Q3 2016 Conference Call...Q3 Operating Results USD Millions, except Earnings per Share 9 Note: Results shown are for Continuing Operations, Except ROIC (1) See the appendix for reconciliation

Q3 2016

Conference Call November 1, 2016

Forward-Looking Statements

& Non-GAAP Measures

2

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

Focus

Simplify

Execute to Win

Terex Strategy

3

Focus the Portfolio

Taking Action:

• Completed sale of

German Compact

Construction

business

• MHPS sale

progressing

4

Simplify the Company

Taking Action:

• Streamlined operating

structure

• Executing footprint

rationalization ‒ Cranes (Waverly)

‒ AWP (Scissors, Washington,

California, Texas)

‒ MP (Austria)

• Reducing cost structure

5

Execute to Win

Strengthen Core

Management Processes:

• Strategy development and

deployment

• Commercial and

operational execution

• Talent management

• Drive greater accountability

and focus on execution

6

MHPS Sale Update

7

7

• Approved by EU(1) and US

regulators

• Approved by Konecranes

shareholders

• Expect to close in early 2017,

as planned

• Benefits of the sale are not

included in our current

financials

• More focused company will

drive need to re-size corporate

cost structure

(1) Conditional upon Konecranes divesting STAHL CraneSystems

8

Financial Summary

• Sales down 16% in the

quarter versus prior year

• Q3 EPS of $0.31 as reported,

$0.19 as adjusted(1)

• Net cash provided by

operating activities of

$106 million, free cash flow(1)

of $47 million in the quarter

• Repurchased $80 million of

stock in the quarter

• Backlog down 9% year on

year

(1) See the appendix for reconciliation to US GAAP

Results are Continuing Operations, Except Cash Figures

Q3 Operating Results

USD Millions, except Earnings per Share

9

Note: Results shown are for Continuing Operations, Except ROIC


Q3 2016 Q3 2016 Q3 2015 Q3 2015

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

Net Sales $1,056.4 $1,056.4 $1,255.4 $1,255.4

% Change vs 2015 (15.9%) (15.9%)

Income (loss) from Operations 39.6 49.0 92.1 106.4

Operating Margin 3.7% 4.6% 7.3% 8.5%

Interest & Other Income (Expense) (25.7) (23.1) (36.2) (27.6)

Effective Tax Rate (138.8%) 21.2% 45.8% 38.7%

Earnings (loss) per Share $0.31 $0.19 $0.28 $0.44

EBITDA(1) $57.9 $67.3 $103.8 $118.1

% Net Sales 5.5% 6.4% 8.3% 9.4%

ROIC(1) 25.6% 9.7%

2016 Full Year Outlook - Updated

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

(2) Continuing Operations 10


Net Sales

Operating

Profit (Loss) Net Sales

Operating

Profit (Loss)

AWP Down ~ 15% 8.5% - 9.5% Down ~ 13% ~9.5%

Cranes Down ~ 15% 1.5% - 2.5% Down ~ 20% ~(2.5%)

MP ~ Flat 8.5% - 9.5% no change no change

Corp. and Other $200 -$ 250 ($40) - ($50) no change ~($40)

Net Sales(2)

EPS(2)

Free Cash Flow

$4.2 - $4.4 billion

$0.70 - $0.80

$150 - 200

Previous Guidance(1) Updated Guidance(1)

Previous Guidance(1)

$4.3 - $4.5 billion

$0.85 - $1.15

$200 - 250

Updated Guidance(1)

Aerial Work Platforms

USD Millions

• NA market decline - replacement cycle

• Western Europe slowing

• Pricing pressure

• Inventory management

11 (1) See the appendix for reconciliation to US GAAP

Q3 '16 Q3 '15 YTD '16 YTD '15

Net Sales 484.4$ 580.9$ 1,598.8$ 1,786.7$

% Change vs. '15 (16.6%) (10.5%)

Operating Profit, as reported 48.6 78.9 159.2 228.6

Operating Margin % 10.0% 13.6% 10.0% 12.8%

Operating Profit, as adjusted(1) 49.0 78.9 166.7 228.6


Backlog 253 301

% Change vs. '15 (16%)

“Celebrating 50 years of innovation and

performance with our Customers”

$614 $392 $947 $512 $383 $444 $701 $418 $409 $378

85%66%

206%

100%

57%

80%

162%

83%

70%

80%

0%

50%

100%

150%

200%

250%

$0

$200

$400

$600

$800

$1,000

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

Net Bookings Book-to-Bill Ratio

Cranes

12

USD Millions


Q3 '16 Q3 '15 YTD '16 YTD '15

Net Sales 282.8$ 379.3$ 947.5$ 1,160.3$

% Change vs. '15 (25.4%) (18.3%)

Operating Profit, as reported (12.1) 12.1 (41.5) 35.8

Operating Margin % (4.3%) 3.2% (4.4%) 3.1%

Operating Profit, as adjusted(1) (10.5) 16.5 (18.8) 40.2

Operating Margin % (3.7%) 4.4% (2.0%) 3.5%

Backlog 317 401

% Change vs. '15 (21%)

• Mobile cranes markets weaker

than expected

• Operational issues

• Leadership changes

AT40

Demag® AC

$462 $252 $423 $340 $400 $272 $416 $293 $279 $228

99%

67%

97% 97% 95%

74%

103%

97%

82%

83%

0%

20%

40%

60%

80%

100%

120%

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

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


Materials Processing

13

• Good execution

• Concrete market

continuing to grow

• Crushing & Screening

market stable in

aggregates, but mining remains weak

• Fuchs® material handler volume down

USD Millions


Q3 '16 Q3 '15 YTD '16 YTD '15

Net Sales 228.2$ 238.7$ 708.2$ 698.6$

% Change vs. '15 (4.4%) 1.4%

Operating Profit, as reported 19.5 17.6 63.9 54.8


Operating Profit, as adjusted(1) 19.7 20.7 65.2 57.9


Backlog 203 139

% Change vs. '15 46%$240 $191 $231 $266 $183 $214 $244 $261 $236 $265

99%88%

101%

130%

77%

93%

104%

119%

94%

118%

0%

20%

40%

60%

80%

100%

120%

140%

0

40

80

120

160

200

240

280

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


Summary

Mixed global markets:

• Weakening mobile crane markets

• Caution prevails in NA rental channel

– replacement cycle

• Aggregates steady, continued growth

in NA concrete

Focus, Simplify & Execute:

• Complete the pending sale of MHPS

• Manage through the NA replacement

cycle in AWP

• Turnaround the mobile crane business

• Address global cost structure

14

14

Questions?

15

Appendix

16

Backlog Trend

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

USD Millions

17

$ % $ %

Terex (114) (12%) (77) (9%)

Corp & Other (21) (39%) (9) (21%)

MP 34 20% 64 46%

Cranes (38) (11%) (84) (21%)

AWP (89) (26%) (48) (16%)

Sequential

Change

Year on Year

Change

524 421

218

704 706

441

301

570 517

342 253

652

636

527

512 535

514

401

407 398

355

317

156

150

128

130 193

153

139

149 187

169

203

144

113

71

60

90

74

42

52 58

54

33

March 2014 June 2014 September2014

December2014


December2015


AWP Cranes MP Corporate & Other

1,182

1,406

1,524

883

1,476

944

1,178

1,320

1,160

920

806

Q3 Q3 Q3

North America

Western Europe Asia/

Pacific

E. Europe, Middle

East & Africa

LATAM

Sales by Geography 2016 vs 2015

18

(18)%

Actual FX-Adj.

(18)% 3%

Q3

Actual FX-Adj.

Q3

Actual FX-Adj.

Q3

(32)%

Actual FX-Adj.

(29)% Q3

Actual FX-Adj.

Q3

Continuing Operations Global Sales

25%

(60)% (60)%

(15)% (12)%

27%

15%

6%2%

50%

2016 Q3

Western Europe

Asia / Pacific

E. Eu, ME, Africa

LATAM

North America

27%

10%

7%5%

51%

2015 Q3

24%

Q3 2016 Adjustments

19


Q3 2016 Q3 2016

As Reported As Adjusted

Net Sales 1,056.4$ - - - 1,056.4$

Income (loss) from Operations 39.6 3.6 5.8 - 49.0

Interest & Other Income (Expense) (25.7) 2.6 - - (23.1)

Income (Loss) from Cont. Ops. Before Taxes 13.9 6.2 5.8 - 25.9

Benefit from (Provision for) Income Taxes 19.3 (0.9) (1.9) (22.0) (5.5)

Income (Loss) from Continuing Operations(1) 33.3$ 5.3 3.9 (22.0) 20.5$

Earnings (loss) per Share 0.31$ 0.05$ 0.03$ (0.20)$ 0.19$

Deal Related

Restructuring

& Related Tax Related

(1) Excludes $0.1 million net loss attributable to non-controlling interest

Q3 2015 Adjustments

20


Q3 2015 Q3 2015


Net Sales 1,255.4$ - - - 1,255.4$

Income (loss) from Operations 92.1 - 11.8 2.5 106.4


Income (Loss) from Cont. Ops. Before Taxes 55.9 8.6 11.8 2.5 78.8

Benefit from (Provision for) Income Taxes (25.6) (0.7) (3.3) (0.9) (30.5)

Income (Loss) from Continuing Operations 30.3$ 7.9 8.5 1.6 48.3$

Earnings (loss) per Share 0.28$ 0.07$ 0.07$ 0.02$ 0.44$

Deal Related

Restructuring

& Related

Product

Campaign

Q3 Adjusted OP by Segment

USD Millions

21

As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted

AWP $ 48.6 $ 0.4 $ 49.0 $ 78.9 $ - $ 78.9

Cranes (12.1) 1.6 (10.5) 12.1 4.4 16.5

MP 19.5 0.2 19.7 17.6 3.1 20.7

Corporate & Other (16.4) 7.2 (9.2) (16.5) 6.8 (9.7)

Continuing

Operations39.6$ 9.4$ 49.0$ 92.1$ 14.3$ 106.4$

Q3 2016 Q3 2015

YTD Operating Results


22

Note: Results shown are for Continuing Operations, Except ROIC

(1) See appendix for reconciliation to US GAAP

YTD 2016 YTD 2016 YTD 2015 YTD 2015

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

Net Sales $3,468.4 $3,468.4 $3,854.1 $3,854.1

% Change vs 2015 (10.0%) (10.0%)

Income (loss) from Operations 124.3 184.5 266.5 280.8

Operating Margin 3.6% 5.3% 6.9% 7.3%

Interest & Other Income (Expense) (86.0) (68.7) (97.5) (88.9)

Effective Tax Rate (215.4%) 24.0% 38.2% 36.2%

Earnings (loss) per Share $1.10 $0.81 $0.95 $1.12

EBITDA(1) $175.0 $235.2 $316.4 $330.7

% Net Sales 5.0% 6.8% 8.2% 8.6%

ROIC(1) 25.6% 9.7%

YTD 2016 YTD 2016


Net Sales 3,468.4$ - - - 3,468.4$

Income (loss) from Operations 124.3 12.2 48.0 - 184.5


Income (Loss) from Cont. Ops. Before Taxes 38.3 29.5 48.0 - 115.8

Benefit from (Provision for) Income Taxes 82.5 (6.4) (14.2) (89.7) (27.8)

Income (Loss) from Continuing Operations(1) 120.9$ 23.1 33.8 (89.7) 88.1$

Earnings (loss) per Share 1.10$ 0.21$ 0.32$ (0.82)$ 0.81$

Deal Related

Restructuring

& Related Tax Related

YTD 2016 Adjustments

23



YTD 2015 Adjustments

24


YTD 2015 YTD 2015


Net Sales 3,854.1$ - - - 3,854.1$

Income (loss) from Operations 266.5 - 11.8 2.5 280.8


Income (Loss) from Cont. Ops. Before Taxes 169.0 8.6 11.8 2.5 191.9

Benefit from (Provision for) Income Taxes (64.5) (0.7) (3.3) (0.9) (69.4)

Income (Loss) from Continuing Operations(1) 104.6$ 7.9 8.5 1.6 122.6$

Earnings (loss) per Share 0.95$ 0.07$ 0.08$ 0.02$ 1.12$

Deal Related

Restructuring

& Related

Product

Campaign


YTD Adjusted OP by Segment

USD Millions

25

As Reported Adjustments As Adjusted As Reported Adjustments As Adjusted

AWP $ 159.2 $ 7.5 $ 166.7 $ 228.6 $ - $ 228.6

Cranes (41.5) 22.7 (18.8) 35.8 4.4 40.2

MP 63.9 1.3 65.2 54.8 3.1 57.9

Corporate & Other (57.3) 28.7 (28.6) (52.7) 6.8 (45.9)

Continuing

Operations124.3$ 60.2$ 184.5$ 266.5$ 14.3$ 280.8$

YTD 2015YTD 2016

Glossary

26

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

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

financial measures which management believes provides useful information to investors.

These non-GAAP measures may not be comparable to similarly titled measures being

disclosed by other companies. In addition, the Company believes that non-GAAP financial

measures should be considered in addition to, and not in lieu of, GAAP financial measures.

Terex believes that this non-GAAP information is useful to understanding its operating results

and the ongoing performance of its underlying businesses. Management of Terex uses both

GAAP and non-GAAP financial measures to establish internal budgets and targets and to

evaluate the Company’s financial performance against such budgets and targets.

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

per share data and percentages), and are as of or for the period ended September 30, 2016,

unless otherwise indicated.

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

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

assessment of our business results between periods. We calculate the translation effect of

foreign currency exchange rate changes by translating the current period results at the rates

that the comparable prior periods were translated to isolate the foreign exchange component of

the fluctuation from the operational component.

Glossary: Free Cash Flow

USD Millions

27

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

flow as Net cash provided by (used in) operating activities, plus (minus) increases

(decreases) in Terex Financial Services (“TFS”) assets, plus (minus) decreases (increases)

in cash balances held for settlement on securitized assets, less Capital expenditures. We

believe that the measure of free cash flow provides management and investors further useful

information on cash generation or use in our primary operations.

2016 2015 2016 2015

Net cash provided by (used in) operating activities 106.4$ 28.2$ 90.8$ (56.6)$

Increase (Decrease) in TFS Assets (39.3) 56.0 (59.8) 177.5

(Increase) Decrease in cash for securitization settlement - 2.0 6.2 (4.8)

Capital expenditures (20.1) (24.7) (64.2) (73.4)

Free Cash Flow 47.0$ 61.5$ (27.0)$ 42.7$

Three Months

Ended September 30,

Nine Months

Ended September 30,

Glossary: Debt & Net Debt

USD Millions

28

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

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

plus debt from liabilities held for sale. Net Debt is calculated as Debt less Cash and cash

equivalents, including amounts in assets held for sale. These measures aid in the

evaluation of the Company’s financial condition.

Long-term debt, less current portion $ 1,653.0 $ 1,729.8

Notes payable and current portion of long-term debt 10.5 66.4

Debt included in liabilities held for sale 24.5 13.9

Debt 1,688.0 1,810.1

Less: Cash and cash equivalents (248.8) (371.2)

Less: Cash and cash equivalents in assets held for sale (94.9) (95.3)

Net Debt $ 1,344.3 $ 1,343.6

September 30,

2016

December 31,

2015

Glossary: EBITDA

USD Millions

29

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

interest, taxes, depreciation and amortization. The Company calculates this by subtracting the following items from Net income

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

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

from) income taxes; Interest & Other (Income) Expense; the Depreciation and Amortization amounts reported in the Consolidated

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

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

Net income (loss) attributable to Terex Corporation $ 96.8 $ 43.6 $ 91.1 $ 129.4

Net income (loss) attributable to noncontrolling interest 0.5 1.3 (0.2) 3.0

Net income (loss) 97.3 44.9 90.9 132.4

(Gain) loss on disposition of discontinued operations- net of tax — 1.2 (3.5) (1.5)

(Income) loss from discontinued operations – net of tax (64.1) (15.8) 33.4 (26.4)

Income (loss) from continuing operations 33.2 30.3 120.8 104.5

Provision for (benefit from) income taxes (19.3) 25.6 (82.5) 64.5

Interest & Other (Income) Expense 25.7 36.2 86.0 97.5

Income (loss) from operations 39.6 92.1 124.3 266.5

Depreciation 17.5 10.8 48.4 47.5

Amortization 2.1 2.2 6.3 6.3

Bank fee amortization not included in Income (loss) from operations (1.3) (1.3) (4.0) (3.9)

EBITDA 57.9 103.8 175.0 316.4

Operating profit adjustments 9.4 14.3 60.2 14.3

Adjusted EBITDA $ 67.3 $ 118.1 $ 235.2 $ 330.7

2015 2016 2015

Ended September 30,

Nine MonthsThree Months

Ended September 30,

2016

Glossary: ROIC

30

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

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

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

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

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

quarters. NOPAT for each quarter is calculated by multiplying Income (loss) from continuing and

discontinued operations by a figure equal to one minus the effective tax rate of the Company.

We believe that earnings from discontinued operations, as well as the net assets that comprise

those operations’ invested capital, should be included in this calculation because it captures the

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

believe returns on capital deployed in TFS do not represent our primary operations and,

therefore, TFS assets and results from operations have been excluded from the Non-GAAP

Measures. The effective tax rate is equal to the (Provision for) benefit from income taxes divided

by Income (loss) from continuing operations before income taxes for the respective quarter. Debt

is calculated using amounts for Notes payable and current portion of long-term debt plus Long-

term debt, less current portion. We calculate ROIC using the last four quarters’ adjusted NOPAT

as this represents the most recent 12-month period at any given point of determination. In order

for the denominator of the ROIC ratio to properly match the operational period reflected in the

numerator, we include the average of five quarters’ ending balance sheet amounts so that the

denominator includes the average of the opening through ending balances (on a quarterly basis)

thereby providing, over the same time period as the numerator, four quarters of average invested

capital.

Glossary: ROIC Continued

USD Millions

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

period referenced in the tables.

31

Glossary: ROIC Continued

USD Millions

32

Documents

Q3 2016 Conference Call...Q3 Operating Results USD Millions, except Earnings per Share 9 Note: Results shown are for Continuing Operations, Except ROIC (1) See the appendix for reconciliation