manufacturer with iconic leading brands serving highly resilient and growing end markets. The new combined company will be truly transformational in makeup and market serve. With complementary operations, management systems and channels, We have created the opportunity to unlock significant, readily achievable synergies, making a combined company stronger and more competitive, a win-win for our customers, our team members, and our shareholders. We believe the financial profile, growth potential, and leverage is highly attractive and will deliver significant value to Terex and RevGroup shareholders. In addition to stronger, more predictable earnings and associated free cash flow, the combined company will have a low capital intensity profile, providing a solid foundation for future profit enhancing and growth investments. Let's move to slide six to review the transaction in more detail. Terex and REV have entered into a definitive agreement to merge in a stock and cash transaction that will result in Terex shareholders owning 58% and REV shareholders 42% of the combined company. This allows both Terex and REV shareholders to participate in the potential upside of the combined company. REV shareholders will also receive $425 million in cash consideration. combined company will trade on the new york stock exchange under the current tariff stock ticker tex and i will serve as ceo of the combined company supported by a proven management team that reflects the strengths and capabilities of both organizations at closing the board will be comprised of seven directors from terex and five from res we expect to complete the merger in the first half of 2026 subject to customary closing conditions. Our teams have developed a detailed plan to deliver at least $75 million in annual synergies, contributing to the highly attractive financial profile of the new company. We're also announcing that we plan to exit our aerial segment and are evaluating a potential sale or spinoff. This exit will significantly reduce our exposure to cyclical end markets. Considering the achievement of synergies and the exit of aerial segment, the merged company is expected to provide a mid-teens adjusted EBITDA earnings profile in fiscal 2025 on a pro forma basis, near the top end of the specialty equipment peer group. At closing, the combined company is expected to have a strong balance sheet and liquidity position with approximately 2.5 times leverage on a pro forma basis with the opportunity to deliver further on the exit of the arrow business. Turn to slide 7 and I'll hand it over to Mark.