Q4 2016 Conference Call · This presentation contains forward-looking information regarding future events or the Company’s future financial performance based on ... •Portfolio

FOCUS • S IMPLIFY • EXECUTE TO WIN

Q4 2016 Conference Call February 22, 2017

2 FOCUS • S IMPLIFY • EXECUTE TO WIN

Forward Looking Statements

This presentation contains forward-looking information regarding future events or the Company’s future financial performance based on the current expectations of Terex Corporation. In addition, when included in this presentation, the words “may,” “expects,” “intends,” “anticipates,” “plans,” “projects,” “estimates” 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. The Company has based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Because forward-looking statements involve risks and uncertainties, actual results could differ materially. Such risks and uncertainties, many of which are beyond the control of Terex, include among others: Our business is cyclical and weak general economic conditions affect the sales of our products and financial results; the need to comply with restrictive 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 business is sensitive to government spending; our business is highly competitive and is affected by our cost structure, pricing, product initiatives and other actions taken by competitors; our retention of key management personnel; the financial condition of suppliers and customers, and their continued access to capital; our providing financing and credit support for some of our customers; we may experience losses in excess of recorded reserves; the carrying value of goodwill could become impaired; our ability to obtain parts and components from suppliers on a timely basis at competitive prices; our business is global and subject to changes in exchange rates between currencies, commodity price changes, regional economic conditions and trade restrictions; our operations are subject to a number of potential risks that arise from operating a multinational business, including compliance with changing regulatory environments, the Foreign Corrupt Practices Act and other similar laws and political instability; a material disruption to one of our significant facilities; possible work stoppages and other labor matters; compliance with changing laws and regulations, particularly environmental and tax laws and regulations; litigation, product liability claims, intellectual property claims, class action lawsuits and other liabilities; our ability to comply with an injunction and related obligations imposed by the United States Securities and Exchange Commission (“SEC”); disruption or breach in our information technology systems; and other factors, risks and uncertainties that are more specifically set forth in our public filings with the SEC. Non-GAAP Measures: Terex from time to time refers to various non-GAAP (generally accepted accounting principles) financial measures in this presentation. Terex believes that this information is useful to understanding its operating results and the ongoing performance of its underlying businesses without the impact of special items. See the appendix at the end of this presentation as well as the Terex fourth quarter 2016 earnings release on the Investor Relations section of our website www.terex.com for a description and/or reconciliation of these measures.


Focus

Simplify

Execute to Win

Terex Strategy


Focus: Portfolio Actions

Completed sale

of German Compact

Construction business

Closed MHPS sale in

January 2017

Designated Brazilian

Utilities and India LBH

businesses as “held for

sale”

Announced sale of

Coventry LBH business


Simplify: Cost Reduction Actions

• Crailsheim

• Gerabronn

• Linz

• Montceau les

Mines(2)

• Stockton

• Waco

• Waukesha

• Waverly

• Betim

• Bierbach

• Coventry

• Jinan

• Noida

• Pecs

Footprint Reductions:

• Redmond

• Zweibrucken

Closed / Sold(1) In Process

(1) Excluding MHPS

(2) Montceau les Mines was a shared facility between Cranes and MHPS that was included in the MHPS divestiture

Footprint Rationalization SG&A

• Functional

restructuring

• Delayering

• Targeting

G&A

Volume

• Reduce cost

structure to

match 2017

volume

levels

• Cranes

focus


Developing core competencies across the company

Aerial Work

Platforms Cranes

Materials

Processing

Lifecycle

Solutions

Services

Spare Parts

Technology and Innovation

Strategic

Sourcing

Commercial

Excellence

Customer Offerings and Value Propositions

Sales and Pricing Execution

Dealer Management

Global Sourcing Organization

Standard Sourcing Processes, Tools and Training

Supplier Development and Management

Execute to Win: Priority Areas


Cash Flow from Operations +

After-tax Proceeds from Divestures

Optimal Capital Structure

Organic Growth Investments

Restructuring Investments

Efficient Returns of Capital

to Shareholders

• Refinanced Senior Notes and

Senior Secured Credit Facility

• Formalized Restructuring Plans

• Increased quarterly dividend by 14%

• Announced $350M additional share

repurchase authorization

Disciplined Capital Allocation


Financial Summary

• Sales down 16.5% in Q4,

down 11.5% for the full year

• Q4 EPS of ($2.96) as

reported, $0.07 as adjusted(1),

full year EPS of ($1.79) as

reported, $0.88 as adjusted(1)

• Net cash provided by

operating activities of $367

million, free cash flow(1) of

$189 million for the year

• Backlog down 9% year on

year

(1) See the appendix for reconciliation to US GAAP

Results are Continuing Operations, Except Cash Figures


2016 Adjustments USD Millions

Restructuring &

Related

Deal Related

Q4 Full Year

$89 • Primarily Cranes

restructuring $137

• Primarily Cranes

restructuring

($9) • Gain on sale of

businesses

• Transaction costs

$21 • Transaction costs

• Gain on sale of

businesses

Total Pre-Tax $309 $387

Goodwill/Asset

Impairment $220

• Cranes goodwill

• Portfolio focus

• ERP

$220 • Cranes goodwill

• Portfolio focus

• ERP

Transformation $9 • Execute to Win

priority areas $9 • Execute to Win

priority areas

Tax Related ($56) • Tax valuation releases

• Tax on repatriation

related to MHPS sale

• Tax on repatriation

related to MHPS sale $34


Q4 Operating Results USD Millions, except Earnings per Share

Note: Results shown are for Continuing Operations, Except ROIC


Q4 2016 Q4 2016 Q4 2015 Q4 2015

As Reported As Adjusted(1)As Reported As Adjusted(1)

Net Sales $974.7 $974.7 $1,167.6 $1,167.6

% Change vs 2015 (16.5%) (16.5%)

Income From Operations (272.1) 23.4 57.2 62.8

Operating Margin (27.9%) 2.4% 4.9% 5.4%

Interest & Other Income (Expense) (36.9) (23.3) (30.5) (26.2)

Effective Tax Rate (1.7%) n/m 11.2% 12.8%

Earnings per Share ($2.96) $0.07 $0.22 $0.29

EBITDA(1) ($254.2) $41.3 $74.4 $80.0

% Net Sales (26.1%) 4.2% 6.4% 6.9%

ROIC(1) 17.7% 6.6%


Full Year Operating Results USD Millions, except Earnings per Share

Note: Results shown are for Continuing Operations, Except ROIC

(1) See appendix for reconciliation to US GAAP

FY 2016 FY 2016 FY 2015 FY 2015

As Reported As Adjusted(1)As Reported As Adjusted(1)

Net Sales $4,443.1 $4,443.1 $5,021.7 $5,021.7

% Change vs 2015 (11.5%) (11.5%)

Income From Operations (147.8) 207.9 323.7 343.6

Operating Margin (3.3%) 4.7% 6.4% 6.8%

Interest & Other Income (Expense) (122.9) (92.0) (128.0) (115.1)

Effective Tax Rate 28.6% 18.1% 34.5% 32.4%

Earnings per Share ($1.79) $0.88 $1.17 $1.41

EBITDA(1) ($79.2) $276.5 $390.8 $410.7

% Net Sales (1.8%) 6.2% 7.8% 8.2%

ROIC(1) 17.7% 6.6%


2016 2017 2018-2024

(1) Excludes other debt of approximately $16M for Continuing Operations; 6.5% Notes to be redeemed April 2017

• Reduced debt by $600M (~37%)

• 25 bps. spread reduction on term loans

• 0.375% rate reduction on Sr. Notes

• Extended maturities by 3-4 years

Debt Structure(1)

~$95M

~$60M

Annual Interest Expense

~$70M

2016 YE 2017 - 2024

~$1.6B

~$1.0B

$850M

$300M

L+275 $224M

Euro TL Eliminated

Improved

Eliminated

Improved

$600M

US TL

E+275 $205M

US TL

6.5% Notes

6.0% Notes

L+250

$400M

5.625%

Notes

• Reduced interest run-rate by ~$35M

• Resized revolver from $600M to $450M

Debt Refinancing


Aerial Work Platforms

• New product introductions well

received: XC line, Electric and Hybrid

drive Z-booms

• Footprint rationalization helping offset

margin compression

• NA non-residential construction

positive but replacement cycle

curtailing demand

• Western Europe stable

• Long term fundamentals favorable


Cranes

• Continued market softness in

mobile cranes

• Tower cranes steady

• North American utilities market

stable

Demag® AC 220-5

Terex RT-90

• Significant restructuring

underway – footprint and

SG&A

• Positive order activity for new

Demag AC models


Materials Processing

PT 600 • Concrete market continuing to grow

• Crushing & Screening market stable

in aggregates

• Fuchs® material handler volume tied

to scrap metal prices

• Consistent financial performance

• Strong backlog leaving 2016

• Positioned to benefit from

construction spending growth


2017 Outlook

Focus, Simplify and Execute to Win:

• Complete remaining portfolio actions

• Execute footprint and cost structure

actions

• Expand capabilities in commercial

excellence and strategic sourcing

Mixed global markets:

• North American replacement cycle

impacting AWP demand

• Mobile crane markets remain

challenging

• Crushing and screening markets

stable, growth in concrete


2017 Guidance

(1) Excludes the impact of future divestitures, restructuring, transformation and other unusual items

USD Millions

Net Sales Operating Profit

Guidance(1) Guidance(1)

AWP Down ~ 12% ~ 8%

Cranes Down ~ 11% ~ (2%)

MP Up ~ 1% ~ 9.5%

Corporate & Other ~ $90 ~ ($35)



(2) Excludes the impact of future divestitures, restructuring, transformation and other unusual items, with the exception of Free Cash Flow

(3) 2017 EPS guidance assumes 2016 year ending share count of 105.8 million and no impact from our ownership interest in Konecranes

(4) Depreciation/Amortization excludes $5.4 million of bank fee amortization not included in Income (loss) from operations

(5) $180 - $230 million excluding the impact of planned restructuring, transformation, and re-financing cash costs

2017 Guidance USD Millions, except Earnings per Share

Continuing Operations 2017

As Reported As Adjusted(1) Guidance(2)

Net Sales $4,443 $4,443 ~ $3.9 Billion

Operating Margin (3.3%) 4.7% ~ 4.5%

EPS(3) (1.79) 0.88 0.60 - 0.80

Interest/Other Expense (122.9) (92.0) ~ (70)

Tax Rate 28.6% 18.1% 27.0%

Depreciation/Amortization(4) 68.6 68.6 ~ 65

Cash Used for Restructuring,

Transformation and Re-financing~ 180

Free Cash Flow 189.3 0 - 50(5)

2016


Questions?


Appendix


$ % $ %

Terex 266 33% (106) (9%)

Corp & Other (6) (18%) (25) (48%)

MP 13 6% 67 45%

Cranes 6 2% (84) (21%)

AWP 253 100% (64) (11%)

Sequential

Change

Year on Year

Change

524 421

218

704 706

441

301

570 517

342 253

506

652

636

527

512 535

514

401

407 398

355

317

323

156

150

128

130 193

153

139

149 187

169

203

216

144

113

71

60

90

74

42

52 58

54

33

27

Mar-14 Jun-14 Sep-14 Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16 Jun-16 Sep-16 Dec-16

AWP Cranes MP Corporate & Other

1,182

1,406

1,524

883

1,476

944

1,178

1,320

1,160

920

806

1,072

Backlog Trend

Backlog shown is Continuing Operations, deliverable in less than 12 months

Q4

Q4 Q4

USD Millions


North America

Western Europe Asia/ Pacific

E. Europe, Middle

East & Africa

LATAM

Sales by Geography(1) 2016 vs 2015

(13)%

Actual FX-Adj.

(13)% Q4

Actual FX-Adj.

Q4

Actual FX-Adj.

Q4

(24)%

Actual FX-Adj.

(21)% Q4

Actual FX-Adj.

Q4

Global Sales

10%

(56)% (57)%

(26)% (22)%

9%

(1) Continuing Operations

(13)%

Actual FX-Adj.

(13)% FY

Actual FX-Adj.

FY

Actual FX-Adj.

FY

(28)%

Actual FX-Adj.

(26)% FY

Actual FX-Adj.

FY 7%

(44)% (42)%

(3)%

4% 0%

21%

16%

9%3%

51%

2016 Q4

Western Europe

Asia / Pacific

E. Eu, ME, Africa

LATAM

North America

23%

13%

10%5%

49%

2015 Q4


Aerial Work Platforms

(1) See further in the appendix for reconciliation to US GAAP

$392 $947 $512 $383 $444 $701 $418 $409 $378 $619

66%

206%

100%

57%

80%

162%

83%

70%

80%

170%

0%

50%

100%

150%

200%

250%

$0

$200

$400

$600

$800

$1,000

Q3 '14 Q4 '14 Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16

Net Bookings Book-to-Bill Ratio

USD Millions

Q4 '16 Q4 '15 FY '16 FY '15

Net Sales 379.0$ 459.3$ 1,977.8$ 2,246.0$

% Change vs. '15 (17.5%) (11.9%)

Operating Profit (Loss), as reported 18.2 41.6 177.4 270.2

Operating Margin % 4.8% 9.1% 9.0% 12.0%

Operating Profit (Loss), as adjusted(1) 18.5 41.6 185.2 270.2


Backlog 506 570

% Change vs. '15 (11%)


Cranes

$252 $423 $340 $400 $272 $416 $293 $279 $228 $318

67%

97% 97%95%

74%

103% 97%

82%

83%

102%

0%

20%

40%

60%

80%

100%

120%

$50

$100

$150

$200

$250

$300

$350

$400

$450

Q3 '14 Q4 '14 Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16


USD Millions

Q4 '16 Q4 '15 FY '16 FY '15

Net Sales 327.0$ 406.2$ 1,274.5$ 1,566.5$

% Change vs. '15 (19.5%) (18.6%)

Operating Profit (Loss), as reported (280.2) 20.5 (321.7) 56.3

Operating Margin % (85.7%) 5.0% (25.2%) 3.6%

Operating Profit (Loss), as adjusted(1) (7.1) 20.5 (25.9) 60.7

Operating Margin % (2.2%) 5.0% (2.0%) 3.9%

Backlog 323 407

% Change vs. '15 (21%)



Materials Processing USD Millions

$191 $231 $266 $183 $214 $244 $261 $236 $265 $236

88%

101%

130%

77%

93%

104%

119%

94%

118%

100%

0%

20%

40%

60%

80%

100%

120%

140%

0

40

80

120

160

200

240

280

Q3 '14 Q4 '14 Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16


Q4 '16 Q4 '15 FY '16 FY '15

Net Sales 236.3$ 241.5$ 944.5$ 940.1$

% Change vs. '15 (2.2%) 0.5%

Operating Profit (Loss), as reported 22.4 13.8 86.3 68.6


Operating Profit (Loss), as adjusted(1) 23.9 14.2 89.1 72.1


Backlog 216 149

% Change vs. '15 45%



Q4 2016 Adjustments USD Millions, except Earnings per Share

(1) Excludes $0.2 million net loss attributable to non-controlling interest

Q4 2016 Q4 2016

As Reported As Adjusted

Net Sales 974.7$ - - - - - 974.7$

Income (loss) from Operations (272.1) 3.4 88.6 9.3 194.2 - 23.4

Interest & Other Income (Expense) (36.9) (12.4) 0.6 - 25.4 - (23.3)

Income (Loss) from Cont. Ops. Before Taxes (309.0) (9.0) 89.2 9.3 219.6 - 0.1

Benefit from (Provision for) Income Taxes (5.1) 3.0 (5.5) (2.6) (16.6) 33.9 7.1

Income (Loss) from Continuing Operations(1) (313.9)$ (6.0) 83.7 6.7 203.0 33.9 7.4$

Earnings (loss) per Share (2.96)$ (0.06)$ 0.79$ 0.06$ 1.92$ 0.32$ 0.07$

Deal RelatedRestructuring

& Related

Goodwill/Asset

ImpairmentTransformation Tax Related


Q4 2015 Q4 2015


Net Sales 1,167.6$ - - 1,167.6$

Income (loss) from Operations 57.2 1.6 4.0 62.8

Interest & Other Income (Expense) (30.5) 4.3 - (26.2)

Income (Loss) from Cont. Ops. Before Taxes 26.7 5.9 4.0 36.6

Benefit from (Provision for) Income Taxes (3.0) (0.9) (0.8) (4.7)

Income (Loss) from Continuing Operations(1) 23.8$ 5.0 3.2 32.0$

Earnings (loss) per Share 0.22$ 0.05$ 0.02$ 0.29$

Deal Related

Restructuring

& Related

Q4 2015 Adjustments USD Millions, except Earnings per Share



As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted

AWP $ 18.2 $ 0.3 $ 18.5 $ 41.6 $ - $ 41.6

Cranes (280.2) 273.1 (7.1) 20.5 - 20.5

MP 22.4 1.5 23.9 13.8 0.4 14.2

Corporate & Other (32.5) 20.6 (11.9) (18.7) 5.2 (13.5)

Continuing

Operations(272.1)$ 295.5$ 23.4$ 57.2$ 5.6$ 62.8$

Q4 2016 Q4 2015

Q4 Adjusted OP by Segment USD Millions


Full Year 2016 Adjustments USD Millions, except Earnings per Share


FY 2016 FY 2016


Net Sales 4,443.1$ - - - - - 4,443.1$

Income (loss) from Operations (147.8) 15.6 136.6 9.3 194.2 - 207.9

Interest & Other Income (Expense) (122.9) 4.9 0.6 - 25.4 - (92.0)

Income (Loss) from Cont. Ops. Before Taxes (270.7) 20.5 137.2 9.3 219.6 - 115.9

Benefit from (Provision for) Income Taxes 77.4 (3.4) (19.9) (2.6) (16.6) (55.8) (20.9)

Income (Loss) from Continuing Operations(1) (193.0)$ 17.1 117.3 6.7 203.0 (55.8) 95.3$

Earnings (loss) per Share (1.79)$ 0.16$ 1.09$ 0.06$ 1.88$ (0.52)$ 0.88$

Deal

Related

Restructuring

& Related

Tax

Related

Goodwill/Asset

ImpairmentTransformation


FY 2015 FY 2015


Net Sales 5,021.7$ - - - 5,021.7$

Income (loss) from Operations 323.7 1.6 15.8 2.5 343.6

Interest & Other Income (Expense) (128.0) 12.9 - - (115.1)

Income (Loss) from Cont. Ops. Before Taxes 195.7 14.5 15.8 2.5 228.5

Benefit from (Provision for) Income Taxes (67.5) (1.6) (4.1) (0.9) (74.1)

Income (Loss) from Continuing Operations(1) 128.4$ 12.9 11.7 1.6 154.6$

Earnings (loss) per Share 1.17$ 0.12$ 0.11$ 0.01$ 1.41$

Deal Related

Restructuring

& Related

Product

Campaign

Full Year 2015 Adjustments USD Millions, except Earnings per Share



As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted

AWP $ 177.4 $ 7.8 $ 185.2 $ 270.2 $ - $ 270.2

Cranes (321.7) 295.8 (25.9) 56.3 4.4 60.7

MP 86.3 2.8 89.1 68.6 3.5 72.1

Corporate & Other (89.8) 49.3 (40.5) (71.4) 12.0 (59.4)

Continuing

Operations(147.8)$ 355.7$ 207.9$ 323.7$ 19.9$ 343.6$

YTD 2015YTD 2016

Full Year Adjusted OP by Segment USD Millions


Glossary

In an effort to provide investors with additional information regarding the Company’s results, Terex

refers to various GAAP (U.S. generally accepted accounting principles) and non-GAAP financial

measures which management believes provides useful information to investors. These non-GAAP

measures may not be comparable to similarly titled measures being disclosed by other companies.

In addition, the Company believes that non-GAAP financial measures should be considered in

addition to, and not in lieu of, GAAP financial measures. Terex believes that this non-GAAP

information is useful to understanding its operating results and the ongoing performance of its

underlying businesses. Management of Terex uses both GAAP and non-GAAP financial measures to

establish internal budgets and targets and to evaluate the Company’s financial performance against

such budgets and targets.

The amounts described below are unaudited, are reported in millions of U.S. dollars (except per

share data and percentages), and are as of or for the period ended December 31, 2016, unless

otherwise indicated.

As changes in foreign currency exchange rates have a non-operating impact on the translation of our

financial results, we believe excluding the effect of these changes assists in the assessment of our

business results between periods. We calculate the translation effect of foreign currency exchange

rate changes by translating the current period results at the rates that the comparable prior periods

were translated to isolate the foreign exchange component of the fluctuation from the operational

component.


Glossary: Free Cash Flow USD Millions

Free Cash Flow - We calculate a non-GAAP measure of free cash flow. We define free cash flow as

Net cash provided by (used in) operating activities, plus (minus) increases (decreases) in Terex

Financial Services (“TFS”) assets, plus (minus) decreases (increases) in cash balances held for

settlement on securitized assets, less Capital expenditures. We believe that the measure of free

cash flow provides management and investors further useful information on cash generation or use

in our primary operations.

2016 2015 2016 2015

Net cash provided by (used in) operating activities 276.2$ 269.5$ 367.0$ 212.9$

Increase (Decrease) in TFS Assets (51.1) 9.2 (110.9) 186.7

(Increase) Decrease in cash for securitization settlement - (1.4) 6.2 (6.2)

Capital expenditures (8.8) (30.4) (73.0) (103.8)

Free Cash Flow 216.3$ 246.9$ 189.3 289.6$

Three Months

Ended December 31,

Full Year

Ended December 31,


Glossary: Debt & Net Debt USD Millions

Debt is calculated using the Condensed Consolidated Balance Sheet amounts for Notes payable

and current portion of long-term debt plus Long-term debt, less current portion plus debt from

liabilities held for sale. Net Debt is calculated as Debt less Cash and cash equivalents, including

amounts in assets held for sale. These measures aid in the evaluation of the Company’s financial

condition.

Long-term debt, less current portion $ 1,562.0 $ 1,729.8

Notes payable and current portion of long-term debt 13.8 66.4

Debt included in liabilities held for sale 16.8 13.9

Debt 1,592.6 1,810.1

Less: Cash and cash equivalents (428.5) (371.2)

Less: Cash and cash equivalents in assets held for sale (73.4) (95.3)

Net Debt $ 1,090.7 $ 1,343.6

December

31, 2016

December

31, 2015


Net income (loss) attributable to Terex Corporation $ (267.2) $ 16.5 $ (176.1) $ 145.9

Net income (loss) attributable to noncontrolling interest 0.8 0.1 0.6 3.1

Net income (loss) (266.4) 16.6 (175.5) 149.0

(Gain) loss on disposition of discontinued operations- net of tax — (1.9) (3.5) (3.4)

(Income) loss from discontinued operations – net of tax (47.7) 9.0 (14.3) (17.4)

Income (loss) from continuing operations (314.1) 23.7 (193.3) 128.2

Provision for (benefit from) income taxes 5.1 3.0 (77.4) 67.5

Interest & Other (Income) Expense 36.9 30.5 122.9 128.0

Income (loss) from operations (272.1) 57.2 (147.8) 323.7

Depreciation 17.1 16.4 65.5 63.9

Amortization 2.2 2.2 8.5 8.5

Bank fee amortization not included in Income (loss) from operations (1.4) (1.4) (5.4) (5.3)

EBITDA (254.2) 74.4 (79.2) 390.8

Operating profit adjustments 295.5 5.6 355.7 19.9

Adjusted EBITDA $ 41.3 $ 80.0 $ 276.5 $ 410.7

2015 2016 2015

Ended December 31,

Full YearThree Months

Ended December 31,

2016

Glossary: EBITDA USD Millions

EBITDA is defined as earnings, before interest, other non-operating income (loss), income (loss) attributable to non-controlling interest,

taxes, depreciation and amortization. The Company calculates this by subtracting the following items from Net income (loss) attributable

to Terex Corporation: Net loss (income) attributable to noncontrolling interests; (Gain) loss on disposition of discontinued operations- net

of tax; and (Income) loss from discontinued operations – net of tax. Then adds the Provision for (benefit from) income taxes; Interest &

Other (Income) Expense; the Depreciation and Amortization amounts reported in the Consolidated Statement of Cash Flows less

amortization of debt issuance costs that are recorded in Interest expense. Terex believes that disclosure of EBITDA will be helpful to those reviewing its performance, as EBITDA provides information on Terex’s

ability to meet debt service, capital expenditure and working capital requirements, and is also an indicator of profitability.


Glossary: ROIC

Return on Invested Capital (“ROIC”) continues to be a metric we use to measure our

performance. ROIC and Non-GAAP Measures assist in showing how effectively we utilize capital

invested in our operations. After-tax ROIC is determined by dividing the sum of NOPAT for each of

the previous four quarters by the average of the sum of Total Terex Corporation stockholders’ equity

plus Debt (as defined below) less Cash and cash equivalents for the previous five quarters. NOPAT

for each quarter is calculated by multiplying Income (loss) from continuing and discontinued

operations by a figure equal to one minus the effective tax rate of the Company. We believe that

earnings from discontinued operations, as well as the net assets that comprise those operations’

invested capital, should be included in this calculation because it captures the financial returns on

our capital allocation decisions for the measured periods. Furthermore, we believe returns on capital

deployed in TFS do not represent our primary operations and, therefore, TFS assets and results

from operations have been excluded from the Non-GAAP Measures. The effective tax rate is equal

to the (Provision for) benefit from income taxes divided by Income (loss) from continuing operations

before income taxes for the respective quarter. Debt is calculated using amounts for Notes payable

and current portion of long-term debt plus Long-term debt, less current portion. We calculate ROIC

using the last four quarters’ adjusted 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.


Glossary: ROIC Continued USD Millions

See reconciliation of adjusted amounts below on the following ROIC tables. Amounts are as of and for the three months ended for

the period referenced in the tables.

Provision for (benefit from) income taxes as adjusted $ (3.5) $ (7.6) $ (61.4) $ 5.0

Divided by: Income (loss) before income taxes as adjusted (269.9) 89.7 3.1 (69.4)

Effective tax rate 1.3% (8.5%) (1980.6%) (7.2%)

Income (loss) from operations as adjusted $ (228.0) $ 118.9 $ 30.8 $ (43.4)

Multiplied by: 1 minus Effective tax rate 98.7% 108.5% 2080.6% 107.2%

Adjusted net operating income (loss) after tax $ (225.0) $ 129.0 $ 640.8 $ (46.5)

Debt (as defined above) as adjusted $ 1,592.6 $ 1,688.0 $ 1,709.0 $ 1,830.9 $ 1,810.1

Less: Cash and cash equivalents as adjusted (501.9) (343.7) (298.1) (323.6) (466.5)

Debt less Cash and cash equivalents as adjusted $ 1,090.7 $ 1,344.3 $ 1,410.9 $ 1,507.3 $ 1,343.6

Total Terex Corporation stockholders’ equity as adjusted $ 1,246.2 $ 1,588.1 $ 1,527.2 $ 1,501.0 $ 1,528.0

Debt less Cash and cash equivalents plus Total Terex Corporation

stockholders’ equity as adjusted$

2,336.9$

2,932.4$

2,938.1$

3,008.3$

2,871.6

December 31, 2016 ROIC 17.7%

Adjusted net operating income (loss) after tax (last 4 quarters) $ 498.3

Average Debt less Cash and cash equivalents plus Total Terex

Corporation stockholders’ equity as adjusted (5 quarters)$

2,817.5

Dec '16 Sep '16 Jun '16 Mar '16 Dec '15


Glossary: ROIC Continued USD Millions

Three

months

Ended

12/31/16

Three

months

Ended

9/30/16

Three

months

Ended

06/30/16

Three

months

Ended

03/31/16

Reconciliation of Provision for (benefit from) income taxes:

Provision for (benefit from) income taxes from continuing

operations 5.1 (19.3) (67.1) 3.9

Provision for (benefit from) income taxes from discontinued

operations (8.6) 11.7 5.7 1.1

Provision for (benefit from) income taxes as adjusted$ (3.5) (7.6) (61.4) 5.0

Reconciliation of Income (loss) before income taxes:

Income (loss) from continuing operations before income taxes (309.0) 13.9 42.5 (18.1)

Income (loss) from discontinued operations before income taxes 39.1 75.8 (39.4) (51.3)

Income (loss) before income taxes from operations as adjusted $ (269.9) 89.7 3.1 (69.4)

Reconciliation of income (loss) from operations:

Income (loss) from operations $ (272.1) 39.6 73.4 11.3

Income (loss) from discontinued operations 50.8 79.5 (39.3) (53.0)

Income (loss) from operations of TFS (6.7) (0.2) (3.3) (1.7)

Income (loss) from operations as adjusted $ (228.0) $ 118.9 $ 30.8 $ (43.4)

As of

12/31/16

As of

9/30/16

As of

6/30/16

As of

03/31/16

As of

12/31/15

Reconciliation of Cash and cash equivalents:

Cash and cash equivalents from continuing operations $ 428.5 $ 248.8 $ 200.8 $ 216.2 $ 371.2

Cash and cash equivalents in assets held for sale 73.4 94.9 97.3 107.4 95.3

Cash and cash equivalents as adjusted $ 501.9 $ 343.7 $ 298.1 $ 323.6 $ 466.5

Reconciliation of Debt:

Debt from continuing operations $ 1,575.8 $ 1,663.5 $ 1,686.3 $ 1,809.1 $ 1,796.2

Debt included in liabilities held for sale 16.8 24.5 22.7 21.8 13.9

Debt as adjusted $ 1,592.6 $ 1,688.0 $ 1,709.0 $ 1,830.9 $ 1,810.1

Reconciliation of Terex Corporation stockholders’ equity:

Terex Corporation stockholders’ equity as reported $ 1,484.7 $ 1,877.7 $ 1,856.1 $ 1,855.1 $ 1,877.4

TFS assets (238.5) (289.6) (328.9) (354.1) (349.4)

Terex Corporation stockholders’ equity as adjusted $ 1,246.2 $ 1,588.1 $ 1,527.2 $ 1,501.0 $ 1,528.0

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Q4 2016 Conference Call · This presentation contains forward-looking information regarding future events or the Company’s future financial performance based on ... •Portfolio