Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) September 30, 2024

TEREX CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-10702	34-1531521
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

	301 Merritt 7, 4th Floor	Norwalk	Connecticut	06851
	(Address of Principal Executive Offices)			(Zip Code)

Registrant's telephone number, including area code (203) 222-7170

NOT APPLICABLE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	TEX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.	¨

Item 7.01 Regulation FD Disclosure.

On September 30, 2024, Terex Corporation (“Terex” or the “Company”) issued a press release announcing that it commenced a private offering (the “Private Offering”) of $750.0 million in aggregate principal amount of senior notes due 2032 (the “Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Terex also announced that it is seeking, concurrently with the Private Offering, to amend (the “Amendment”) its existing credit agreement (i) to increase the size of its revolving credit facilities to $800.0 million from $600.0 million and to extend the maturity of the revolving credit facilities to the fifth anniversary of the closing of the Acquisition (as defined below) and (ii) to provide for a new term loan facility which will mature on the seventh anniversary of the closing of the Acquisition and pursuant to which Terex expects to incur term loans in an aggregate amount of up to $1,250.0 million pursuant to previously announced commitments.

There can be no assurance that Terex will be able to complete the Private Offering or the Amendment on terms and conditions favorable to it or at all. The Private Offering and the Amendment are being made in connection with Terex’s previously announced acquisition (the “Acquisition”) of the subsidiaries and assets of Dover Corporation (“Dover”) that constitute Dover’s Environmental Solutions Group (“ESG”).

In connection with the proposed Private Offering, Terex provided potential investors with a preliminary offering memorandum, dated September 30, 2024 (the “Preliminary Offering Memorandum”), which contains (i) information prepared in connection with the Private Offering not previously disclosed by Terex and (ii) financial information of ESG as of and for the years ended December 31, 2023 and 2022 and as of and for the six months ended June 30, 2024 and 2023. This information is included in Exhibit 99.2 attached hereto and is incorporated herein by reference. The Preliminary Offering Memorandum also contains unaudited pro forma condensed combined financial statements and notes thereto giving effect to the Acquisition and other transactions described therein. This pro forma financial information is included in Exhibit 99.3 attached hereto and is incorporated herein by reference.

In addition, in connection with Terex’s financing of the Acquisition, Dover provided audited combined financial statements of ESG as of and for the fiscal years ended December 31, 2023 and 2022 and unaudited interim condensed combined financial data as of June 30, 2024 and for the six months ended June 30, 2024 and 2023. The financial statements of ESG have been carved out of the financial statements of Dover, and may not necessarily be indicative of the amounts that would have been reflected in ESG's financial statements had ESG operated independently of Dover. The foregoing audited combined financial statements and unaudited interim condensed combined financial data of ESG are included in Exhibits 99.4 and 99.5 attached hereto, respectively, and are incorporated herein by reference.

The information in Item 7.01 on this Current Report on Form 8-K and the Exhibits attached hereto are being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall any such information or exhibits be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act.

The information furnished in this Current Report on Form 8-K pursuant to Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is neither an offer to sell nor a solicitation of an offer to buy any of the Notes or the related guarantees in the Private Offering.

Cautionary Note Concerning Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking information (within the meaning of Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995) regarding future events or Terex’s future financial performance that involve certain contingencies and uncertainties. In addition, when included herein, the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “will” 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. Terex has based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements.

Because forward-looking statements involve risks and uncertainties, actual results could differ materially from those risks reflected in such forward-looking statements. Such risks and uncertainties, many of which are beyond the control of Terex, include, among others, (1) the consummation and the timing of the Private Offering and the Amendment, (2) the consummation of the Acquisition and (3) those risks and uncertainties described under the caption “Risk Factors” in Terex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2024, Terex’s Quarterly Report on Form 10-Q for the quarterly period June 30, 2024 filed with the SEC on July 31, 2024 and the risk factors in Exhibit 99.2 attached hereto.

Actual events or the actual future results of Terex may differ materially from any forward-looking statement due to these and other risks, uncertainties and material factors. The forward-looking statements speak only as of the date hereof. Terex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included herein to reflect any changes in expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

99.1		Press release of Terex Corporation issued on September 30, 2024.

99.2		Portions of the Preliminary Offering Memorandum, dated September 30, 2024, prepared in connection with the Private Offering.

99.3		Unaudited Pro Forma Condensed Combined Financial Statements, together with the notes thereto, from the Preliminary Offering Memorandum, dated September 30, 2024, prepared in connection with the Private Offering.

99.4		Audited Combined Financial Statements of ESG as of December 31, 2023 and December 31, 2022 and for the years then ended, together with the notes thereto and the independent auditor’s report thereon.

99.5		Unaudited Condensed Combined Financial Statements of ESG as of June 30, 2024 and for the six months ended June 30, 2024 and June 30, 2023.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 30, 2024

	By:	/s/ Julie A. Beck
		Julie A. Beck
		Senior Vice President and Chief Financial Officer

Exhibit 99.1

Terex Corporation Announces Launch of Private Offering of $750 Million of Senior Notes Due 2032

NORWALK, CT. September 30, 2024--- Terex Corporation (“Terex”) (NYSE:TEX) today announced that it intends to offer, subject to market and other conditions, $750 million in aggregate principal amount of senior notes due 2032 (the “Notes”) in a private offering (the “Private Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).

Terex intends to use the proceeds from the Private Offering, together with the new term loan borrowings described below and cash on hand, to consummate Terex’s previously announced acquisition (the “Acquisition”) of the subsidiaries and assets of Dover Corporation (“Dover”) that constitute Dover’s Environmental Solutions Group (“ESG”), and to pay related fees, costs and expenses.

The Notes and the related guarantees will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related guarantees have not been, and will not be, registered under the Securities Act, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and the rules promulgated thereunder.

Concurrently with the Private Offering, Terex is also seeking to amend (the “Amendment”) its existing credit agreement (i) to increase the size of its revolving credit facilities to $800 million from $600 million and to extend the maturity of its revolving credit facilities to the fifth anniversary of the closing of the Acquisition and (ii) to provide for a new term loan facility which will mature on the seventh anniversary of the closing of the Acquisition and pursuant to which Terex expects to incur term loans in an aggregate amount of up to $1,250 million. There can be no assurance that Terex will be able to complete the Private Offering or the Amendment on terms and conditions favorable to it or at all.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or the related guarantees in any jurisdiction.

Forward Looking Statements:

This press release contains forward-looking information (within the meaning of Section 27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995) regarding future events or Terex’s future financial performance that involve certain contingencies and uncertainties. In addition, when included in this press release, the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “will” 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. Terex has based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements.

Actual events or the actual future results of Terex may differ materially from any forward-looking statement due to these and other risks, uncertainties and material factors. The forward-looking statements speak only as of the date of this release. Terex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included in this release to reflect any changes in expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based.

About Terex:

Terex is a global manufacturer of materials processing machinery and aerial work platforms. We design, build and support products used in maintenance, manufacturing, energy, recycling, minerals and materials management, and construction applications. 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, Australia and Asia 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) Materials Processing and (ii) Aerial Work Platforms.

Contact Information:

Derek Everitt

VP Investor Relations

Email: InvestorRelations@Terex.com

Exhibit 99.2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This document may include forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (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. In addition, when included in this document, the words “may,” “expects,” “should,” “intends,” “anticipates,” “believes,” “plans,” “projects,” “estimates,” “will” 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. We have based these forward-looking statements on current expectations and projections about future events. These statements are not guarantees of future performance. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those reflected in such forward-looking statements. Such risks and uncertainties, many of which are beyond our control, include, among others:

we may be unable to successfully integrate acquired businesses, including the ESG (as defined herein) business;

we may not realize expected benefits for any acquired businesses, including the ESG business, within the timeframe anticipated or at all;

our operations are subject to a number of potential risks that arise from operating a multinational business, including political and economic instability and compliance with changing regulatory environments;

changes in the availability and price of certain materials and components, which may result in supply chain disruptions;

consolidation within our customer base and suppliers;

our business may suffer if our equipment fails to perform as expected;

a material disruption to one of our significant facilities;

our business is sensitive to general economic conditions, government spending priorities and the cyclical nature of markets we serve;

our consolidated financial results are reported in United States (“U.S.”) dollars while certain assets and other reported items are denominated in the currencies of other countries, creating currency exchange and translation risk;

our 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;

the financial condition of customers and their continued access to capital;

exposure from providing credit support for some of our customers;

we may experience losses in excess of recorded reserves;

our industry is highly competitive and subject to pricing pressure;

our ability to successfully implement our strategy and the actual results derived from such strategy;

increased cybersecurity threats and more sophisticated computer crime;

increased regulatory focus on privacy and data security issues and expanding laws;

our ability to attract, develop, engage and retain team members;

possible work stoppages and other labor matters;

litigation, product liability claims and other liabilities;

changes in import/export regulatory regimes, the imposition of tariffs, escalation of global trade conflicts and unfairly traded imports, particularly from China, could continue to negatively impact our business;

compliance with environmental regulations could be costly and our failure to meet sustainability expectations or standards or to achieve our sustainability goals could adversely impact our business;

our compliance with the U.S. Foreign Corrupt Practices Act and similar worldwide anti-corruption laws;

our ability to comply with an injunction and related obligations imposed by the U.S. Securities and Exchange Commission (the “SEC”);

our levels of indebtedness and debt service obligations, including changes in our credit ratings, material increases in our cost of borrowing or the failure of financial institutions to fulfill their commitments to us under committed facilities;

the possibility that we may incur additional indebtedness in the future;

limitations on operating our business as a result of covenant restrictions under our indebtedness, and our ability to pay amounts due on the notes offered in the notes offering;

our ability to repurchase the notes offered in the notes offering upon a change of control; and

other factors.

The above list is not exhaustive. Some of these factors and additional risks, uncertainties and other factors that may cause our actual results, performance or achievements to be different from those expressed or implied in our written or oral forward-looking statements may be found under “Risk Factors” contained in this document and under “Risk Factors” in Terex Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 9, 2024 (the “2023 10-K”) and Terex Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 filed with the SEC on July 31, 2024 (the “2024 Q2 10-Q”).

Actual events or our actual future results may differ materially from any forward-looking statement due to these and other risks, uncertainties and significant factors. The forward-looking statements contained herein speak only as of September 30, 2024. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this document to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

BASIS OF PRESENTATION

As used in this document, unless otherwise specified or the context otherwise requires, “Terex,” “issuer,” “we,” “our,” “us” and the “Company” refer to Terex Corporation and its consolidated subsidiaries.

This document includes unaudited historical consolidated financial data for the twelve months ended June 30, 2024 of Terex and unaudited historical combined financial data for the twelve months ended June 30, 2024 of ESG. This document also includes unaudited pro forma condensed combined financial information of Terex as of June 30, 2024 and for the year ended December 31, 2023 and the twelve months ended June 30, 2024. The unaudited pro forma condensed combined balance sheet as of June 30, 2024 has been prepared to give effect to the Transactions (as defined herein) as if they had occurred on June 30, 2024. The unaudited pro forma condensed combined statement of operations for the twelve months ended June 30, 2024 has been prepared to give effect to the Transactions as if they had occurred on July 1, 2023. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2023 have been prepared to give effect to the Transactions as if they had occurred on January 1, 2023. For further information regarding the basis of presentation of the unaudited historical financial data for the twelve months ended June 30, 2024 of Terex and ESG, see “Summary Historical Financial Information of Terex” and “Summary Historical Financial Information of ESG,” respectively. For further information regarding the basis of presentation of the unaudited pro forma financial information included in this document, see “Summary Pro Forma Financial Information” and our unaudited pro forma financial statements and related notes included as Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC on September 30, 2024 (the “Unaudited Pro Forma Financial Statements”).

Certain monetary amounts, percentages and other figures included herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

NON-GAAP FINANCIAL MEASURES

In this document, we refer to various U.S. generally accepted accounting principles (“GAAP”) 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.

INDUSTRY DATA

Information in this document concerning industry information, including our general expectations, are based on estimates prepared by us using certain assumptions and our knowledge of these industries as well as data from third-party sources. We have not independently verified any of the data from third party sources. Our estimates involve risks and uncertainties and are subject to changes based on various factors, including those discussed under “Risk Factors” herein and under “Risk Factors” in the 2023 10-K and the 2024 Q2 10-Q.

SUMMARY

This summary highlights significant aspects of our business, but it is not complete and does not contain all of the information you should consider. You should carefully read this document, including the information presented under the section herein entitled “Risk Factors” and the financial statements and related notes in the 2023 10-K and our other periodic and current reports filed with the SEC, and the matters discussed under “Risk Factors” in the 2023 10-K and the 2024 Q2 10-Q. This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking statements as a result of certain factors, including those set forth under the sections entitled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in the 2023 10-K and the 2024 Q2 10-Q, and under the section entitled “Risk Factors.”

Acquisition of ESG

On July 21, 2024, we entered into a Transaction Agreement (the “Transaction Agreement”) with Dover Corporation (“Dover”). Pursuant to the Transaction Agreement, we will acquire the subsidiaries and assets of Dover that constitute Dover’s Environmental Solutions Group (“ESG”), a fully integrated equipment group serving the solid waste and recycling industry, along with associated intellectual property and other assets used in the ESG business (the “Acquisition”), for consideration of $2,000.0 million. The consideration will be paid in cash and is subject to post-closing adjustments based upon the level of net working capital and cash and debt in the ESG business at the closing date. We currently anticipate closing the Acquisition, which is subject to the satisfaction of customary non-regulatory closing conditions, later this year, although there can be no assurance that the Acquisition will close when anticipated, or at all. On September 9, 2024, the waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended, expired. As a result, no further regulatory approvals or clearances are required to satisfy the closing conditions for the Acquisition.

ESG designs and manufactures refuse collection vehicles (“RCV”), waste compaction equipment, and associated parts and digital solutions. ESG is comprised of several brands, including Heil, Marathon, Curotto-Can, and Bayne Thinline, as well as digital solutions offerings 3rd Eye and Soft-Pak, that serve the solid waste industry. ESG's broad array of turnkey products and services across equipment, digital and aftermarket offerings are complementary to Terex's businesses, which we expect will allow us to expand our customer base, provide customers with a broader suite of environmental equipment solutions, and realize economies of scale. ESG has demonstrated a track record of consistent, resilient growth, estimated to have delivered a long-term organic revenue CAGR greater than 7% from fiscal year 2013 through fiscal year 2023, supported by key acquisitions, and is estimated to have delivered 5.1% average year-over-year revenue growth from 2008 through 2023, with an attractive standard deviation of 10.5%, demonstrating a consistent level of growth historically.

ESG Financial Profile	ESG Historical Organic Growth

1. Based on revenue for the twelve months ended March 31, 2024 on a historical basis.

In addition, we will seek to leverage ESG’s strong relationships with major national customers and diversified base of smaller rental, independent and municipal customers, through a near even mix of distribution through direct and dealer channels. Below is a breakdown of ESG’s revenue mix for the twelve months ended June 30, 2024 by customer and by refuse collection channel.

*Refuse Collection Channel*	*ESG Customer Breakdown*

As a result, our acquisition of ESG is expected to enhance Terex’s scale and diversification and reduce cyclicality. We expect the transaction to deliver financially accretive revenue growth, free cash flow and EBITDA margins. The combined entity will provide a strong foundation to support our capital allocation commitment to maintain our long-term net leverage target of below 2.5x by the end of 2025 from an enhanced free cash flow profile. Our management estimates annual run rate synergies of approximately $25.0 million (excluding approximately $15.0 million of one-time costs to achieve the anticipated synergies), expected to be achieved by the end of 2026, consisting of an estimated:

$15.0 million in operational and commercial cost-based synergies from pricing optimization, manufacturing transformation and optimization of cost-out practices and management structure;

$5.0 million in cost-savings from sourcing synergies through steel and non-steel cost management actions and shared suppliers; and

$5.0 million in cost-savings from selling, general and administrative expense synergies.

We also expect to capitalize on cross-selling opportunities to enhance net sales by aligning business units across the Company. With ESG’s robust backlog of approximately $523.0 million as of June 30, 2024, Terex management has visibility into potential revenue to capitalize on in the future. In the fiscal years ended December 31, 2023 and 2022, ESG realized 167% and 176%, respectively, of its December 31, 2022 and December 31, 2021 backlog, respectively, as revenue.

Additionally, ESG increases our exposure to the growing waste recycling and scrap end market. Waste is as essential service, and the RCV market is projected to grow at a CAGR greater than 5% over the next ten years according to a third party study of the waste industry commissioned by Terex in April 2024. With the shift towards recycling driven by environmental trends, equipment with more advanced capabilities is required. ESG’s business model is anchored by multi-year contracts with recurring volumes and offers potential synergies when combined with Terex Recycling Systems, ZenRobotics and Ecotec.

Waste and Recycling End Market Growth
Source: Kaiser Associates Waste Study Commissioned by Terex Management, April 2024

Recent Developments

We have experienced, and continue to experience, lower than expected sales volume across our business segments due to channels globally making adjustments faster than anticipated. Customers in our AWP segment are reducing planned deliveries to align their fleet configuration with seasonal rental demand. In the MP segment, dealers are adjusting their inventory levels as end users gauge the macroeconomic environment. In response to such conditions, management is taking actions to align our cost structure and production plans accordingly.

SUMMARY PRO FORMA FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data has been prepared to reflect the Acquisition and the related financing transactions (together, the “Transactions”). The following summary unaudited pro forma condensed combined statement of operations data for the twelve months ended June 30, 2024 give effect to the Transactions as if they had occurred on July 1, 2023. The following summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2023 give effect to the Transactions as if they had occurred on January 1, 2023. The following summary unaudited pro forma condensed combined balance sheet data give effect to the Transactions as if they had occurred on June 30, 2024. We derived the unaudited pro forma condensed combined financial data as of and for the twelve months ended June 30, 2024 and for the year ended December 31, 2023 in the summary table below from, and they should be read together with, the Unaudited Pro Forma Financial Statements. The summary unaudited pro forma condensed combined statement of operations data for the twelve months ended June 30, 2024 combines the amounts in our unaudited condensed consolidated statement of operations for the twelve months ended June 30, 2024 with the amounts in the unaudited statement of operations of ESG for the twelve months ended June 30, 2024. The summary unaudited pro forma condensed combined financial data is provided for illustrative purposes only and, except as described below or in the Unaudited Pro Forma Financial Statements, does not reflect the costs of any integration activities or benefits that may result from the Acquisition or what our consolidated results of operations or consolidated financial position would have been had the Acquisition occurred on the dates assumed, nor are they indicative of our future consolidated results of operations or financial position and they are based on the information available at the time of their preparation. Actual results may differ materially from those reflected in the summary unaudited pro forma condensed combined financial data for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma financial statements and actual amounts. See the Unaudited Pro Forma Financial Statements.

	Twelve Months Ended June 30, 2024			Year Ended December 31, 2023

(in millions)	(unaudited)
Statement of Operations Data:
Net sales	$	6,022.4		$	5,905.1
Cost of goods sold		(4,619.1	)		(4,537.5	)
Gross profit		1,403.3			1,367.6
Selling, general and administrative expenses		(692.1	)		(674.2	)
Income (loss) from operations		711.2			693.4
Interest income		10.1			7.6
Interest expense		(192.3	)		(192.0	)
Other income (expense) - net		(36.5	)		(27.8	)
Income (loss) from continuing operations before income taxes		492.5			481.2
(Provision for) benefit from income taxes		(51.8	)		(39.3	)
Income (loss) from continuing operations		440.7			441.9
Gain (loss) on disposition of discontinued operations - net of tax		(1.0	)		1.3
Net income (loss)		439.7			443.2

	June 30, 2024
(in millions)		(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	246.3
Receivables		836.5
Inventories		1,316.3
Property, plant and equipment - net		680.1
Total assets		5,916.5
Total debt (including current portion)		2,622.1
Total stockholders’ equity		1,805.3

	Twelve Months Ended June 30, 2024			Year Ended December 31, 2023

(in millions)		(unaudited)
Other Data:
Total Pro Forma Cash Interest Expense⁽¹⁾	$	183.9		$	183.6
Total Pro Forma Adjusted EBITDA⁽²⁾		937.3			886.6
Total Pro Forma Adjusted EBITDA Margin⁽²⁾		15.6	%		15.0	%

(1)

Total pro forma cash interest expense for the twelve months ended June 30, 2024 and the year ended December 31, 2023 represents cash interest paid during the twelve months ended June 30, 2024 and the year ended December 31, 2023, respectively, as adjusted for the additional estimated cash interest expense associated with the financing transactions, including the issuance of the notes offered in the notes offering. On a pro forma basis after giving effect to the Transactions, assuming a weighted average interest rate of 6.12% on the notes offered in the notes offering and our borrowings under the new credit facilities, our cash interest expense for the twelve months ended June 30, 2024 and the year ended December 31, 2023 would have been $183.9 million and $183.6 million, respectively.

(2)

Total Pro Forma Adjusted EBITDA and Total Pro Forma Adjusted EBITDA Margin are non-GAAP measures. We present these measures because we believe they will be helpful to those reviewing our performance, as they provide information about our ability to meet debt service, capital expenditure and working capital requirements, and are also an indicator of profitability. We consider Total Pro Forma Adjusted EBITDA and Total Pro Forma Adjusted EBITDA Margin to be important supplemental measures of our performance because these calculations adjust for certain items that we believe are not indicative of our core operating performance.

Total Pro Forma Adjusted EBITDA and Total Pro Forma Adjusted EBITDA Margin have limitations as analytical tools, and do not represent, and should not be considered an alternative to, net income as defined by GAAP. Among other things, Total Pro Forma Adjusted EBITDA and Total Pro Forma Adjusted EBITDA Margin:

do not reflect our cash expenditures, or future requirements, for capital expenditures;

do not reflect changes in, or cash requirements for, our working capital needs;

do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

do not reflect any cash requirements to replace in the future assets being depreciated and amortized, even though depreciation and amortization are non-cash charges that are excluded from these measures.

We compensate for these limitations by relying primarily on our GAAP results and using Total Pro Forma Adjusted EBITDA and Total Pro Forma Adjusted EBITDA Margin only supplementally.

The following table provides an unaudited reconciliation of Terex Adjusted EBITDA and ESG Adjusted EBITDA to Total Pro Forma Adjusted EBITDA and of Total Pro Forma Revenue to Total Pro Forma Adjusted EBITDA Margin. For reconciliations of Terex Adjusted EBITDA and ESG Adjusted EBITDA to their nearest GAAP financial measures, please see “Summary Historical Financial Information of Terex” and “Summary Historical Financial Information of ESG.”

	Twelve Months Ended June 30, 2024			Year Ended December 31, 2023

(in millions)	(unaudited)
Terex Adjusted EBITDA	$	738.3		$	737.5
ESG Adjusted EBITDA		174.0			149.1
Synergies^(a)		25.0			—
Total Pro Forma Adjusted EBITDA		937.3			886.6
Total Pro Forma Revenue		6,022.4			5,905.1
Total Pro Forma Adjusted EBITDA Margin		15.6	%		15.0	%

(a)

Our management estimates annual run rate synergies of approximately $25.0 million (excluding approximately $15.0 million of one-time costs to achieve the anticipated synergies), expected to be achieved by the end of 2026, consisting of an estimated: (i) $15.0 million in operational and commercial cost-based synergies from pricing optimization, manufacturing transformation and optimization of cost-out practices and management structure, (ii) $5.0 million in cost-savings from sourcing synergies through steel and non-steel cost management actions and shared suppliers and (iii) $5.0 million in cost-savings from selling, general and administrative expense synergies.

SUMMARY HISTORICAL FINANCIAL INFORMATION OF TEREX

The summary historical consolidated financial data of Terex for the twelve months ended June 30, 2024, has been calculated by adding the unaudited consolidated financial statements for the six months ended June 30, 2024 to the audited consolidated financial statements for the year ended December 31, 2023 and then subtracting the unaudited consolidated financial statements for the six months ended June 30, 2023. The summary historical consolidated financial data as of December 31, 2022 and 2023 and for each of the years in the three-year period ended December 31, 2023 have been derived from our audited historical consolidated financial statements and related notes as presented in the 2023 10-K. The summary historical consolidated financial data as of December 31, 2021 has been derived from our audited historical consolidated financial information as presented in our Annual Report on Form 10-K for the year ended December 31, 2021. The summary historical consolidated financial data as of June 30, 2024 and for the six months ended June 30, 2023 and 2024 have been derived from our unaudited interim historical consolidated financial statements as presented in the 2024 Q2 10-Q. The summary historical consolidated financial data as of June 30, 2023 has been derived from our unaudited consolidated financial statements as presented in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023. The unaudited interim historical consolidated financial statements have been prepared on the same basis as the audited historical consolidated financial statements and, in the opinion of our management, include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the information set forth herein. Interim financial results are not necessarily indicative of the results expected for the full fiscal year or any future reporting period. You should read the summary historical consolidated financial data below together with our historical consolidated financial statements and related notes thereto and the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the 2023 10-K and the 2024 Q2 10-Q.

	Twelve Months Ended June			Year Ended December 31,									Six Months Ended June 30,
	30, 2024				2021			2022			2023			2023			2024

(in millions)		(unaudited)												(unaudited)
Statement of Operations Data:
Net sales	$	5,186.9		$	3,886.8		$	4,417.7		$	5,151.5		$	2,638.8		$	2,674.2
Cost of goods sold		(4,006.2	)		(3,129.4	)		(3,546.5	)		(3,974.9	)		(2,017.2	)		(2,048.5	)
Gross profit		1,180.7			757.4			871.2			1,176.6			621.6			625.7
Selling, general and administrative expenses		(550.4	)		(429.4	)		(451.2	)		(540.1	)		(264.0	)		(274.3	)
Income (loss) from operations		630.3			328.0			420.0			636.5			357.6			351.4
Interest income		10.1			3.7			2.8			7.6			3.1			5.6
Interest expense		(63.6	)		(51.5	)		(49.1	)		(63.3	)		(30.3	)		(30.6	)
Loss on early extinguishment of debt		—			(29.4	)		(0.3	)		—			—			—
Other income (expense) – net		(11.5	)		13.0			(6.8	)		(1.1	)		(5.4	)		(15.8	)
Income (loss) from continuing operations before income taxes		565.3			263.8			366.6			579.7			325.0			310.6
(Provision for) benefit from income taxes		(69.1	)		(46.3	)		(66.4	)		(63.0	)		(55.3	)		(61.4	)
Income (loss) from continuing operations		496.2			217.5			300.2			516.7			269.7			249.2
Gain (loss) on disposition of discontinued operations – net of tax		(1.0	)		3.4			(0.2	)		1.3			2.3			—
Net income (loss)		495.2			220.9			300.0			518.0			272.0			249.2

Statement of Cash Flows Data:
Depreciation and amortization	$	61.4		$	50.2		$	47.2		$	56.4		$	24.9		$	30.0
Stock-based compensation expense		44.3			33.1			30.3			43.6			17.3			18.0
Capital expenditures		(147.3	)		(59.7	)		(109.6	)		(127.2	)		(39.1	)		(59.2	)
Proceeds from sale of capital assets		0.2			1.9			0.2			33.6			33.5			0.1

	December 31,						June 30,
	2021		2022		2023		2023		2024

(in millions)							(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	266.9	$	304.1	$	370.7	$	297.7	$	319.3
Receivables, net		507.7		547.5		547.8		681.2		719.4
Inventories		813.5		988.4		1,186.0		1,122.0		1,232.8
Property, plant and equipment – net		429.6		465.6		569.8		490.7		574.5
Total assets		2,863.5		3,118.1		3,615.5		3,415.2		3,779.5
Total debt (including current portion)		674.1		775.5		623.2		736.7		665.6
Total stockholders’ equity		1,109.6		1,181.2		1,672.3		1,432.2		1,823.9

	Twelve Months Ended June 30,			Year Ended December 31,									Six Months Ended June 30,
		2024			2021			2022			2023			2023			2024

(in millions)
Other Data (unaudited):
Cash interest expense	$	61.6		$	48.2		$	46.8		$	61.3		$	29.3		$	29.6
Terex EBITDA⁽¹⁾		689.7			374.6			465.0			690.9			381.6			380.4
Terex Adjusted EBITDA⁽¹⁾		738.3			407.1			496.1			737.5			395.8			396.6
Terex Adjusted EBITDA Margin⁽¹⁾		14.2	%		10.5	%		11.2	%		14.3	%		15.0	%		14.8	%

(1)

Terex EBITDA, Terex Adjusted EBITDA and Terex Adjusted EBITDA Margin are non-GAAP measures. We present these measures because we believe they will be helpful to those reviewing our performance, as they provide information about our ability to meet debt service, capital expenditure and working capital requirements, and are also an indicator of profitability. We consider Terex EBITDA, Terex Adjusted EBITDA and Terex Adjusted EBITDA Margin to be important supplemental measures of our performance because these calculations adjust for certain items that we believe are not indicative of our core operating performance.

Terex EBITDA, Terex Adjusted EBITDA and Terex Adjusted EBITDA Margin have limitations as analytical tools, and do not represent, and should not be considered an alternative to, net income as defined by GAAP. Among other things, Terex EBITDA, Terex Adjusted EBITDA and Terex Adjusted EBITDA Margin:

do not reflect our cash expenditures, or future requirements, for capital expenditures;

do not reflect changes in, or cash requirements for, our working capital needs;

do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

We compensate for these limitations by relying primarily on our GAAP results and using Terex EBITDA, Terex Adjusted EBITDA and Terex Adjusted EBITDA Margin only supplementally.

The following table provides an unaudited reconciliation of net income to Terex EBITDA and Terex Adjusted EBITDA and of net sales to Terex Adjusted EBITDA Margin:

	Twelve Months Ended			Year Ended December 31,									Six Months Ended June 30,
		June 30, 2024			2021			2022			2023			2023			2024

(in millions)		(unaudited)												(unaudited)
Net income	$	495.2		$	220.9		$	300.0		$	518.0		$	272.0		$	249.2
(Gain) loss on disposition of discontinued operations - net of tax		1.0			(3.4	)		0.2			(1.3	)		(2.3	)		—
Income (loss) from continuing operations		496.2			217.5			300.2			516.7			269.7			249.2
Provision for (benefit from) income taxes		69.1			46.3			66.4			63.0			55.3			61.4
Interest & Other (income) expense		65.0			34.8			53.1			56.8			32.6			40.8
Loss on early extinguishment of debt		—			29.4			0.3			—			—			—
Income (loss) from operations		630.3			328.0			420.0			636.5			357.6			351.4
Depreciation		57.0			44.3			42.3			51.8			22.6			27.8
Amortization		4.4			5.6			4.9			4.6			2.4			2.2
Non-cash interest costs		(2.0	)		(3.3	)		(2.2	)		(2.0	)		(1.0	)		(1.0	)
Terex EBITDA	$	689.7		$	374.6		$	465.0		$	690.9		$	381.6		$	380.4
Non-service cost portion of pension (expense)^(a)		(5.1	)		(0.6	)		(0.2	)		(5.2	)		(2.6	)		(2.5	)
Other miscellaneous income / (expense)^(b)		(3.9	)		12.8			(3.4	)		5.3			(1.9	)		(11.1	)
Severance and restructuring fees^(c)		6.8			5.8			1.7			3.7			0.5			3.6
Asset impairment charges^(d)		0.3			6.3			1.1			0.3			0.2			0.2
Share based compensation^(e)		44.3			33.1			30.3			43.6			17.3			18.0
Foreign exchange (gains) / losses^(f)		(1.3	)		4.6			(3.5	)		2.7			(0.3	)		(4.3	)
(Gain) / loss on sale of assets^(g)		0.2			(7.4	)		0.1			(3.3	)		(3.5	)		—
Equity investment mark-to-market^(h)		1.8			(1.4	)		2.7			(5.7	)		1.3			8.8
Acquisition fees⁽ⁱ⁾		2.3			0.8			0.3			0.5			0.5			2.3
Letter of credit fees and franchise tax^(j)		3.2			2.3			2.0			3.2			1.2			1.2
Office relocation gain and sale initiatives^(k)		—			(16.0	)		—			1.5			1.5			—
TFS portfolio sale / financing reserve release^(l)		—			(7.8	)		—			—			—			—
Terex Adjusted EBITDA		738.3			407.1			496.1			737.5			395.8			396.6
Net sales	$	5,186.9		$	3,886.8		$	4,417.7		$	5,151.5		$	2,638.8		$	2,674.2
Terex Adjusted EBITDA Margin		14.2	%		10.5	%		11.2	%		14.3	%		15.0	%		14.8	%

(a)

Represents the portion of pension expense that is a non-service cost.

(b)

Represents other miscellaneous income or expense that is not core to Terex’s business.

(c)

Represents miscellaneous severance and restructuring fees incurred.

(d)

Represents long-lived asset impairment charges including in the Selling, general and administrative expenses line item.

(e)

Represents the aggregate amount of all non-cash compensation charges incurred during the period arising from the issuance of stock-based compensation awards.

(f)

Represents all non-cash adjustments made to translate foreign assets and liabilities for changes in foreign exchange rates.

(g)

Represents the gain associated with the sale of assets.

(h)

Represents mark-to-market gains or losses recorded on equity investments.

(i)

Represents non-recurring acquisition fees.

(j)

Represents the aggregate amount of letter of credit fees and income / franchise tax expense incurred during the period.

(k)

Represents gains or losses associated with office relocation and sale initiatives.

(l)

Represents non-recurring, non-operational impact of Terex Financial Services.

SUMMARY HISTORICAL FINANCIAL INFORMATION OF ESG

The summary historical combined financial data of ESG for the twelve months ended June 30, 2024, has been calculated by adding the unaudited combined financial statements for the six months ended June 30, 2024 to the audited combined financial statements for the year ended December 31, 2023 and then subtracting the unaudited consolidated financial statements for the six months ended June 30, 2023. The summary historical combined financial data as of December 31, 2022 and 2023 and for the fiscal years ended December 31, 2022 and 2023 have been derived from ESG’s audited historical combined financial statements and related notes. The summary historical combined financial data as of June 30, 2024 and for the six months ended June 30, 2023 and 2024 have been derived from ESG’s unaudited interim condensed combined financial statements. The unaudited interim historical condensed combined financial statements have been prepared on the same basis as the audited combined financial statements and, in the opinion of ESG’s management, include all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the information set forth therein. Interim financial results are not necessarily indicative of the results expected for the full fiscal year or any future reporting period. You should read the summary historical combined financial data below together with ESG’s historical combined financial statements and related notes thereto.

	Twelve Months Ended June 30,			Year Ended December 31,						Six Months Ended June 30,
	2024			2022			2023			2023			2024

(in millions)		(unaudited)									(unaudited)
Statement of Income Data:
Revenue	$	835.5		$	660.8		$	753.6		$	357.8		$	439.7
Cost of goods and services		(600.5	)		(501.2	)		(550.2	)		(261.2	)		(311.5	)
Gross profit		235.0			159.6			203.4			96.6			128.2
Selling, general and administrative expenses		(90.9	)		(71.9	)		(84.2	)		(41.7	)		(48.4	)
Operating income		144.1			87.7			119.2			54.9			79.8
Interest expense		(24.7	)		(13.0	)		(23.6	)		(11.3	)		(12.4	)
Other income (expense), net		—			(2.0	)		0.6			0.3			(0.4	)
Income before provision for income taxes		119.4			72.7			96.2			43.9			67.0
Provision for income taxes		(28.8	)		(16.1	)		(23.0	)		(10.7	)		(16.4	)
Net income		90.6			56.6			73.2			33.2			50.6

Statement of Cash Flows Data:
Depreciation and amortization	$	11.7		$	11.9		$	12.4		$	6.5		$	5.9
Stock-based compensation		0.7			0.7			0.7			0.6			0.6
Capital expenditures		(15.2	)		(9.9	)		(9.2	)		(3.5	)		(9.5	)
Proceeds from sale of property, plant and equipment		0.3			—			0.3			—			—

	December 31,						June 30,
	2022			2023			2024
(in millions)							(unaudited)
Balance Sheet Data:
Cash and cash equivalents	$	—		$	—		$	—
Receivables, net		97.3			110.9			117.1
Inventories, net		84.8			81.4			76.5
Property, plant and equipment – net		50.7			53.3			62.3
Total assets		418.5			427.0			433.5
Total debt (including current portion)		472.3			487.2			493.5
Total stockholders’ equity		(53.8	)		(60.2	)		(60.0	)

	Twelve Months Ended June 30,			Year Ended December 31,						Six Months Ended June 30,
	2024			2022			2023			2023			2024
(in millions)
Other Data (unaudited):
ESG EBITDA⁽¹⁾	$	155.8		$	97.6		$	132.2		$	61.7		$	85.3
ESG Adjusted EBITDA⁽¹⁾		174.0			110.6			149.1			70.9			95.8
ESG Adjusted EBITDA Margin⁽¹⁾		20.8	%		16.7	%		19.8	%		19.8	%		21.8	%

(1)

ESG EBITDA, ESG Adjusted EBITDA and ESG Adjusted EBITDA Margin are non-GAAP measures. We present these measures because we believe they will be helpful to those reviewing ESG’s performance, as they provide information about ESG’s ability to meet debt service, capital expenditure and working capital requirements, and are also an indicator of profitability. We consider ESG EBITDA, ESG Adjusted EBITDA and ESG Adjusted EBITDA Margin to be important supplemental measures of ESG’s performance because the calculations adjust for certain items that we believe are not indicative of our core operating performance.

ESG EBITDA, ESG Adjusted EBITDA and ESG Adjusted EBITDA Margin have limitations as analytical tools, and do not represent, and should not be considered an alternative to, net income as defined by GAAP. Among other things, ESG EBITDA, ESG Adjusted EBITDA and ESG Adjusted EBITDA Margin:

do not reflect ESG’s cash expenditures, or future requirements, for capital expenditures;

do not reflect changes in, or cash requirements for, ESG’s working capital needs;

do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on ESG’s debt; and

We compensate for these limitations by relying primarily on ESG’s GAAP results and using ESG EBITDA, ESG Adjusted EBITDA and ESG Adjusted EBITDA Margin only supplementally.

The following table provides an unaudited reconciliation of net income to ESG EBITDA and ESG Adjusted EBITDA and of revenue to ESG Adjusted EBITDA Margin:

	Twelve Months Ended June 30,			Year Ended December 31,						Six Months Ended June 30,
	2024			2022			2023			2023			2024

(in millions)		(unaudited)									(unaudited)
Net income	$	90.6		$	56.6		$	73.2		$	33.2		$	50.6
Interest expense		24.7			13.0			23.6			11.3			12.4
Provision for income taxes		28.8			16.1			23.0			10.7			16.4
Depreciation and amortization		11.7			11.9			12.4			6.5			5.9
ESG EBITDA		155.8			97.6			132.2			61.7			85.3
Equipment warranty normalization^(a)		1.9			(0.6	)		3.4			2.4			0.9
Insurance adjustment^(b)		0.8			—			—			—			0.8
Out of period adjustments from purchase accounting^(c)		(0.2	)		(2.2	)		(0.1	)		0.1			—
Inventory reserve expense normalization ^(d)		(0.1	)		0.8			—			0.8			0.7
Non-operational (income) expense items^(e)		—			—			0.1			0.1			—
Restructuring costs^(f)		1.4			2.8			0.7			—			0.7
Corporate allocations^(g)		14.5			12.0			12.8			5.8			7.5
Other^(h)		(0.1	)		0.2			—			—			(0.1	)
ESG Adjusted EBITDA		174.0			110.6			149.1			70.9			95.8
Revenue	$	835.5		$	660.8		$	753.7		$	357.9		$	439.7
ESG Adjusted EBITDA Margin		20.8	%		16.7	%		19.8	%		19.8	%		21.8	%

(a)

ESG incurred elevated warranty expenses related to certain non-recurring issues in 2023. This adjustment normalizes warranty expenses by using historical actual warranty settlements as a percentage of total equipment revenue.

(b)

In connection with the Acquisition, ESG received a true up from Dover related to health and wellness insurance. This adjustment adjusts the timing of receipt of the true up in order to present historical financials on a comparable basis.

(c)

Adjusts for certain out of period items resulting from liabilities recorded in purchase accounting that were subsequently reversed resulting in non-recurring gains in certain periods.

(d)

During the periods presented, the ESG business had certain inventory reserve accruals and releases due to specifically identified inventory write-downs. This adjustment normalizes such inventory reserve expenses by multiplying ESG’s cost of goods and services for the applicable period by an amount representing the historical percentage of ESG’s inventory reserve expenses to cost of goods sold.

(e)

Adjustments to remove non-operating gains and losses related to sale of fixed assets and sub-lease arrangements.

(f)

Adjustment to remove non-recurring rightsizing and restructuring expenses.

(g)

Adjustment to remove corporate allocations from Dover which are not related to standalone ESG operations.

(h)

Adjustment to exclude the P&L impact associated with entities (ESG China and UK Pension Ltd) that were outside the perimeter of the acquired ESG business along with other immaterial reconciliation items.

Risks Related to the Acquisition

Our actual financial position and results of operations may differ materially from the unaudited pro forma financial data included herein.

The unaudited pro forma financial data included herein is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of operations would have been had the Transactions been completed on the dates indicated. The unaudited pro forma financial data has been derived from our audited and unaudited financial statements and ESG’s audited and unaudited financial statements, and reflects assumptions and adjustments that are based upon preliminary estimates and our successful completion of the Transactions. The assets and liabilities of ESG have been measured at fair value based on various preliminary estimates using assumptions that our management believes are reasonable utilizing information currently available. The process for estimating the fair value of acquired assets and assumed liabilities requires the use of judgment in determining the appropriate assumptions and estimates. These estimates will be revised as additional information becomes available and as additional analyses are performed. Accordingly, the final acquisition accounting adjustments may differ materially from the pro forma adjustments reflected herein. The assumptions used in preparing the unaudited pro forma financial data, including assumptions as to the successful completion of the Transactions may not prove to be accurate, and other factors may adversely affect our financial condition or results of operations following the closing of the Acquisition.

We may be unable to successfully integrate acquired businesses, including ESG. We may not realize the anticipated benefits of such acquisitions, including the acquisition of ESG.

From time to time, we engage in strategic transactions involving risks, including the possible failure to successfully integrate and realize the expected benefits of such transactions. We have consummated many acquisitions in the past and anticipate making additional acquisitions in the future. On July 21, 2024, we entered into the Transaction Agreement with Dover to acquire ESG for $2,000.0 million. Our ability to realize the anticipated benefits of the Acquisition, including the expected tax benefits and synergies, will depend, to a large extent, on our ability to integrate the businesses of both companies. In addition, the consummation of the Acquisition is not assured and is subject to certain conditions, including customary non-regulatory closing conditions.

The management of both companies will be required to devote significant attention and resources to the integration process, which may disrupt the business of either or both of the companies and, if implemented ineffectively, could preclude realization of the full benefits we expect. The risks associated with the Acquisition and our other past or future acquisitions include:

the business culture of the acquired business may not match well with our culture;

we may acquire or assume unexpected liabilities that are not uncovered in our diligence processes;

faulty assumptions may be made regarding the integration process;

unforeseen difficulties may arise in integrating operations and systems;

we may fail to retain, motivate and integrate key management and other employees of the acquired business;

higher than expected finance costs may arise due to unforeseen changes in tax, trade, environmental, labor, safety, payroll or pension policies in any jurisdiction in which the acquired business conducts its operations;

we and the acquired business may experience problems in retaining customers and integrating customer bases; and

a large acquisition could stretch our resources and divert management’s attention from existing operations.

The successful integration of any previously acquired or newly acquired business also requires us to implement effective internal control processes in these acquired businesses, which may be burdensome and divert management’s attention, particularly with businesses like ESG that are not stand-alone public reporting companies. While we believe we have successfully integrated acquisitions to date, we cannot ensure that previously acquired or newly acquired companies, including ESG, will operate profitably, that the intended beneficial effect from these acquisitions will be realized and that we will not encounter difficulties in implementing effective internal control processes in these acquired businesses, particularly when the acquired business operates in foreign jurisdictions and/or was privately owned. See the risk factor disclosed in Part I, Item 1A. – “Risk Factors” of the 2023 10-K entitled “We must comply with an injunction and related obligations resulting from the settlement of an SEC investigation” for additional consequences if we were to commit a violation of the reporting and internal control provisions of the federal securities laws. While our evaluation of any potential transaction includes business, legal, compliance and financial due diligence with the goal of identifying and evaluating the material risks involved, these due diligence reviews may not identify all of the issues necessary to accurately estimate the cost and potential risks of a particular acquisition or costs associated with any quality issues with an acquisition target's products or services. In addition, to the extent that we seek or make acquisitions in machinery and industrial businesses that are significantly different from our existing operations, there will be added risks and challenges for managing and integrating these businesses. Further, we may need to consolidate or restructure our acquired or existing facilities, which may require expenditures related to reductions in workforce and other charges resulting from the consolidations or restructurings, such as the write-down of inventory and lease termination costs. Any of the foregoing could adversely affect our business and results of operations.

Many of these factors will be outside our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy. If we are unable to close or fail to successfully integrate acquired businesses, this could have an adverse effect on our business, financial condition and results of operations.

We also may not realize the expected benefits of any newly acquired business, including expected synergies. For instance, if we are unable to realize expected synergies from the Acquisition, or the cost to achieve these synergies is greater than expected, then the anticipated benefits of the Acquisition may not be realized fully or at all or may take longer to realize than expected. Further, we may be unable to achieve or maintain our long-term net leverage targets.

Exhibit 99.3

UNAUDITED PRO FORMA FINANCIAL STATEMENTS

On July 21, 2024, Terex Corporation (“Terex”) entered into a Transaction Agreement (the “Transaction Agreement”) with Dover Corporation (“Dover”). Pursuant to the Transaction Agreement, Terex will acquire the subsidiaries and assets of Dover that own and operate Dover’s Environmental Solutions Group (“ESG”), a fully integrated equipment group serving the solid waste and recycling industry, along with associated intellectual property and other assets used in the ESG business, for consideration of $2.0 billion (the “Acquisition”). ESG designs and manufactures refuse collection vehicles, waste compaction equipment, and associated parts and digital solutions. The consideration will be paid in cash and Terex has received committed debt financing for the Acquisition, as described below. The purchase price is subject to post-closing adjustments based upon the level of net working capital, cash and debt in the ESG business on the closing date. The Acquisition, which is subject to the satisfaction of customary non-regulatory closing conditions, is anticipated to close later this year.

The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024 is intended to present the combined balance sheet of Terex after giving effect to the Acquisition and the related financing transactions described in Note 3 to the Unaudited Pro Forma Financial Statements (the “Financing Transactions”) as if they had occurred on June 30, 2024. The Unaudited Pro Forma Condensed Combined Statements of Operations for the twelve months ended June 30, 2024 are intended to present the combined statements of operations of Terex after giving effect to the Acquisition and the Financing Transactions as if they had occurred on July 1, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2024 and the year ended December 31, 2023 are intended to present the combined statements of operations of Terex after giving effect to the Acquisition and the Financing Transactions as if they had occurred on January 1, 2023.

The Unaudited Pro Forma Condensed Combined Statements of Operations for the twelve months ended June 30, 2024 combines the amounts in our Unaudited Condensed Consolidated Statement of Operations for the twelve months ended June 30, 2024 with the amounts in the Unaudited Statement of Operations of ESG for the twelve months ended June 30, 2024. Our Unaudited Consolidated Statement of Operations for the twelve months ended June 30, 2024 is derived by adding the amounts in our Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2024 to the amounts in our audited Condensed Consolidated Statement of Operations for the year ended December 31, 2023 and subtracting the amounts in our Unaudited Condensed Consolidated Statement of Operations for the six months ended June 30, 2023. The Unaudited Statement of Operations of ESG for the twelve months ended June 30, 2024 is derived by adding the amounts in the Unaudited Statement of Operations of ESG for the six months ended June 30, 2024 to the amounts in the audited Statement of Operations of ESG for the year ended December 31, 2023 and subtracting the amounts in the Unaudited Statement of Operations of ESG for the six months ended June 30, 2023. The financial statements of ESG have been carved out of the financial statements of Dover, and may not necessarily be indicative of the amounts that would have been reflected in ESG's financial statements had ESG operated independently of Dover.

The Unaudited Pro Forma Condensed Combined Financial Statements were prepared using the purchase method of accounting with Terex treated as the acquiring entity. Accordingly, the aggregate value of the consideration to be paid by Terex to complete the Acquisition will be allocated to the assets acquired and liabilities assumed in the Acquisition based upon their estimated fair values as of the date of the Acquisition. Terex has not completed the detailed valuations necessary to estimate the fair value of the assets acquired and the liabilities assumed in the Acquisition and the related allocations of purchase price, nor has Terex identified all adjustments necessary to conform ESG’s accounting policies to Terex’s accounting policies. Additionally, a final determination of the fair value of assets acquired and liabilities assumed in the Acquisition will be based on the actual net tangible and intangible assets and liabilities of ESG that exist as of the date of the Acquisition. Accordingly, the pro forma purchase price adjustments are preliminary, are subject to further adjustments as additional information becomes available and as additional analyses are performed and have been made solely for the purpose of providing the Unaudited Pro Forma Condensed Combined Financial Statements. Terex estimated the fair value of ESG’s assets and liabilities based on discussion with ESG’s management, due diligence, benchmarking against peer data, and information presented in public filings. As the final valuations are performed, increases or decreases in the fair value of relevant balance sheet amounts and their useful lives will result in adjustments, which may be material, to the balance sheet and/or the statement of income.

The unaudited pro forma adjustments are based upon currently available information, estimates and assumptions that Terex’s management believes are reasonable as of the date hereof. The pro forma adjustments and related assumptions are described in the accompanying notes presented on the following pages, which should be read together with the Unaudited Pro Forma Condensed Combined Financial Statements. Additionally, Terex is still in the process of identifying and evaluating any accounting policy differences that would require conformity of policy and any pro forma adjustments needed to reflect the same. Following the Acquisition, we will conduct a review of ESG’s accounting policies in an effort to determine if differences in accounting policies require reclassification of ESG’s results of operations or reclassification of assets or liabilities to conform to our accounting policies and classifications. As a result of that review, we may identify differences between the accounting policies of the two companies that, when conformed, could have a material impact on these Unaudited Pro Forma Condensed Combined Financial Statements. We are not currently aware of any material difference between the accounting policies of the two companies, and, accordingly, these Unaudited Pro Forma Condensed Combined Financial Statements do not assume any material difference in accounting policies between the two companies.

These Unaudited Pro Forma Condensed Combined Financial Statements have been developed from and should be read in conjunction with (1) the unaudited condensed consolidated financial statements of Terex contained in Terex’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024, filed with the SEC on July 31, 2024, (2) the audited consolidated financial statements of Terex contained in Terex’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 9, 2024, (3) the unaudited condensed combined financial statements of ESG for the six-month periods ended June 30, 2024 and June 30, 2023 contained in Terex’s Current Report on Form 8-K filed with the SEC on September 30, 2024 and (4) the audited combined financial statements of ESG for the fiscal year ended December 31, 2023 contained in Terex’s Current Report on Form 8-K filed with the SEC on September 30, 2024. The Unaudited Pro Forma Condensed Combined Financial Statements are provided for illustrative purposes only and do not purport to represent Terex consolidated results of operations or consolidated financial position had the Acquisition and the Financing Transactions occurred on the dates assumed, nor are these financial statements necessarily indicative of the future consolidated results of operations or consolidated financial position of Terex. The actual results may differ materially from those reflected in the Unaudited Pro Forma Condensed Combined Financial Statements for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the Unaudited Pro Forma Condensed Combined Financial Statements and actual amounts. We will be required to prepare final pro forma financial statements in accordance with Article 11 of Regulation S-X following the consummation of the Financing Transactions and the Acquisition. No assurance can be made that differences may not exist.

Except as expressly set forth in the Notes thereto, the Unaudited Pro Forma Condensed Combined Financial Statements do not reflect the costs or benefits that may result from the Acquisition.

Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 2024
(dollars in millions)

	Historical						Pro Forma
	Terex			ESG			Financing Transactions Adjustments				Purchase Accounting Adjustments				Pro Forma
	(a)			(b)
Assets
Current assets
Cash and cash equivalents	$	319.3		$	—		$	(45.7	)	(c)	$	(27.3	)	(j)	$	246.3
Receivables		719.4			117.1											836.5
Inventories		1,232.8			76.5							7.0		(h)		1,316.3
Prepaid and other current assets		130.1			2.4			0.4		(c)						132.9
Total current assets		2,401.6			196.0			(45.3	)			(20.3	)			2,532.0
Non-current assets
Property, plant and equipment – net		574.5			62.3							43.3		(g)		680.1
Goodwill		291.3			130.3							876.8		(f), (k)		1,298.4
Intangible assets – net		14.1			36.0							844.5		(e)		894.6
Other assets		498.0			8.9			1.8		(c)		2.7		(k)		511.4
Total assets	$	3,779.5		$	433.5		$	(43.5	)		$	1,747.0			$	5,916.5

Liabilities and Stockholders’ Equity
Current liabilities
Current portion of long-term debt	$	3.4		$	50.8						$	(50.8	)	(d)	$	3.4
Trade accounts payable		703.7			115.7							(2.2	)	(j)		817.2
Accrued compensation and benefits		98.6			14.5											113.1
Deferred revenue		—			12.9											12.9
Other current liabilities		282.2			20.0											302.2
Total current liabilities		1,087.9			213.9			—				(53.0	)			1,248.8
Non-current liabilities
Long-term debt, less current portion		662.2			241.4			1,956.5		(c)		(241.4	)	(d)		2,618.7
Other non-current liabilities		205.5			38.2											243.7
Total liabilities		1,955.6			493.5			1,956.5				(294.4	)			4,111.2
Commitments and contingencies
Stockholders’ equity
Common stock, $0.01 par value – authorized 300.0 shares; issued 85.1 shares at June 30, 2024		0.9														0.9
Additional paid-in capital		909.0						(2,000.0	)	(c)		2,000.0		(c)		909.0
Retained earnings		1,900.8			(60.0	)						41.4		(i), (j), (k)		1,882.2
Accumulated other comprehensive income (loss)		(342.7	)													(342.7	)
Less cost of shares of common stock in treasury – 18.8 shares at June 30, 2024		(644.1	)													(644.1	)
Total stockholders’ equity		1,823.9			(60.0	)		(2,000.0	)			2,041.4				1,805.3
Total liabilities and stockholders’ equity	$	3,779.5		$	433.5		$	(43.5	)		$	1,747.0			$	5,916.5

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statements of Operations
For the Twelve Months Ended June 30, 2024
(dollars in millions)

	Historical						Pro Forma
	Terex			ESG			Financing Transactions Adjustments				Purchase Accounting Adjustments				Pro Forma
	(l)			(m)
Net sales	$	5,186.9		$	835.5										$	6,022.4
Cost of goods sold		(4,006.2	)		(600.5	)						(12.4	)	(n), (o)		(4,619.1	)
Gross profit		1,180.7			235.0			—				(12.4	)			1,403.3
Selling, general and administrative expenses		(550.4	)		(90.9	)						(50.8	)	(o), (p)		(692.1	)
Income (loss) from operations		630.3			144.1			—				(63.2	)			711.2
Other income (expense)
Interest income		10.1			—											10.1
Interest expense		(63.6	)		(24.7	)		(128.7	)	(r), (s), (t)		24.7		(w)		(192.3	)
Other income (expense) – net		(11.5	)		—							(25.0	)	(q), (u)		(36.5	)
Income (loss) from continuing operations before income taxes		565.3			119.4			(128.7	)			(63.5	)			492.5
(Provision for) benefit from income taxes		(69.1	)		(28.8	)		30.9		(v)		15.2		(v)		(51.8	)
Income (loss) from continuing operations		496.2			90.6			(97.8	)			(48.3	)			440.7
Gain (loss) on disposition of discontinued operations – net of tax		(1.0	)		—											(1.0	)
Net income (loss)	$	495.2		$	90.6		$	(97.8	)		$	(48.3	)		$	439.7

Basic earnings (loss) per share:
Income (loss) from continuing operations	$	7.39													$	6.57
Gain (loss) on disposition of discontinued operations – net of tax		(0.01	)													(0.02	)
Net income (loss)	$	7.38													$	6.55
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	7.32													$	6.50
Gain (loss) on disposition of discontinued operations – net of tax		(0.02	)													(0.01	)
Net income (loss)	$	7.30													$	6.49
Weighted average number of shares outstanding in per share calculation
Basic		67.1														67.1
Diluted		67.8														67.8

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statements of Operations
For the Six Months Ended June 30, 2024
(dollars in millions)

	Historical						Pro Forma
	Terex			ESG			Financing Transactions Adjustments				Purchase Accounting Adjustments				Pro Forma
	(l)			(m)
Net sales	$	2,674.2		$	439.7										$	3,113.9
Cost of goods sold		(2,048.5	)		(311.5	)						(2.7	)	(o)		(2,362.7	)
Gross profit		625.7			128.2			—				(2.7	)			751.2
Selling, general and administrative expenses		(274.3	)		(48.4	)						(25.4	)	(o), (p)		(348.1	)
Income (loss) from operations		351.4			79.8			—				(28.1	)			403.1
Other income (expense)
Interest income		5.6			—											5.6
Interest expense		(30.6	)		(12.4	)		(64.3	)	(r), (s), (t)		12.4		(w)		(94.9	)
Other income (expense) – net		(15.8	)		(0.4	)						2.3		(u)		(13.9	)
Income (loss) from continuing operations before income taxes		310.6			67.0			(64.3	)			(13.4	)			299.9
(Provision for) benefit from income taxes		(61.4	)		(16.4	)		15.4		(v)		3.2		(v)		(59.2	)
Income (loss) from continuing operations		249.2			50.6			(48.9	)			(10.2	)			240.7
Gain (loss) on disposition of discontinued operations – net of tax		—			—											—
Net income (loss)	$	249.2		$	50.6		$	(48.9	)		$	(10.2	)		$	240.7

Basic earnings (loss) per share:
Income (loss) from continuing operations	$	3.71													$	3.59
Gain (loss) on disposition of discontinued operations – net of tax		–														–
Net income (loss)	$	3.71													$	3.59
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	3.68													$	3.55
Gain (loss) on disposition of discontinued operations – net of tax		–														–
Net income (loss)	$	3.68													$	3.55
Weighted average number of shares outstanding in per share calculation
Basic		67.1														67.1
Diluted		67.8														67.8

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Unaudited Pro Forma Condensed Combined Statements of Operations
For the Year Ended December 31, 2023
(dollars in millions)

	Historical						Pro Forma
	Terex			ESG			Financing Transactions Adjustments				Purchase Accounting Adjustments				Pro Forma
	(l)			(m)
Net sales	$	5,151.5		$	753.6										$	5,905.1
Cost of goods sold		(3,974.9	)		(550.2	)						(12.4	)	(n), (o)		(4,537.5	)
Gross profit		1,176.6			203.4			—				(12.4	)			1,367.6
Selling, general and administrative expenses		(540.1	)		(84.2	)						(49.9	)	(o), (p)		(674.2	)
Income (loss) from operations		636.5			119.2			—				(62.3	)			693.4
Other income (expense)
Interest income		7.6			—											7.6
Interest expense		(63.3	)		(23.6	)		(128.7	)	(r), (s), (t)		23.6		(w)		(192.0	)
Other income (expense) – net		(1.1	)		0.6							(27.3	)	(q)		(27.8	)
Income (loss) from continuing operations before income taxes		579.7			96.2			(128.7	)			(66.0	)			481.2
(Provision for) benefit from income taxes		(63.0	)		(23.0	)		30.9		(v)		15.8		(v)		(39.3	)
Income (loss) from continuing operations		516.7			73.2			(97.8	)			(50.2	)			441.9
Gain (loss) on disposition of discontinued operations – net of tax		1.3			—											1.3
Net income (loss)	$	518.0		$	73.2		$	(97.8	)		$	(50.2	)		$	443.2

Basic earnings (loss) per share:
Income (loss) from continuing operations	$	7.65													$	6.55
Gain (loss) on disposition of discontinued operations – net of tax		0.02														0.02
Net income (loss)	$	7.67													$	6.57
Diluted earnings (loss) per share:
Income (loss) from continuing operations	$	7.56													$	6.47
Gain (loss) on disposition of discontinued operations – net of tax		0.02														0.02
Net income (loss)	$	7.58													$	6.49
Weighted average number of shares outstanding in per share calculation
Basic		67.5														67.5
Diluted		68.3														68.3

See accompanying notes to the unaudited pro forma condensed combined financial statements.

Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

Note 1 - Basis of Presentation

The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024 and the Unaudited Pro Forma Condensed Combined Statements of Operations for the twelve months ended June 30, 2024, the six months ended June 30, 2024 and the year ended December 31, 2023 were prepared in accordance with the U.S. Securities and Exchange Commission Regulation S-X Article 11 and Accounting Standards Codification 805, “Business Combinations". These rules require adjustments to the assets and liabilities acquired based on their fair values, identification and measurement of intangible assets and related changes in depreciation and amortization expense. Pro forma adjustments are also required to reflect the effects of debt issuance and the use of cash to fund the Acquisition. The historical audited consolidated financial statements and unaudited condensed consolidated financial statements of Terex and ESG were prepared in accordance with US GAAP.

The accompanying Unaudited Pro Forma Condensed Combined Financial Statements present the pro forma consolidated financial position and results of operations of Terex based upon the historical financial statements of Terex and ESG, after giving effect to the Acquisition, the Financing Transactions and the other adjustments described in these notes, and are intended to reflect the impact of the Acquisition and the Financing Transactions on Terex’s consolidated financial statements.

The accompanying Unaudited Pro Forma Condensed Combined Financial Statements are presented for illustrative purposes only and do not reflect the costs of any integration activities or benefits that may result from the Acquisition or what the Terex consolidated results of operations or consolidated financial position would have been had the Acquisition and the Financing Transactions occurred on the dates assumed, nor are they indicative of the future consolidated results of operations or financial position of Terex and they are based on the information available at the time of their preparation. Actual results may differ materially from those reflected in the Unaudited Pro Forma Condensed Combined Financial Statements for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the Unaudited Pro Forma Condensed Combined Financial Statements and actual amounts.

The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024 is intended to present the combined balance sheet of Terex after giving effect to the Acquisition and the Financing Transactions as if they had occurred on June 30, 2024 and includes estimated pro forma adjustments for the preliminary valuations of net assets acquired and liabilities assumed. These adjustments are subject to further revision as additional information becomes available and additional analyses are performed. The Unaudited Pro Forma Condensed Combined Statements of Operations for the twelve months ended June 30, 2024 are intended to present the combined statements of operations of Terex after giving effect to the Acquisition and the Financing Transactions as if they had closed on July 1, 2023. The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2024 and the year ended December 31, 2023 are intended to present the combined statements of operations of Terex after giving effect to the Acquisition and the Financing Transactions as if they had occurred on January 1, 2023.

The Unaudited Pro Forma Condensed Combined Balance Sheet has been adjusted to reflect the identifiable assets acquired, and liabilities assumed of the acquiree. The purchase price allocation in these Unaudited Pro Forma Condensed Combined Financial Statements is based upon a purchase price of approximately $2.0 billion.

Note 2 - Preliminary Purchase Price Allocation

As described elsewhere herein, the aggregate purchase price for the Acquisition was $2 billion in cash, subject to customary escrow arrangements and a purchase price adjustment related to, among other things, the amount of ESG working capital.

The Acquisition is accounted for as a business combination in accordance with the Financial Accounting Standards Board Accounting Standards Codification ("ASC") 805, Business Combinations, which requires the establishment of a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value as of the Acquisition completion date. Accordingly, the cost to acquire such interests will be allocated to the underlying net assets based on their respective fair values. Any excess of the purchase price over the estimated fair value of the net assets acquired will be recorded as goodwill. The allocation of the purchase price to all identifiable tangible and intangible assets acquired and liabilities assumed reflected in the Unaudited Pro Forma Condensed Combined Financial Statements is based on preliminary estimates of fair value as of June 30, 2024 using assumptions that our management believes are reasonable based on currently available information. The amounts set forth in the table below are preliminary and subject to revision based on the final determinations of the purchase price following any post-closing adjustment and of fair value and the final allocation of the purchase price to the assets and liabilities of ESG, and the revisions could be material. We have one year from the closing date of the Acquisition to finalize these amounts.

The following table summarizes the fair values of the ESG assets acquired and liabilities assumed from ESG based on the preliminary estimate by Terex of their respective fair values as of September 13, 2024.

(in millions)
Current Assets	$	203.0
Property, plant & equipment		105.7
Identified intangibles subject to amortization		880.5
Goodwill		1,003.3
Other non-current assets		8.8
Liabilities assumed		(201.3	)
Net Assets acquired	$	2,000.0

Upon completion of the fair value assessment, Terex anticipates that the net assets acquired will differ from the preliminary assessment outlined above. Any changes to the initial estimates of fair value of the assets and liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.

Note 3 - Financing Transactions and Offering Adjustments

Contemporaneous with entering into the Transaction Agreement, Terex entered into (1) a commitment letter (the “Original Commitment Letter”), dated July 21, 2024, with UBS Securities LLC (“UBS Securities”) and UBS AG, Stamford Branch (“UBS AG” and, together with UBS Securities and their respective affiliates, “UBS”), pursuant to which and upon the terms and subject to the conditions set forth in such letter, UBS agreed to provide committed debt financing in an aggregate principal amount of up to $1,545.0 million (the “Original Commitment”), including a senior unsecured bridge loan facility (the “Bridge Facility”) of up to $750.0 million in the aggregate for the purpose of providing the financing necessary to fund a portion of the consideration to be paid pursuant to the Transaction Agreement and to pay related fees, costs and expenses (the “Bridge Loan Commitment”), and (2) an Incremental Assumption and Amendment Agreement and Amendment with UBS AG (the “Incremental Agreement”) relating to our credit agreement, which (a) established delayed draw term loan commitments (the “Delayed Draw Facility”) in the amount of $455.0 million to be provided by UBS AG as the initial delayed draw term lender and (b) concurrently amended our credit agreement to establish the delayed draw term loan commitments and to provide that the Acquisition be considered a limited condition acquisition thereunder. The Bridge Loan Commitment will be reduced on a dollar-for-dollar basis by 100% of the gross cash proceeds from the notes offering.

Contemporaneously with the consummation of the Acquisition, Terex expects to amend the credit agreement (i) to increase the size of the revolving credit facility to $800.0 million from $600.0 million and to extend the maturity of the revolving credit facility to 2029 (as so amended, the “New Revolving Credit Facility”) and (ii) to provide for a new term loan facility (the “Acquisition Term Facility” and, together with the New Revolving Credit Facility, the “Acquisition Facilities”) which will mature in 2031 and pursuant to which we may incur term loans in an aggregate amount of up to $1,250.0 million (the “Acquisition Term Loans”). Upon closing of the Acquisition, Terex expects to incur $1,250.0 million of Acquisition Term Loans under the Acquisition Term Facility and to reduce the commitments under the Delayed Draw Facility to zero. For the purposes of preparing these Pro Forma Combined Condensed Financial Statements, Terex has assumed that the Acquisition Term Loans were borrowed at an initial price of 99.5% of the aggregate principal amount thereof and that the notes were issued at par.

Terex intends to use the proceeds from the offering of the notes together with borrowings under the Acquisition Term Facility and cash on hand, to consummate the Acquisition and to pay related fees, costs and expenses. The $40.0 million of outstanding borrowings under Terex’s existing revolving credit facilities as of June 30, 2024 is no longer outstanding as of September 30, 2024.

Note 4 - Pro Forma Adjustments

Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024

(a)

Represents Terex’s historical unaudited condensed consolidated balance sheet as of June 30, 2024, included in Terex’s Form 10-Q filed with the SEC on July 31, 2024.

(b)

Represents ESG’s historical unaudited condensed combined balance sheet as of June 30, 2024, included in Terex’s Current Report on Form 8-K filed with the SEC on September 30, 2024.

(c)

Adjustment to reflect the cash expected to be paid to acquire ESG of $2,000.0 million, which is comprised of $1,243.7 million in proceeds from issuance of the Acquisition Term Loans (net of original issue discount of $6.3 million) and $750.0 million in gross proceeds from the offering of the notes. Adjustments to reduce cash by (x) $39.4 million paid related to debt issuance costs (which were capitalized as $37.2 million in Long term debt, $1.8 million in Other assets and $0.4 million in Prepaid and other current assets) and (y) $6.3 million of original issue discount in respect of the Acquisition Term Loans.

(d)

Represents the settlement of ESG Notes payable to Dover that will not be transferred at closing pursuant to the terms of the Transaction Agreement.

(e)

Represents the elimination of historical values of the ESG intangibles of $36.0 million and preliminary recognition of $880.5 million of identifiable intangible assets attributable to the Acquisition.

(f)

Represents the elimination of $130.3 million of historical goodwill of ESG and the preliminary recognition of $1,003.3 million of goodwill pertaining to this Acquisition. As negotiated and agreed to with Dover, Terex intends to make a 338(h)(10) election under the Code, which will treat the stock purchase of ESG as an asset purchase for U.S. federal tax purposes, resulting in tax-deductible goodwill amortized over 15 years. Tax deductible goodwill is preliminary and will be adjusted upon finalization of purchase price allocation under Section 338 of the Code, including an analysis of transaction costs capitalized for tax purposes and contingent liabilities.

(g)

Represents fair value step up adjustment of $43.3 million to existing property, plant and equipment.

(h)

Represents fair value step up adjustment of $7.0 million to existing inventory.

(i)

Reflects elimination of the historical ESG’s stockholders’ deficit of $60.0 million, which represented ESG’s retained earnings.

(j)

Represents the payment of the estimated Acquisition costs of $27.3 million as a reduction to Cash and Retained earnings (representing $20.8 million, net of tax benefits of $6.5 million). Refer to footnote (k) for further details regarding the adjustment described in the preceding sentence. Also includes an adjustment to, and release of the accrual of, $2.2 million of Acquisition costs recorded during the period as a decrease to Trade accounts payable and an increase to Retained earnings. For tax purposes, the estimated Acquisition costs are expected to be capitalized and tax-deductible (refer to footnote (q) for further details).

(k)

Represents $2.7 million of net increase in deferred tax assets recorded as an increase to Other Assets, resulting from the elimination of $3.8 million of historical net deferred tax assets of ESG recorded as an increase to Goodwill and the recognition of a $6.5 million deferred tax asset related to transaction costs recorded as an increase to Retained earnings (refer to footnote (q) for further details). For the elimination of the ESG deferred tax assets, Terex estimated the elimination amount based on the audited combined financial statements of ESG for the fiscal year ended December 31, 2023. Terex assumes adjustments to uncertain tax positions acquired will be immaterial and therefore, no pro forma adjustments have been presented. Unrecognized tax benefits are subject to further analysis post-closing.

Adjustments to the Unaudited Pro Forma Condensed Combined Statement of Operations

(l)

Represents Terex’s historical statement of operations for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023. The historical unaudited statement of operations for the six months ended June 30, 2024 is included in Terex’s Form 10-Q filed with the SEC on July 31, 2024 and the audited statement of operations for the year ended December 31, 2023 is included in Terex’s Form 10-K filed with the SEC on February 9, 2024. The historical statements of operations for the twelve months ended June 30, 2024 have been derived by taking the December 31, 2023 historical information, subtracting the six months ended June 30, 2023 historical information and then adding the six months ended June 30, 2024 historical information.

(m)

Represents ESG’s historical consolidated statement of operations for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023. The historical unaudited statement of operations for the six months ended June 30, 2024 and the historical audited statement of operations for the year ended December 31, 2023 are included in Terex’s Current Report on Form 8-K filed with the SEC on September 30, 2024. The historical statements of operations for the twelve months ended June 30, 2024 have been derived by taking the December 31, 2023 historical information, subtracting the six months ended June 30, 2023 historical information and then adding the six months ended June 30, 2024 historical information.

(n)

Represents adjustment to increase cost of goods sold by $7.0 million for the twelve months ended June 30, 2024 and $7.0 million for the year ended December 31, 2023. It is expected that the fair value step-up of the existing inventory will result in an increase to cost of goods sold as the existing inventory is expected to be sold within one year of the Acquisition.

(o)

Represents incremental depreciation expense of $6.0 million ($5.4 million to Cost of goods sold and $0.6 million to Selling, general and administrative expenses), $3.0 million ($2.7 million to Cost of goods sold and $0.3 million to Selling, general and administrative expenses), and $6.0 million ($5.4 million to Cost of goods sold and $0.6 million to Selling, general and administrative expenses) for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023, respectively. These expenses are a result of the fair value increases to the carrying value of property, plant and equipment. Referring to footnote (n), the total adjustments to Cost of goods sold are $12.4 million, $2.7 million, and $12.4 million for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023, respectively. Referring to footnote (p), the total adjustments to Selling, general and administrative expense are $50.8 million, $25.4 million, and $49.9 million for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023, respectively.

(p)

Represents incremental amortization expense of $50.2 million, $25.1 million, and $49.3 million for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023, respectively. These expenses are a result of the recognition and measurement of identified intangible assets. The incremental amortization expense is recorded in Selling, general and administrative expenses.

(q)

Reflects the estimated Acquisition costs of $27.3 million for the twelve months ended June 30, 2024 and the year ended December 31, 2023, for the Acquisition of ESG. For tax purposes, Terex expects to capitalize and amortize the Acquisition costs of $27.3 million over 15 years.

(r)

Interest expense of $122.4 million, $61.2 million, and $122.4 million for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023, respectively, related to debt incurred or outstanding pursuant to the Financing Transactions. The interest rate used for this calculation was 6.12%, which represents Terex’s estimated weighted average interest rate on debt incurred, issued or otherwise outstanding as described in Note 2. Each one-eighth percentage increase in interest rate would result in an increase of approximately $2.5 million in annual interest expense on a pro forma basis.

(s)

Amortization of debt issuance costs of $5.4 million ($3.6 million with respect to the Acquisition Term Loans, $1.4 million with respect to the notes offering and $0.4 million with respect to the New Revolving Credit Facilities), $2.7 million ($1.8 million with respect to the Acquisition Term Loans, $0.7 million with respect to the notes offering and $0.2 million with respect to the New Revolving Credit Facilities) and $5.4 million ($3.6 million with respect to the Acquisition Term Loans, $1.4 million with respect to the notes offering and $0.4 million with respect to the New Revolving Credit Facilities) for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023, respectively, related to the Financing Transactions.

(t)

Amortization of original issue discount of $0.9 million, $0.4 million, and $0.9 million for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023, respectively, related to the Acquisition Term Loans incurred to fund the Acquisition.

(u)

Acquisition related costs of $2.3 million incurred in the second quarter of 2024 were removed from the six months ended June 30, 2024. This charge was adjusted to be included in the twelve months ended June 30, 2024 and the year ended December 31, 2023.

(v)

A statutory tax rate of 24% was used to estimate the income tax effects of the pro forma adjustments.

(w)

Represents removal of interest expense related to ESG Notes payable to Dover of $24.7 million, $12.4 million, and $23.6 million for the twelve months ended June 30, 2024, the six months ended June 30, 2024, and the year ended December 31, 2023, which notes are required to be terminated on or prior to the consummation of the Acquisition pursuant to the terms of the Transaction Agreement.

Exhibit 99.4

Environmental Solutions Group Audited Combined Financial Statements As of December 31, 2023 and December 31, 2022 and for the Years Then Ended 1

PricewaterhouseCoopers LLP, One North Wacker, Chicago, IL 60606 T: (312) 298 2000, www.pwc.com/us Report of Independent Auditors To the Management of Dover Corporation Opinion We have audited the accompanying combined financial statements of Environmental Solutions Group (the “Company”), which comprise the combined balance sheets as of December 31, 2023 and 2022, and the related combined statements of income, of equity (deficit) and cash flows for the years then ended, including the related notes (collectively referred to as the “combined financial statements”). In our opinion, the accompanying combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Combined Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of Matter As discussed in Note 1 to the combined financial statements, the Company changed the manner in which it accounts for inventory in 2023. Our opinion is not modified with respect to this matter. Responsibilities of Management for the Combined Financial Statements Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error. In preparing the combined financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the combined financial statements are available to be issued. Auditors’ Responsibilities for the Audit of the Combined Financial Statements Our objectives are to obtain reasonable assurance about whether the combined financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material 2

if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the combined financial statements. In performing an audit in accordance with US GAAS, we: ● Exercise professional judgment and maintain professional skepticism throughout the audit. ● Identify and assess the risks of material misstatement of the combined financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. ● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. ● Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the combined financial statements. ● Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. Chicago, Illinois August 9, 2024 3

ENVIRONMENTAL SOLUTIONS GROUP COMBINED STATEMENTS OF INCOME (In thousands) 2023 2022 Revenue $ 753,654 $ 660,809 Cost of goods and services 550,237 501,223 Gross profit 203,417 159,586 Selling, general and administrative expenses 84,213 71,910 Operating income 119,204 87,676 Interest expense 23,559 12,966 Other (income) expense, net (553) 2,002 Income before provision for income taxes 96,198 72,708 Provision for income taxes 23,029 16,126 Net income $ 73,169 $ 56,582 Years Ended December 31, See Notes to Combined Financial Statements 4

ENVIRONMENTAL SOLUTIONS GROUP COMBINED BALANCE SHEETS (In thousands) December 31, 2023 December 31, 2022 Current assets: Receivables, net $ 110,933 $ 97,279 Inventories, net 81,362 84,770 Prepaid and other current assets 2,726 3,264 Total current assets 195,021 185,313 Property, plant and equipment, net 53,344 50,664 Goodwill 130,331 130,331 Intangible assets, net 38,709 45,050 Other assets and deferred charges 9,594 7,143 Total assets $ 426,999 $ 418,501 Current liabilities: Notes payable to Parent - current $ 50,808 $ — Accounts payable 104,845 95,317 Accrued compensation and employee benefits 15,173 10,422 Deferred revenue 16,494 15,338 Other accrued expenses 19,025 16,193 Total current liabilities 206,345 137,270 Deferred income taxes — 1,073 Other liabilities 39,420 41,731 Notes payable to Parent 241,395 292,203 Total liabilities 487,160 472,277 Parent company equity (deficit) (60,161) (53,776) Total liabilities and Parent company equity (deficit) $ 426,999 $ 418,501 See Notes to Combined Financial Statements 5

ENVIRONMENTAL SOLUTIONS GROUP COMBINED STATEMENTS OF EQUITY (DEFICIT) (In thousands) Total Parent Company Equity (Deficit) Balance at December 31, 2021 $ (102,376) Inventory accounting method change 10,016 Balance at January 1, 2022 (92,360) Net income 56,582 Transfers to Parent (17,998) Balance at December 31, 2022 (53,776) Net income 73,169 Transfers to Parent (79,554) Balance at December 31, 2023 $ (60,161) See Notes to Combined Financial Statements 6

ENVIRONMENTAL SOLUTIONS GROUP COMBINED STATEMENTS OF CASH FLOWS (In thousands) Years Ended December 31, 2023 2022 Operating Activities: Net income $ 73,169 $ 56,582 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 12,415 11,881 Stock-based compensation 699 746 Equity investment impairment — 2,427 Provision for losses on accounts receivable (net of recoveries) 237 54 Deferred income taxes (4,618) 84 Other, net 673 436 Cash effect of changes in assets and liabilities (excluding effects of acquisition): Receivables, net (13,895) (24,487) Inventories, net 3,408 (9,298) Prepaid and other assets (517) (843) Accounts payable 9,817 (1,815) Accrued compensation and employee benefits 4,187 2,381 Accrued expenses and other liabilities 3,317 2,076 Accrued taxes 275 (1,401) Net cash provided by operating activities 89,167 38,823 Investing Activities: Additions to property, plant and equipment (9,185) (9,879) Acquisitions, net of cash and cash equivalents acquired — (10,200) Proceeds from sale of property, plant and equipment 271 — Net cash used in investing activities (8,914) (20,079) Financing Activities: Net transfers (to) from Parent (80,253) (18,744) Net cash used in financing activities (80,253) (18,744) Net change in cash and cash equivalents — — Cash and cash equivalents at beginning of year — — Cash and cash equivalents at end of year $ — $ — Supplemental information - cash paid during the year for: Income taxes $ 3,410 $ 2,538 Noncash investing activities Contingent consideration owed for acquisition $ — $ 20,000 See Notes to Combined Financial Statements 7

1. Basis of Presentation On July 21, 2024, Dover Corporation ("Dover" or "Parent") signed a definitive agreement to sell Environmental Solutions Group ("the Company"), an operating company consisting of certain legal entities focused on or related to the solid waste and recycling industry within Dover's Engineered Products segment, to Terex Corporation ("Terex"). The consummation of the sale requires the Parent to deliver to the buyer audited carve-out financial statements of the Company as of and for the years ended December 31, 2023 and 2022. The consummation of the sale is subject to certain customary conditions, including the expiration or termination of all applicable waiting periods under the HSR Act. These combined financial statements of the Company (the "Combined Financial Statements") have been prepared on a stand-alone basis and are derived from Dover's consolidated financial statements and accounting records. The Combined Financial Statements represent the Company's financial position, results of operations and cash flows as its business was operated as part of Dover prior to the carve-out, in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The Combined Financial Statements include Parent assets and liabilities that are specifically identifiable or otherwise attributable to the Company and allocations of expenses from Parent. However, amounts recognized by the Company are not necessarily representative of the amounts that would have been reflected in the Combined Financial Statements had the Company operated independently of Parent. Related party allocations are discussed further in Note 3 — Related Party Transactions. The Company is dependent upon its Parent for all of its working capital and financing requirements as the Parent uses a centralized approach to cash management and financing of its operations. Accordingly, none of Parent’s cash, cash equivalents or debt at the corporate level have been assigned to the Company in the Combined Financial Statements. Parent Company equity (deficit) represents Parent’s historical investment in the Company and includes accumulated net income attributable to the Parent, intercompany transactions and direct capital contributions, and expense allocations from Parent to the Company. See Note 3 — Related Party Transactions for a discussion of the relationship with the Parent, including a description of the costs allocated to the Company. 2. Summary of Significant Accounting Policies Description of Business The Company is a manufacturer and solutions provider delivering sustainable innovation in the waste industry including offerings of equipment and components, consumable supplies, aftermarket parts, software and digital solutions and support services. The Company's businesses are based primarily in the United States. Concentrations of Risk The Company's top two customers individually represent approximately 10%-20% of total revenues for the years ended December 31, 2023 and 2022. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the Combined Financial Statements and accompanying disclosures. These estimates may be adjusted due to changes in future economic, industry, or customer financial conditions, as well as changes in technology or demand. Estimates are used for, but not limited to, allowances for credit losses, net realizable value of inventories, warranty reserves, pension and post-retirement plans, stock-based compensation, useful lives for depreciation and amortization of long-lived assets including finite-lived intangibles, future cash flows associated with impairment testing for goodwill and other long-lived assets, deferred tax assets, unrecognized tax benefits and contingencies. Actual results may ultimately differ from these estimates, although management does not believe such differences would materially affect the Combined Financial Statements in any individual year. Estimates and assumptions are periodically reviewed and the effects of changes in these estimates and assumptions are reflected in the Combined Financial Statements in the period that they are determined. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 8

Accounts Receivable and Allowance for Credit Losses Accounts receivable are recorded at face amounts less an allowance for credit losses. The allowance is an estimate based on historical collection experience, current and future economic and market conditions and a review of the current status of each customer's trade accounts receivable. Management evaluates the aging of the accounts receivable balances and the financial condition of its customers and all other forward-looking information that is reasonably available to estimate the amount of accounts receivable that may not be collected in the future and records the appropriate provision. See Note 9 — Credit Losses for additional information. Inventories Inventories are stated at the lower of cost, determined on the first-in, first-out ("FIFO") basis, or net realizable value. During the reporting period, certain inventories were accounted for at the lower of cost, determined on the last-in, first-out ("LIFO") basis, or market in accordance with Parent accounting policies. During the fourth quarter of 2023, the Company voluntarily changed the method of accounting for these LIFO inventories to FIFO. The Parent believes the FIFO method is preferable because it better reflects the current value of inventories in the combined balance sheets and results in a uniform method across the Parent's businesses, which in turn provides more useful financial information to the Parent's investors and creditors. All periods presented reflect the FIFO method of accounting and cumulative effect of the change. See Note 6 — Inventories, net for additional information. Property, Plant and Equipment Property, plant and equipment includes the historical cost of land, buildings, machinery and equipment, purchased and internally developed software, and significant improvements to existing plant and equipment or, in the case of acquisitions, the fair value of acquired assets. Expenditures for maintenance, repairs and minor renewals are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts and the gain or loss realized on disposition is reflected in operating income within the combined statements of income. The Company depreciates its assets on a straight-line basis over their estimated useful lives as follows: buildings and improvements 5 to 31.5 years; machinery and equipment 3 to 15 years; furniture and fixtures 3 to 7 years; vehicles 3 to 7 years; and software 3 to 10 years. Goodwill and Other Intangible Assets Goodwill represents the excess of purchase price over the fair value of net assets acquired and is not amortized. For goodwill, impairment tests are required at least annually, or more frequently if events or circumstances indicate that it may be impaired, when some portion but not all of a reporting unit is disposed of or classified as assets held for sale, or when a change in the composition of reporting units occurs for other reasons. The Company performs its goodwill impairment test annually in the fourth quarter using either a quantitative or qualitative analysis. Goodwill is tested for impairment at the reporting unit level, and is based on the net assets for each reporting unit, including goodwill and intangible assets. Goodwill is assigned to each reporting unit, which is a component of an operating segment that constitutes a business for which discrete financial information is available and is regularly reviewed by segment management. The Company identified three reporting units for testing goodwill impairment. See Note 10 — Goodwill and Other Intangible Assets for further discussion of the Company's annual goodwill impairment test and results. Other intangible assets with determinable lives primarily consist of customer intangibles, unpatented technologies, patents and trademarks. The other intangible assets are amortized over their estimated useful lives, ranging from 5 to 20 years. Long-lived assets (including definite-lived intangible assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, such as a significant sustained change in the business climate. If an indicator of impairment exists for any grouping of assets, an estimate of undiscounted future cash flows is prepared and compared to its carrying value. If an asset group is determined to be impaired, the loss is measured by the excess of the carrying amount of the asset group over its fair value, as determined by an estimate of discounted future cash flows. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 9

Leases The Company determines if an arrangement is a lease at inception of a contract. The Company has operating leases for corporate offices, manufacturing plants, vehicle fleets and certain office and manufacturing equipment. Operating lease right-of-use ("ROU") assets are included in other assets and deferred charges and operating lease liabilities are included in other accrued expenses and other liabilities in the combined balance sheets. Leases with an initial term of 12 months or less are not recorded in the combined balance sheets. Finance leases as of December 31, 2023 and December 31, 2022 were immaterial. The Company accounts for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. Variable lease payment amounts that cannot be determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or lease liabilities. These are expensed as incurred and recorded as variable lease expense. ROU assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. ROU assets also include any advance lease payments made and exclude lease incentives. As most of the Company's operating leases do not provide an implicit rate, the Company uses Dover's incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. Fixed operating lease expense is recognized on a straight-line basis over the lease term. Supply Chain Financing Dover facilitates the opportunity for the Company's suppliers to participate in a voluntary supply chain financing ("SCF") program with a third-party financial institution. Participating suppliers are paid directly by the SCF financial institution and, in addition, may elect to sell receivables due from the Company to the SCF financial institution for early payment. Thus, participating suppliers have additional potential flexibility in managing their liquidity by accelerating, at their option and cost, the collection of receivables due from the Company. The Company and its suppliers agree on commercial terms, including payment terms, for the goods and services the Company procures, regardless of whether the supplier participates in SCF. For participating suppliers, the Company’s responsibility is limited to making all payments to the SCF financial institution on the terms originally negotiated with the supplier, irrespective of whether the supplier elects to sell receivables to the SCF financial institution. The Company does not determine the terms or conditions of the arrangement between the SCF financial institution and the Company's suppliers. The SCF financial institution pays the supplier on the invoice due date for any invoices that were not previously sold by the supplier. The agreement between Dover and the SCF financial institution does not require the Company to provide assets pledged as security or other forms of guarantees. Outstanding payments related to the SCF program are recorded within accounts payable in our combined balance sheets. As of December 31, 2023 and December 31, 2022, amounts due to the SCF financial institution were approximately $37,355 and $31,846, respectively. Revenue Recognition The majority of the Company's revenue is generated through the manufacture and sale of equipment, with revenue recognized upon transfer of control, title and risk of loss, which is generally upon shipment. Some revenue arrangements require delivery, installation, or other acceptance provisions to be satisfied before revenue is recognized. The Company includes shipping costs billed to customers in revenue and the related shipping costs in cost of goods and services. Stock-Based Compensation The principal awards issued under Dover's stock-based compensation plans include non-qualified stock appreciation rights ("SARs") and restricted stock units ("RSUs"). The cost for such awards is measured at the grant date based on the fair value of the award. At the time of grant, Dover estimates forfeitures, based on historical experience, in order to estimate the portion of the award that will ultimately vest. The value of the portion of the award that is expected to ultimately vest is recognized as ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 10

expense on a straight-line basis, generally over the explicit service period of three years (except for retirement-eligible employees) and is included in selling, general and administrative expenses in the combined statements of income. Expense for awards granted to retirement-eligible employees is recorded over the period from the date of grant through the date the employee first becomes eligible to retire and is no longer required to provide service. See Note 13 — Equity Incentive Program for additional information related to the Company's stock-based compensation. Income Taxes The Company’s operations have historically been included in Dover’s consolidated federal tax return and certain combined state returns. The income tax expense in these Combined Financial Statements has been determined on a stand-alone return basis in accordance with Accounting Standards Codification (“ASC”) 740 “Income Taxes,” which requires the recognition of income taxes using the liability method. Under this method, the Company is assumed to have historically filed a return separate from Dover, reporting its taxable income or loss and paying applicable tax based on its separate taxable income and associated tax attributes in each tax jurisdiction. Income taxes payable at each balance sheet date computed under the stand-alone return basis are classified within parent company equity (deficit) in the combined balance sheets since Dover is legally liable for the tax. Accordingly, changes in income taxes payable are recorded as a component of financing activities in the combined statements of cash flows. The calculation of income taxes on the separate return basis requires considerable judgment and the use of both estimates and allocations. As a result, the Company’s effective tax rate and deferred tax balances will differ from those in Dover’s historical periods. Additionally, the Company’s deferred tax balances as calculated on the separate return basis will differ from the deferred tax balances of Dover, if legally separated. See Note 12 — Income Taxes for additional information on the Company’s income taxes and unrecognized tax benefits. Research and Development Costs Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $14,054 in 2023 and $11,949 in 2022. These costs as a percent of revenue were 1.9% in 2023 and 1.8% in 2022. Research and development costs are reported within selling, general and administrative expenses in the combined statements of income. Advertising Costs Advertising costs are expensed when incurred and amounted to $1,747 in 2023 and $1,484 in 2022. Advertising costs are reported within selling, general and administrative expenses in the combined statements of income. Risk, Retention, Insurance The Company was covered under Dover's insurance policies during the years ended December 31, 2023 and 2022, which included various deductibles that, based on Dover's experience, are typical and customary for a company of the Parent's size and risk profile. Dover generally maintains insurance policies with deductibles for claims and liabilities related primarily to workers' compensation, health and welfare claims, general liability, product and automobile liability, cybersecurity risks, property damage and business interruption resulting from certain events. Dover accrues for claim exposures that are probable of occurrence and can be reasonably estimated and these costs are included in the corporate costs allocated to the Company. See Note 3 — Related Party Transactions for additional information on allocated costs. Recent Accounting Pronouncements Recently Issued Accounting Standards The following accounting standards updates ("ASU"), issued by the Financial Accounting Standards Board ("FASB"), will, or are expected to, result in a change in practice and/or have a financial impact to the Company's Combined Financial Statements: ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 11

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required in an entity’s income tax rate reconciliation table and requires disclosure of income taxes paid both in U.S. and foreign jurisdictions. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. Recently Adopted Accounting Standards In September 2022, the FASB issued ASU No. 2022-04 Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which became effective January 1, 2024. The adoption did not have a material impact on the Combined Financial Statements. See required disclosure within the Supply Chain Financing section of Note 2 — Summary of Significant Accounting Policies. 3. Related Party Transactions Allocated costs Dover provides the Company certain services, which include corporate executive management, human resources, information technology, facilities, tax, shared services, finance and legal services. The financial information in these Combined Financial Statements does not necessarily include all the expenses that would have been incurred had the Company been a separate, stand-alone entity. As such, the financial information herein may not necessarily reflect the combined financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, stand-alone entity during the periods presented. Management believes that the methods used to allocate expenses to the Company, which are based on direct usage where specifically identifiable, with others allocated based on revenue, headcount or other relevant measures, are a reasonable reflection of the utilization of services by, or the benefits provided to the Company, in the aggregate. The corporate expenses allocated to the Company totaled $12,798, and $12,012 for the years ended December 31, 2023 and 2022 which were primarily recorded in selling, general and administrative expenses in the combined statements of income. These amounts include corporate cost allocations for stock-based compensation discussed in Note 13 — Equity Incentive Program. The Company's total costs related to such support functions may differ from the costs that were historically allocated to it from Dover. All intercompany transactions between the Company's entities have been eliminated. Transactions between the Company and Dover, with the exception of related party payables included in accounts payable and notes payable to Parent discussed below, are reflected in equity in the combined balance sheets as “Parent company equity (deficit)” and in the combined statement of cash flows as a financing activity in “Net transfers (to) from Parent.” Related party payable The Company had outstanding accounts payable balances with Dover and its affiliates totaling $770 and $572 at December 31, 2023 and 2022, respectively. These balances are included in accounts payable in the combined balance sheets. Notes payable to Parent The Company has outstanding intercompany notes payable with Dover and its affiliates, which were put in place to fund the business over a defined period of time. The following table summarizes the Company's outstanding notes to Dover: ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 12

Maturity Date Principal December 31, 2023 December 31, 2022 December 31, 2024 $ 50,808 $ 50,808 $ 50,808 December 31, 2025 $ 48,500 48,500 48,500 December 31, 2026 $ 21,938 21,938 21,938 December 31, 2027 1 $ 78,320 78,320 78,320 December 31, 2027 1 $ 15,437 15,437 15,437 December 31, 2028 2 $ 30,000 30,000 30,000 December 31, 2028 2 $ 47,200 47,200 47,200 292,203 292,203 Less: Notes payable to Parent - current 50,808 — Notes payable to Parent - non-current $ 241,395 $ 292,203 1 Promissory note was renewed on December 31, 2022 with a new five-year term. 2 Promissory note was renewed on December 31, 2023 with a new five-year term. Historically, these financing arrangements were continually renewed with no intention to settle the obligations in cash. These notes are classified separately from Parent Company equity (deficit) within the combined balance sheets because the notes are legally binding instruments that bear interest at the prime rate adjusted quarterly, the expense for which is reflected in the combined statements of income. Accrued interest is settled quarterly and therefore as of December 31, 2023 and 2022 there was no accrued interest outstanding. The average interest rates for all of the outstanding notes were 8.1% and 4.4% and the net interest expense on these notes totaled $23,559, and $12,966 for the years ended December 31, 2023, and 2022, respectively. It is management’s intention to settle these notes, as well as the Parent deficit presented in the combined statements of equity (deficit), in non-cash transactions prior to the consummation of the sale. These notes are not necessarily representative of the Company's future debt levels. 4. Revenue Revenue from Contracts with Customers A majority of the Company's revenue is short cycle in nature with shipments within one year from order. A small portion of the Company's revenue derives from contracts extending over one year. The Company's payment terms generally range between 30 to 90 days and vary by the location of businesses, the type of products manufactured to be sold and the volume of products sold, among other factors. Disaggregation of Revenue We disaggregate revenue from contracts with customers by equipment revenue, aftermarket revenue, and digital solutions revenue, as we believe it best depicts the nature, amount, and timing of our revenues. Years Ended December 31, 2023 2022 Equipment $ 538,217 $ 457,575 Aftermarket 137,572 132,273 Digital solutions 77,865 70,961 Total $ 753,654 $ 660,809 Performance Obligations A majority of the Company's contracts have a single performance obligation which represents, in most cases, the equipment or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation, extended warranty, digital solutions, and/or maintenance services. These contracts require judgment in determining the number of performance obligations. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 13

The Company has elected to use the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if it is expected, at contract inception, that the period between when the Company transfers a promised good or service to a customer, and when the customer pays for that good or service, will be one year or less. Thus, the Company may not consider an advance payment to be a significant financing component, if it is received less than one year before product completion. The majority of the Company's contracts offer assurance-type warranties in connection with the sale of a product to a customer. Assurance-type warranties provide a customer with assurance that the related product will function as the parties intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance obligation. The Company may also offer service-type warranties that provide services to the customer, in addition to the assurance that the product complies with agreed-upon specifications. If a warranty is determined to be a service-type warranty, it represents a distinct service and is treated as a separate performance obligation. Estimates are used to determine the standalone selling price among separate performance obligations and the measure of progress for contracts where revenue is recognized over time. The Company reviews and updates these estimates regularly. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the standalone selling price for separate performance obligations or a cost plus margin approach when one is not available. Approximately 95% of the Company's revenue is recognized at a point in time, rather than over time, as the Company completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically upon shipment or completion of installation or other substantive acceptance provisions required under the contract. Approximately 5% of the Company's revenue is recognized over time and relates to the sale of extended warranties, digital solutions and services. Revenue related to these arrangements is recognized ratably as the customer receives and consumes the benefits throughout the contract period. Transaction Price Allocated to the Remaining Performance Obligations At December 31, 2023, we estimated that $18,021 in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. Remaining consideration pertains to contracts with multiple performance obligations, and multi-year service agreements which are typically recognized as the performance obligation is satisfied. We expect to recognize approximately 29.7% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue in 2024, 29.0% in 2025, and 16.4% in 2026, with the remaining balance to be recognized in 2027 and thereafter. The Company applied the standard's practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed. Contract Balances The following table provides information about contract liabilities from contracts with customers: December 31, 2023 December 31, 2022 December 31, 2021 Contract liabilities - current $ 16,494 $ 15,338 $ 14,249 Contract liabilities - non-current 12,447 13,461 12,222 Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized. Current contract liabilities are recorded in deferred revenue and non-current contract liabilities are recorded in other liabilities in the combined balance sheets. Contract liabilities are reduced when the associated revenue from the contract is recognized. The Company had no contract assets as of December 31, 2023 or 2022. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 14

The revenue recognized during 2023 and 2022 that was included in the contract liabilities at the beginning of the respective periods amounted to $14,487 and $13,397, respectively. Contract Costs Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and included within selling, general and administrative in the combined statements of income. 5. Asset Acquisition On April 6, 2022, the Company acquired certain intellectual property assets (IP) relating to electric refuse collection vehicles from Boivin Evolution Inc. for $30,200, including contingent consideration. The contingent consideration is based on a percentage of revenues generated from the asset over the earn-out period, which is the earlier of April 6, 2030 or the achievement of the full earn-out of $20,000. If the accumulated earn-out through April 6, 2030 is less than the minimum of $5,000, the earn-out period will extend until such time that the minimum earn-out is achieved. As of December 31, 2023 and 2022, $20,000 of contingent consideration was recorded in other liabilities within the combined balance sheets as the payments required under the earn-out are expected to be made beyond twelve months from December 31, 2023. The acquisition did not meet the definition of a business and was accounted for as an asset acquisition. The purchase price is allocated entirely to the assets acquired which were classified as unpatented technologies recorded in intangible assets, net within the combined balance sheets and are amortized on a straight-line basis over a useful life of 10 years. The amortization expense is recorded in cost of goods and services within the combined statements of income. 6. Inventories, net December 31, 2023 December 31, 2022 Raw materials $ 47,324 $ 50,444 Work in progress 8,721 8,725 Finished goods 29,944 31,501 Subtotal 85,989 90,670 Less reserves (4,627) (5,900) Total $ 81,362 $ 84,770 As a result of the retrospective application of the change in accounting method from LIFO to FIFO in the fourth quarter of 2023, the following financial statement line items within the accompanying financial statements were impacted, as follows: December 31, 2023 December 31, 2022 As Computed under LIFO As Reported under FIFO Effect of Change As Computed under LIFO As Reported under FIFO Effect of Change Combined Balance Sheets Inventories, net $ 66,815 $ 81,362 $ 14,547 $ 70,619 $ 84,770 $ 14,151 Other assets and deferred charges 12,179 9,594 (2,585) 9,446 7,143 (2,303) Deferred income taxes — — — — 1,073 1,073 Parent company equity (deficit) (72,123) (60,161) 11,962 (64,551) (53,776) 10,775 The cumulative effect of the retrospective change on periods presented prior to 2022 resulted in a decrease to Parent company deficit of $10,016, which is net of a deferred tax liability of $3,139, and is presented in the combined statements of equity (deficit). The impacts to the periods presented in the combined statements of income, combined statements of equity (deficit) and combined statements of cash flows were immaterial. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 15

7. Property, Plant and Equipment, net December 31, 2023 December 31, 2022 Land $ 1,721 $ 1,721 Buildings and improvements 48,517 46,473 Machinery, equipment and other 84,156 80,662 Property, plant and equipment, gross 134,394 128,856 Accumulated depreciation (81,050) (78,192) Property, plant and equipment, net $ 53,344 $ 50,664 Depreciation expense totaled $6,074 and $5,188 for the years ended December 31, 2023 and 2022, respectively. 8. Leases The Company's ROU assets and lease liabilities are discussed in detail in Note 2 — Summary of Significant Accounting Policies. The components of operating lease costs were as follows: Years Ended December 31, 2023 2022 Fixed $ 1,256 $ 1,125 Variable 74 80 Short-term 1,841 1,805 Total $ 3,171 $ 3,010 Supplemental cash flow information related to leases was as follows: Years Ended December 31, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 1,239 $ 1,295 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 1,274 Supplemental balance sheet information related to operating leases was as follows: December 31, 2023 December 31, 2022 Right-of-use assets: Other assets and deferred charges $ 2,927 $ 4,079 Operating lease liabilities: Other accrued expenses $ 817 $ 1,211 Other liabilities 2,161 2,971 Total operating lease liabilities $ 2,978 $ 4,182 ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 16

The aggregate future lease payments for operating leases as of December 31, 2023 are as follows: 2024 $ 886 2025 784 2026 797 2027 676 2028 — Thereafter — Total lease payments 3,143 Less interest (165) Present value of lease liabilities $ 2,978 Average lease terms and discount rates of operating leases were as follows: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) 2.6 3.3 Weighted-average discount rate 2.8 % 2.6 % 9. Credit Losses The Company is exposed to credit losses primarily through sales of products and services. Due to the short-term nature of such receivables, the estimate of amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and other historical and forward-looking information on the financial condition of the customers that is reasonably available. Balances are written off when determined to be uncollectible. The following table provides a rollforward of the allowance for credit losses deducted from accounts receivable that represent the net amount expected to be collected. 2023 2022 Balance at January 1 $ 895 $ 849 Provision for expected credit losses, net of recoveries 237 54 Amounts written off charged against the allowance (299) (22) Other — 14 Balance at December 31 $ 833 $ 895 10. Goodwill and Other Intangible Assets Goodwill There were no changes in the carrying value of goodwill in the combined balance sheets for the periods ended December 31, 2023 and 2022. Goodwill totaled $130,331 for both the years ended December 31, 2023 and 2022. No accumulated impairments exist as of December 31, 2023. Annual impairment testing In connection with the 2023 and 2022 annual goodwill assessments, management performed qualitative impairment assessments of the Company’s reporting units. The qualitative analyses evaluated factors, including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. In completing these assessments, the Company did not identify any changes in events or circumstances that indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount. Accordingly, no quantitative goodwill impairment test was performed and no impairment of goodwill was required for the years ended December 31, 2023 or 2022. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 17

Intangible Assets The Company's definite-lived intangible assets by major asset class were as follows: December 31, 2023 December 31, 2022 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Amortized intangible assets: Customer intangibles $ 40,802 $ 29,445 $ 11,357 $ 40,802 $ 26,820 $ 13,982 Trademarks 6,106 4,706 1,400 6,106 4,224 1,882 Patents 2,281 2,281 — 2,281 2,281 — Unpatented technologies 33,156 7,204 25,952 33,156 3,970 29,186 Total intangible assets, net $ 82,345 $ 43,636 $ 38,709 $ 82,345 $ 37,295 $ 45,050 The Company recorded $0 and $30,200 of acquired intangible assets in 2023 and 2022, respectively. See Note 5 — Asset Acquisition for further information. The assets acquired in 2022 were classified as unpatented technologies. For the years ended December 31, 2023 and 2022, amortization expense was $6,341 and $6,693, respectively. Amortization expense is comprised of acquisition-related intangible amortization. Estimated future amortization expense related to intangible assets held at December 31, 2023 for the next five years is as follows: Estimated Amortization 2024 $ 5,439 2025 5,439 2026 5,439 2027 5,237 2028 4,230 11. Other Accrued Expenses and Other Liabilities The following table details the major components of other accrued expenses: December 31, 2023 December 31, 2022 Warranty $ 8,621 $ 5,393 Accrued commissions (non-employee) 2,093 1,465 Accrued freight 2,072 1,430 Taxes other than income 1,259 1,103 Operating lease liabilities 817 1,211 Restructuring and exit costs 302 35 Accrued rebates and volume discounts 75 1,138 Other 3,786 4,418 Total other accrued expenses $ 19,025 $ 16,193 ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 18

The following table details the major components of other liabilities (non-current): December 31, 2023 December 31, 2022 Contingent consideration owed for acquisition $ 20,000 $ 20,000 Deferred revenue 12,447 13,461 Unrecognized tax benefits 2,448 2,422 Deferred compensation 2,364 2,877 Operating lease liabilities 2,161 2,971 Total other liabilities $ 39,420 $ 41,731 Warranty Estimated warranty program claims are provided for at the time of sale. Amounts provided for are based on historical costs and adjusted for new claims. The changes in the carrying amount of product warranties were as follows: 2023 2022 Balance at January 1 $ 5,393 $ 5,300 Provision for warranties 15,549 9,606 Settlements made (12,321) (9,513) Balance at December 31 $ 8,621 $ 5,393 12. Income Taxes The operations of the Company have been historically included in Dover’s U.S. combined federal and state income tax returns. Income tax expense and deferred tax balances are presented in these financial statements as if the Company filed its own tax returns in each jurisdiction. Tax credits and attributes generated by the Company have been utilized by Dover. Income before provision for income taxes are entirely domestic. Income tax expense for the years ended December 31, 2023 and 2022 is comprised of the following: Years Ended December 31, 2023 2022 Current: U.S. federal $ 22,235 $ 13,773 State and local 5,412 2,269 Total current 27,647 16,042 Deferred: U.S. federal (3,800) 317 State and local (818) (233) Total deferred (4,618) 84 Total expense $ 23,029 $ 16,126 Differences between the effective income tax rate and the U.S. federal income statutory tax rate are as follows: Years Ended December 31, 2023 2022 U.S. federal income tax rate 21.0 % 21.0 % State and local taxes, net of federal income tax benefit 3.5 3.2 Tax credits (0.9) (0.8) Resolution of tax contingencies — (1.0) Other 0.3 (0.2) Effective tax rate 23.9 % 22.2 % ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 19

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows: December 31, 2023 December 31, 2022 Deferred Tax Assets: Accrued compensation $ 2,538 $ 2,015 Accrued expenses, including warranty costs 2,374 1,421 Allowance for credit losses 205 217 Deferred revenue and other liabilities 3,162 3,516 Lease obligations 1,711 1,732 Capitalized research and development 5,690 2,491 Total deferred tax assets $ 15,680 $ 11,392 Deferred Tax Liabilities: Intangible assets $ (3,219) $ (3,187) Property, plant and equipment (6,406) (6,233) Lease right-of-use assets (1,698) (1,707) Inventories (542) (1,068) Total deferred tax liabilities (11,865) (12,195) Net deferred tax asset (liability) $ 3,815 $ (803) Classified as follows in the Combined Balance Sheets: Other assets and deferred charges $ 3,815 $ 270 Deferred income taxes — (1,073) $ 3,815 $ (803) As of December 31, 2023, the Company has no deferred tax assets recorded related to tax loss and tax credit carryforwards. The Company has unrecognized tax benefits (inclusive of interest) of $2,448 and $2,422 recorded as of December 31, 2023 and 2022, respectively, that are recorded on the combined balance sheets in other liabilities. The Company recognizes interest accrued related to unrecognized tax benefits and penalties through income tax expense. During the years ended December 31, 2023 and 2022, the Company recorded $48, and $165, respectively, of an income tax benefit for interest and penalties related to net reductions of unrecognized tax benefits. The Company had accrued interest and penalties of $514 at December 31, 2023 and $509 at December 31, 2022. Operations of the Company are included in the consolidated U.S. federal and combined unitary state and local income tax returns filed by Dover, where applicable. With few exceptions, as of December 31, 2023, the Company is no longer subject to U.S federal, state, or local examinations by tax authorities for the years prior to 2020. It is reasonably possible that a decrease of up to $1,433 (exclusive of interest and penalties) in unrecognized tax benefits may occur during the next 12 months. 13. Equity Incentive Program Dover grants share-based awards to its officers and other key employees, including certain Company individuals. The following disclosures reflect the portion of Dover's program in which the Company's employees participate. All awards granted under the program consist of Dover common shares and are not necessarily indicative of the results that the Company would have experienced as an independent, publicly-traded company for the periods presented. Upon consummation of the sale of the Company, RSUs and SARs will generally continue to vest as if employment has not terminated until the earlier of 12 months from the date of employment termination or remaining vesting period. All other outstanding RSUs and SARs that relate to a performance period ending after the date of sale will be canceled. Compensation expense will be recorded on the date of sale for the awards that will continue to vest, offset by the canceled awards. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 20

Stock-based compensation costs are reported within selling, general and administrative expenses in the combined statements of income. The following table summarizes the Company's compensation expense relating to all stock-based incentive plans: Years Ended December 31, 2023 2022 Pre-tax stock-based compensation expense $ 2,363 $ 2,325 Tax benefit (186) (212) Total stock-based compensation expense, net of tax $ 2,177 $ 2,113 Corporate stock-based compensation costs of $1,664 and $1,579 were allocated to the Company and included in the pre-tax stock-based compensation expense presented above for the years ended December 31, 2023 and 2022. See Note 3 — Related Party Transactions for details on corporate allocations. SARs The exercise price per share for SARs is equal to the closing price of Dover's stock on the New York Stock Exchange on the date of grant. New common shares are issued when SARs are exercised. The period during which SARs are exercisable is fixed by Dover's Compensation Committee at the time of grant. Generally, the SARs vest after three years of service and expire at the end of ten years. In 2023 and 2022, Dover issued SARs to the Company's employees covering 10,224 and 10,861 shares, respectively. The fair value of each SAR grant was estimated on the date of grant using a Black-Scholes option-pricing model with the following assumptions: 2023 2022 Risk-free interest rate 3.91 % 1.86 % Dividend yield 1.32 % 1.25 % Expected life (years) 5.4 5.4 Volatility 30.65 % 29.46 % Grant price $153.25 $160.21 Fair value per share at date of grant $47.27 $42.07 Expected volatilities are based on Dover's stock price history, including implied volatilities from traded options on Dover stock. Dover uses historical data to estimate SAR exercises and employee termination patterns within the valuation model. The expected life of SARs granted is derived from the output of the option valuation model and represents the average period of time that SARs granted are expected to be outstanding. The interest rate for periods within the contractual life of the awards is based on the U.S. Treasury yield curve in effect at the time of grant. A summary of activity relating to SARs granted to the Company's employees under the Dover plans for the year ended December 31, 2023 is as follows: SARs Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Outstanding at January 1, 2023 77,697 $ 98.15 Granted 10,224 153.25 Forfeited / expired (3,458) 144.63 Exercised (16,048) 83.91 Outstanding at December 31, 2023 68,415 107.38 5.7 $ 3,223 Exercisable at December 31, 2023 41,462 $ 84.73 4.2 $ 2,864 ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 21

Unrecognized compensation expense related to SARs not yet exercisable was $96 at December 31, 2023. This cost is expected to be recognized over a weighted average period of 1.6 years. Other information regarding the exercise of SARs is listed below: 2023 2022 Fair value of SARs that became exercisable $ 263 $ 269 Aggregate intrinsic value of SARs exercised $ 1,079 $ 335 RSUs Dover also has restricted stock authorized for grant. Common stock of Dover may be granted at no cost to certain officers and key employees. In general, restrictions limit the sale or transfer of these shares during a three-year period, and restrictions lapse proportionately over the three-year period. Dover granted 3,068 and 2,284 of RSUs to the Company's employees in 2023 and 2022, respectively. The fair value of these awards was determined using Dover's closing stock price on the date of grant, which was $153.25 and $160.21 in 2023 and 2022, respectively. A summary of activity for RSUs granted to the Company's employees for the year ended December 31, 2023 is as follows: Number of Shares Weighted Average Grant-Date Fair Value Unvested at January 1, 2023 4,732 $ 136.91 Granted 3,068 153.25 Forfeited (548) 149.13 Vested (2,249) 132.84 Unvested at December 31, 2023 5,003 $ 147.43 Unrecognized compensation expense relating to unvested RSUs as of December 31, 2023 was $254, which will be recognized over a weighted average period of 1.4 years. 14. Commitments and Contingent Liabilities Guarantees The Company has provided typical indemnities in connection with sales of certain businesses and assets, including representations and warranties and related indemnities for environmental, health and safety, tax and employment matters. The Company does not have any material liabilities recorded for these indemnifications and is not aware of any claims or other information that would give rise to material payments under such indemnities. Litigation The Company is party to a number of other legal proceedings incidental to its businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company's products, patent infringement, employment matters and commercial disputes. Management and legal counsel review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and consider the availability and extent of insurance coverage. The Company has estimated liabilities for these other legal matters that are probable and estimable, and at December 31, 2023 and 2022, these estimated liabilities were immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its combined financial position, results of operations, or cash flows. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 22

15. Defined Contribution Plan Dover offers a defined contribution retirement plan which covers the majority of its U.S. employees. The Company's expense relating to defined contribution plans was $4,435 and $4,035 for the years ended December 31, 2023 and 2022, respectively. 16. Equity Investments On March 22, 2018, the Company acquired a 13% equity interest in Compology, Inc. ("Compology"), a start-up technology company for image sensors, for $5,000 (recorded in other assets and deferred charges in the combined balance sheets). The fair value of the investment at the acquisition date was determined using the measurement alternative which measures an investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. The fair value measurement of the investment is based on significant unobservable inputs, including non-public equity issuances, and thus represents a Level 3 input. In June 2022, Compology entered into a letter of intent to be acquired by Roadrunner Recycling, Inc. ("Roadrunner Recycling") for $27,000. The transaction constituted an observable transaction which triggered the remeasurement of the Company's investment to fair value based on the transaction price. The Company remeasured its investment to fair value of $2,573 and recognized an impairment of $2,427 which is recorded within other (income) expense, net on the combined statements of income for the year ended December 31, 2022. Subsequently on October 4, 2022, Roadrunner Recycling completed its acquisition of Compology and the Company's Compology shares were converted to Roadrunner Recycling shares. The carrying value of the Company's Roadrunner Recycling investment was $2,573 at December 31, 2023 and 2022. 17. Subsequent Events The Company has evaluated subsequent events through August 9, 2024, the date the financial statements for the fiscal years ended December 31, 2023 and 2022, were issued. On February 29, 2024, the Company disposed of its investment in Roadrunner Recycling for total consideration of $1,860, resulting in a loss of $713 recognized in 2024. On July 21, 2024, the Parent entered into a definitive agreement to sell the Company for approximately $2.0 billion on a cash-free and debt-free basis, subject to customary post-closing adjustments. The transaction is expected to close before year-end 2024, subject to customary closing conditions, including receipt of regulatory approvals. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) 23

Exhibit 99.5

Environmental Solutions Group Unaudited Condensed Combined Financial Statements As of June 30, 2024 and for the Six Months Ended June 30, 2024 and June 30, 2023 1

ENVIRONMENTAL SOLUTIONS GROUP CONDENSED COMBINED STATEMENTS OF INCOME (In thousands) (Unaudited) 2024 2023 Revenue $ 439,703 $ 357,873 Cost of goods and services 311,482 261,234 Gross profit 128,221 96,639 Selling, general and administrative expenses 48,439 41,757 Operating income 79,782 54,882 Interest expense 12,421 11,325 Other expense (income), net 335 (292) Income before provision for income taxes 67,026 43,849 Provision for income taxes 16,395 10,678 Net income $ 50,631 $ 33,171 Six Months Ended June 30, See Notes to Condensed Combined Financial Statements 2

ENVIRONMENTAL SOLUTIONS GROUP CONDENSED COMBINED BALANCE SHEETS (In thousands) (Unaudited) June 30, 2024 December 31, 2023 Current assets: Receivables, net $ 117,165 $ 110,933 Inventories, net 76,484 81,362 Prepaid and other current assets 2,398 2,726 Total current assets 196,047 195,021 Property, plant and equipment, net 62,341 53,344 Goodwill 130,331 130,331 Intangible assets, net 35,989 38,709 Other assets and deferred charges 8,802 9,594 Total assets $ 433,510 $ 426,999 Current liabilities: Notes payable to Parent - current $ 50,808 $ 50,808 Accounts payable 115,710 104,845 Accrued compensation and employee benefits 14,562 15,173 Deferred revenue 12,945 16,494 Other accrued expenses 19,924 19,025 Total current liabilities 213,949 206,345 Other liabilities 38,160 39,420 Notes payable to Parent 241,395 241,395 Total liabilities 493,504 487,160 Parent company equity (deficit) (59,994) (60,161) Total liabilities and Parent company equity (deficit) $ 433,510 $ 426,999 See Notes to Condensed Combined Financial Statements 3

ENVIRONMENTAL SOLUTIONS GROUP CONDENSED COMBINED STATEMENTS OF EQUITY (DEFICIT) (In thousands) (Unaudited) Total Parent Company Equity (Deficit) Balance at December 31, 2023 $ (60,161) Net income 50,631 Transfers to Parent (50,464) Balance at June 30, 2024 $ (59,994) Total Parent Company Equity (Deficit) Balance at December 31, 2022 $ (53,776) Net income 33,171 Transfers to Parent (27,840) Balance at June 30, 2023 $ (48,445) See Notes to Condensed Combined Financial Statements 4

ENVIRONMENTAL SOLUTIONS GROUP CONDENSED COMBINED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2024 2023 Operating Activities: Net income $ 50,631 $ 33,171 Adjustments to reconcile net income to cash provided by operating activities: Depreciation and amortization 5,867 6,550 Stock-based compensation 570 573 Equity investment impairment 713 — Provision for losses on accounts receivable (net of recoveries) 678 194 Deferred income taxes (1,542) (2,590) Other, net 152 478 Cash effect of changes in assets and liabilities: Receivables, net (6,914) (15,457) Inventories, net 4,878 (341) Prepaid and other assets (27) (601) Accounts payable 8,198 10,695 Accrued compensation and employee benefits (1,204) (393) Accrued expenses and other liabilities (3,820) (465) Accrued taxes 619 66 Net cash provided by operating activities 58,799 31,880 Investing Activities: Additions to property, plant and equipment (9,475) (3,500) Proceeds from sale of equity investment 1,860 — Other (150) 33 Net cash used in investing activities (7,765) (3,467) Financing Activities: Net transfers to Parent (51,034) (28,413) Net cash used in financing activities (51,034) (28,413) Net change in cash and cash equivalents — — Cash and cash equivalents at beginning of year — — Cash and cash equivalents at end of year $ — $ — See Notes to Condensed Combined Financial Statements 5

1. Basis of Presentation On July 21, 2024, Dover Corporation ("Dover" or "Parent") signed a definitive agreement to sell Environmental Solutions Group ("the Company"), an operating company consisting of certain legal entities focused on or related to the solid waste and recycling industry within Dover's Engineered Products segment, to Terex Corporation ("Terex"). The consummation of the sale requires the Parent to deliver to the buyer unaudited carve-out interim financial statements of the Company as of and for the six months ended June 30, 2024 and 2023, in addition to audited carve-out financial statements of the Company as of and for the years ended December 31, 2023 and 2022. The consummation of the sale is subject to certain customary conditions, including the expiration or termination of all applicable waiting periods under the HSR Act. The accompanying unaudited interim Condensed Combined Financial Statements of the Company (the "Condensed Combined Financial Statements") have been prepared on a stand-alone basis and are derived from Dover's consolidated financial statements and accounting records. The financial data presented herein should be read in conjunction with the Combined Financial Statements of the Company and accompanying notes as of December 31, 2023 and 2022. The Condensed Combined Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Condensed Combined Financial Statements and accompanying notes, and include all adjustments necessary to state fairly the combined financial position, results of operations, and cash flows for the interim periods presented. Results for interim periods should not be considered indicative of results for the full year. The Condensed Combined Financial Statements include Parent assets and liabilities that are specifically identifiable or otherwise attributable to the Company and allocations of expenses from Parent. However, amounts recognized by the Company are not necessarily representative of the amounts that would have been reflected in the Condensed Combined Financial Statements had the Company operated independently of Parent. Related party allocations are discussed further in Note 2 — Related Party Transactions. The Company is dependent upon its Parent for all of its working capital and financing requirements as the Parent uses a centralized approach to cash management and financing of its operations. Accordingly, none of Parent’s cash, cash equivalents or debt at the corporate level have been assigned to the Company in the Condensed Combined Financial Statements. Parent Company equity (deficit) represents Parent’s historical investment in the Company and includes accumulated net income attributable to the Parent, intercompany transactions and direct capital contributions, and expense allocations from Parent to the Company. See Note 2 — Related Party Transactions for a discussion of the relationship with the Parent, including a description of the costs allocated to the Company. 2. Related Party Transactions Allocated costs Dover provides the Company certain services, which include corporate executive management, human resources, information technology, facilities, tax, shared services, finance and legal services. The financial information in these Condensed Combined Financial Statements does not necessarily include all the expenses that would have been incurred had the Company been a separate, stand-alone entity. As such, the financial information herein may not necessarily reflect the combined financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, stand-alone entity during the periods presented. Management believes that the methods used to allocate expenses to the Company, which are based on direct usage where specifically identifiable, with others allocated based on revenue, headcount or other relevant measures, are a reasonable reflection of the utilization of services by, or the benefits provided to the Company, in the aggregate. The corporate expenses allocated to the Company totaled $7,421 and $5,758 for the six months ended June 30, 2024 and 2023, which were primarily recorded in selling, general and administrative expenses in the condensed combined statements of income. These amounts include corporate cost allocations for stock-based compensation discussed in Note 9 — Equity Incentive Program. The Company's total costs related to such support functions may differ from the costs that were historically allocated to it from Dover. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) (Unaudited) 6

All intercompany transactions between the Company's entities have been eliminated. Transactions between the Company and Dover, with the exception of related party payable included in accounts payable and notes payable to Parent discussed below, are reflected in equity in the condensed combined balance sheets as “Parent company equity (deficit)” and in the condensed combined statement of cash flows as a financing activity in “Net transfers (to) from Parent.” Related party payable The Company had outstanding accounts payable balances with Dover and its affiliates totaling $817 and $770 at June 30, 2024 and December 31, 2023, respectively. These balances are included in accounts payable in the condensed combined balance sheets. Notes payable to Parent The Company has outstanding intercompany notes payable with Dover and its affiliates, which were put in place to fund the business over a defined period of time. The following table summarizes the Company's outstanding notes to Dover: Maturity Date Principal June 30, 2024 December 31, 2023 December 31, 2024 $ 50,808 $ 50,808 $ 50,808 December 31, 2025 $ 48,500 48,500 48,500 December 31, 2026 $ 21,938 21,938 21,938 December 31, 2027 1 $ 78,320 78,320 78,320 December 31, 2027 1 $ 15,437 15,437 15,437 December 31, 2028 2 $ 30,000 30,000 30,000 December 31, 2028 2 $ 47,200 47,200 47,200 292,203 292,203 Less: Notes payable to Parent - current 50,808 50,808 Notes payable to Parent - non-current $ 241,395 $ 241,395 1 Promissory note was renewed on December 31, 2022 with a new five-year term. 2 Promissory note was renewed on December 31, 2023 with a new five-year term. Historically, these financing arrangements were continually renewed with no intention to settle the obligations in cash. These notes are classified separately from Parent Company equity (deficit) within the condensed combined balance sheets because the notes are legally binding instruments that bear interest at the prime rate adjusted quarterly, the expense for which is reflected in the condensed combined statements of income. Accrued interest is settled quarterly and therefore as of June 30, 2024 and December 31, 2023, there was no accrued interest outstanding. For the six months ended June 30, 2024 and 2023, the average interest rates for all of the outstanding notes were 8.5% and 7.8% and the net interest expense on these notes totaled $12,421, and $11,325, respectively. It is management’s intention to settle these notes, as well as the Parent deficit presented in the condensed combined statement of equity (deficit), in non-cash transactions prior to the consummation of the sale. These notes are not necessarily representative of the Company's future debt levels. 3. Revenue Revenue from Contracts with Customers A majority of the Company's revenue is short cycle in nature with shipments within one year from order. A small portion of the Company's revenue derives from contracts extending over one year. The Company's payment terms generally range between 30 to 90 days and vary by the location of businesses, the type of products manufactured to be sold and the volume of products sold, among other factors. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) (Unaudited) 7

Disaggregation of Revenue We disaggregate revenue from contracts with customers by equipment revenue, aftermarket revenue, and digital solutions revenue, as we believe it best depicts the nature, amount, and timing of our revenues. Six Months Ended June 30, 2024 2023 Equipment $ 324,287 $ 252,574 Aftermarket 73,653 70,182 Digital solutions 41,763 35,117 Total $ 439,703 $ 357,873 Performance Obligations Approximately 95% of the Company's revenue is recognized at a point in time, rather than over time, as the Company completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically upon shipment or completion of installation or other substantive acceptance provisions required under the contract. Approximately 5% of the Company's revenue is recognized over time and relates to the sale of extended warranties, digital solutions and services. Revenue related to these arrangements is recognized ratably as the customer receives and consumes the benefits throughout the contract period. A majority of the Company's contracts have a single performance obligation which represents, in most cases, the equipment or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation, extended warranty, digital solutions, and/or maintenance services. These contracts require judgment in determining the number of performance obligations. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation. The Company uses an observable price to determine the standalone selling price for separate performance obligations or a cost plus margin approach when one is not available. At June 30, 2024, we estimated that $18,944 in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. Remaining consideration pertains to contracts with multiple performance obligations, and multi-year service agreements which are typically recognized as the performance obligation is satisfied. We expect to recognize approximately 50.3% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue through 2025, 21.2% in 2026, and 13.6% in 2027, with the remaining balance to be recognized in 2028 and thereafter. The Company applied the standard's practical expedient that permits the omission of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed. Contract Balances The following table provides information about contract liabilities from contracts with customers: June 30, 2024 December 31, 2023 December 31, 2022 Contract liabilities - current $ 12,945 $ 16,494 $ 15,338 Contract liabilities - non-current 11,773 12,447 13,461 Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized. Current contract liabilities are recorded in deferred revenue and non-current contract liabilities are recorded in other liabilities in the condensed combined balance sheets. Contract liabilities are reduced when the associated revenue from the contract is recognized. The Company had no contract assets as of June 30, 2024 or December 31, 2023. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) (Unaudited) 8

The revenue recognized during the six months ended June 30, 2024 and 2023 that was included in the contract liabilities at the beginning of the respective periods amounted to $8,960 and $8,733, respectively. 4. Inventories, net June 30, 2024 December 31, 2023 Raw materials $ 47,668 $ 47,324 Work in progress 7,722 8,721 Finished goods 27,436 29,944 Subtotal 82,826 85,989 Less reserves (6,342) (4,627) Total $ 76,484 $ 81,362 As a result of the retrospective application of the change in accounting method from LIFO to FIFO in the fourth quarter of 2023, the following financial statement line items within the accompanying financial statements were impacted, as follows: December 31, 2023 As Computed under LIFO As Reported under FIFO Effect of Change Condensed Combined Balance Sheets Inventories, net $ 66,815 $ 81,362 $ 14,547 Other assets and deferred charges 12,179 9,594 (2,585) Parent company equity (deficit) (72,123) (60,161) 11,962 The impacts to the periods presented in the condensed combined statements of income, condensed combined statements of equity (deficit) and condensed combined statements of cash flows were immaterial. 5. Property, Plant and Equipment, net June 30, 2024 December 31, 2023 Land $ 1,721 $ 1,721 Buildings and improvements 49,158 48,517 Machinery, equipment and other 95,471 84,156 Property, plant and equipment, gross 146,350 134,394 Accumulated depreciation (84,009) (81,050) Property, plant and equipment, net $ 62,341 $ 53,344 Depreciation expense totaled $3,147 and $2,927 for the six months ended June 30, 2024 and 2023, respectively. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) (Unaudited) 9

6. Credit Losses The Company is exposed to credit losses primarily through sales of products and services. Due to the short-term nature of such receivables, the estimate of amount of accounts receivable that may not be collected is based on aging of the accounts receivable balances and other historical and forward-looking information on the financial condition of the customers that is reasonably available. Balances are written off when determined to be uncollectible. The following table provides a rollforward of the allowance for credit losses deducted from accounts receivable that represent the net amount expected to be collected. 2024 2023 Balance at January 1 $ 833 $ 895 Provision for expected credit losses, net of recoveries 678 194 Amounts written off charged against the allowance (7) (13) Balance at June 30 $ 1,504 $ 1,076 7. Goodwill and Other Intangible Assets Goodwill There were no changes in the carrying value of goodwill in the condensed combined balance sheets for the periods ended June 30, 2024 and December 31, 2023. Goodwill amounted to $130,331 as of June 30, 2024 and December 31, 2023. Intangible Assets The Company's definite-lived intangible assets by major asset class were as follows: June 30, 2024 December 31, 2023 Gross Amount Accumulated Amortization Net Carrying Amount Gross Amount Accumulated Amortization Net Carrying Amount Amortized intangible assets: Customer intangibles $ 40,802 $ 30,468 $ 10,334 $ 40,802 $ 29,445 $ 11,357 Trademarks 6,106 4,786 1,320 6,106 4,706 1,400 Patents 2,281 2,281 — 2,281 2,281 — Unpatented technologies 33,156 8,821 24,335 33,156 7,204 25,952 Total intangible assets, net $ 82,345 $ 46,356 $ 35,989 $ 82,345 $ 43,636 $ 38,709 For the six months ended June 30, 2024 and 2023, amortization expense was $2,720 and $3,623, respectively. Amortization expense is comprised of acquisition-related intangible amortization. 8. Income Taxes The operations of the Company have been historically included in Dover’s U.S. federal and state income tax returns. Income tax expense and deferred tax balances are presented in these financial statements as if the Company filed its own tax returns in each jurisdiction. Tax credits and attributes generated by the Company have been utilized by Dover. The effective tax rates for the six months ended June 30, 2024 and 2023 were 24.5% and 24.4%, respectively. The increase in the effective tax rate for the six months ended June 30, 2024 relative to the prior year comparable period was primarily due to nondeductible expenses. Operations of the Company are included in the consolidated U.S. federal and combined unitary state and local income tax returns filed by Dover, where applicable. With few exceptions, as of June 30, 2024, the Company is no longer subject to U.S federal, state, or local examinations by tax authorities for the years prior to 2020. It is reasonably possible that a decrease of up to $1,433 (exclusive of interest and penalties) in unrecognized tax benefits may occur during the next 12 months. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) (Unaudited) 10

9. Equity Incentive Program Dover grants share-based awards to its officers and other key employees, including certain Company individuals. The following disclosures reflect the portion of Dover's program in which the Company's employees participate. All awards granted under the program consist of Dover common shares and are not necessarily indicative of the results that the Company would have experienced as an independent, publicly-traded company for the periods presented. Upon consummation of the sale of the Company, restricted stock units ("RSU") and stock appreciation awards ("SAR") will generally continue to vest as if employment has not terminated until the earlier of 12 months from the date of employment termination or remaining vesting period. All other outstanding RSUs and SARs that relate to a performance period ending after the date of sale will be canceled. Compensation expense will be recorded on the date of sale for the awards that will continue to vest, offset by the canceled awards. SARs During the six months ended June 30, 2024 and 2023, Dover issued SARs to the Company's employees covering 9,579 and 10,224 shares, respectively. The fair value of each SAR grant was estimated on the date of grant using a Black-Scholes option-pricing model with the following assumptions: 2024 2023 Risk-free interest rate 4.13 % 3.91 % Dividend yield 1.28 % 1.32 % Expected life (years) 5.5 5.4 Volatility 31.32 % 30.65 % Grant price $160.11 $153.25 Fair value per share at date of grant $51.17 $47.27 Expected volatilities are based on Dover's stock price history, including implied volatilities from traded options on Dover stock. Dover uses historical data to estimate SAR exercises and employee termination patterns within the valuation model. The expected life of SARs granted is derived from the output of the option valuation model and represents the average period of time that SARs granted are expected to be outstanding. The interest rate for periods within the contractual life of the awards is based on the U.S. Treasury yield curve in effect at the time of grant. RSUs During the six months ended June 30, 2024 and 2023, Dover granted 1,718 and 3,068 of RSUs to the Company's employees, respectively. The fair value of these awards was determined using Dover's closing stock price on the date of grant, which was $160.11 and $153.25 in 2024 and 2023, respectively. Stock-based compensation costs are reported within selling, general and administrative expenses in the condensed combined statements of income. The following table summarizes the Company's compensation expense relating to all stock-based incentive plans: Six Months Ended June 30, 2024 2023 Pre-tax stock-based compensation expense $ 2,060 $ 1,559 Tax benefit (162) (160) Total stock-based compensation expense, net of tax $ 1,898 $ 1,399 Corporate stock-based compensation costs of $1,490 and $986 were allocated to the Company and included in the pre-tax stock-based compensation expense presented above for the six months ended June 30, 2024 and 2023. See Note 2 — Related Party Transactions for details on corporate allocations. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) (Unaudited) 11

10. Commitments and Contingent Liabilities Guarantees The Company has provided typical indemnities in connection with sales of certain businesses and assets, including representations and warranties and related indemnities for environmental, health and safety, tax and employment matters. The Company does not have any material liabilities recorded for these indemnifications and is not aware of any claims or other information that would give rise to material payments under such indemnities. Litigation The Company is party to a number of other legal proceedings incidental to its businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company's products, patent infringement, employment matters and commercial disputes. Management and legal counsel review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and consider the availability and extent of insurance coverage. The Company has estimated liabilities for these other legal matters that are probable and estimable, and at June 30, 2024 and December 31, 2023, these estimated liabilities were immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its combined financial position, results of operations, or cash flows. Warranty Accruals Estimated warranty program claims are provided for at the time of sale. Amounts provided for are based on historical costs and adjusted for new claims. The changes in the carrying amount of product warranties were as follows: 2024 2023 Balance at January 1 $ 8,621 $ 5,393 Provision for warranties 7,073 8,142 Settlements made (7,189) (5,640) Balance at June 30 $ 8,505 $ 7,895 Contingent Consideration As of June 30, 2024 and December 31, 2023, $19,700 and $20,000 of contingent consideration related to the 2022 asset acquisition of Boivin Evolution Inc. was recorded in other liabilities within the condensed combined balance sheets as the payments required under the earn-out are expected to be made beyond twelve months from June 30, 2024. The contingent consideration is based on a percentage of revenues generated from the asset over the earn-out period, which is the earlier of April 6, 2030 or the achievement of the full earn-out of $20,000. If the accumulated earn-out through April 6, 2030 is less than the minimum of $5,000, the earn-out period will extend until such time that the minimum earn-out is achieved. 11. Defined Contribution Plan Dover offers a defined contribution retirement plan which covers the majority of its U.S. employees. The Company's expense relating to defined contribution plans was $2,666 and $2,185 for the six months ended June 30, 2024 and 2023, respectively. 12. Equity Investments On February 29, 2024, the Company disposed of its minority investment in Roadrunner Recycling for total consideration of $1,860, resulting in a loss of $713 recognized in other expense (income), net within the condensed combined statement of income for the six months ended June 30, 2024. The carrying value of the Company's Roadrunner Recycling investment was $0 and $2,573 at June 30, 2024 and December 31, 2023, respectively. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) (Unaudited) 12

13. Recent Accounting Pronouncements Recently Issued Accounting Standard In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required in an entity’s income tax rate reconciliation table and requires disclosure of income taxes paid both in U.S. and foreign jurisdictions. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. Recently Adopted Accounting Standard In September 2022, the FASB issued ASU No. 2022-04 Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which was adopted when it became effective January 1, 2024. The adoption did not have a material impact on the Condensed Combined Financial Statements. Dover facilitates the opportunity for the Company's suppliers to participate in a voluntary supply chain financing ("SCF") program with a third-party financial institution. Participating suppliers are paid directly by the SCF financial institution and, in addition, may elect to sell receivables due from the Company to the SCF financial institution for early payment. Thus, participating suppliers have additional potential flexibility in managing their liquidity by accelerating, at their option and cost, the collection of receivables due from the Company. The Company and its suppliers agree on commercial terms, including payment terms, for the goods and services the Company procures, regardless of whether the supplier participates in SCF. For participating suppliers, the Company’s responsibility is limited to making all payments to the SCF financial institution on the terms originally negotiated with the supplier, irrespective of whether the supplier elects to sell receivables to the SCF financial institution. The Company does not determine the terms or conditions of the arrangement between the SCF financial institution and the Company's suppliers. The SCF financial institution pays the supplier on the invoice due date for any invoices that were not previously sold by the supplier. The agreement between Dover and the SCF financial institution does not require the Company to provide assets pledged as security or other forms of guarantees. Outstanding payments related to the SCF program are recorded within accounts payable in our condensed combined balance sheets. As of June 30, 2024 and December 31, 2023, amounts due to the SCF financial institution were approximately $36,020 and $37,355, respectively. 14. Subsequent Events The Company has evaluated subsequent events through August 9, 2024, the date the financial statements for the six months ended June 30, 2024 and 2023, were issued. On July 21, 2024, the Parent entered into a definitive agreement to sell the Company for approximately $2.0 billion on a cash-free and debt-free basis, subject to customary post-closing adjustments. The transaction is expected to close before year-end 2024, subject to customary closing conditions, including receipt of regulatory approvals. ENVIRONMENTAL SOLUTIONS GROUP NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (Amounts in thousands except share data and where otherwise indicated) (Unaudited) 13

Cover	Sep. 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Entity File Number	1-10702
Entity Registrant Name	TEREX CORPORATION
Entity Central Index Key	0000097216
Entity Tax Identification Number	34-1531521
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	301 Merritt 7, 4th Floor
Entity Address, City or Town	Norwalk
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06851
City Area Code	203
Local Phone Number	222-7170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock ($0.01 par value)
Trading Symbol	TEX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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